8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: July 15, 2019

(Date of earliest event reported)

Lithia Motors, Inc.

(Exact name of registrant as specified in its charter)

OR (State or other jurisdiction of incorporation)	001-14733 (Commission File Number)	93-0572810 (IRS Employer Identification Number)
150 N. Bartlett St, Medford, OR (Address of principal executive offices)		97501 (Zip Code)
541-776-6401 (Registrant's telephone number, including area code)
Not Applicable (Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check box whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On July 15, 2019, the Board of Directors of Lithia Motors, Inc. (the “Company”) appointed Tina Miller to serve as Chief Financial Officer of the Company, effective as of August 1, 2019, in which role Ms. Miller will continue to serve as the Company's Principal Financial Officer and Principal Accounting Officer.

Ms. Miller, age 39, has served as interim Principal Financial Officer and Chief Accounting Officer since March 1, 2019. Prior to that appointment, Ms. Miller served as Corporate Controller since 2015, Director of Accounting from 2010 to 2014, and combined has held various accounting and audit leadership roles for nearly 15 years at Lithia. Prior to joining the Company, she worked for Ernst & Young in their assurance practice.

Ms. Miller will have an annual salary of $360,000, a maximum annual potential cash bonus of 80% her base compensation and be granted a number of performance- and time-vesting restricted stock units with a maximum potential value (based on the prior 40-day average trading price of Company Class A Common Stock) of $325,000.

No family relationship exists between Ms. Miller and any of the Company’s directors or executive officers.

There are no related-party transactions in which Ms. Miller, or any of her immediate family members, has an interest that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On July 16, 2019, the Company issued a press release announcing the appointment of Ms. Miller as Senior Vice President and Chief Financial Officer of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	July 16, 2019		LITHIA MOTORS, INC.
		By:	/s/ Bryan B. DeBoer
			Bryan B. DeBoer
			Director, President and Chief Executive Officer
			(Principal Executive Officer)

Exhibit Index
Exhibit No.	Description
99.1	Press Release of Lithia Motors, Inc. dated July 16, 2019

EX-99.1

EXHIBIT 99.1

Lithia Motors Promotes Tina Miller to Chief Financial Officer

Medford, Oregon, July 16, 2019 - Lithia Motors, Inc., (NYSE:LAD) one of the nation's largest providers of personal transportation solutions, announced today that Tina Miller has been promoted to Senior Vice-President, Chief Financial Officer.

“Tina’s finance and accounting leadership and her talented teams have been instrumental in us achieving sector leading growth while maintaining low leverage,” said Bryan DeBoer, President and CEO of Lithia Motors.He added, “After a nationwide search, we are pleased to be able to promote from within our company and we welcome Tina’s perspectives to our senior management team.”

“Financial discipline is foundational to our unique growth strategy. Tina’s acute understanding of our capital philosophy, operating model, proprietary performance measurements and network optimization plans will help us accelerate our efforts to increase market share,” added Mr. DeBoer.

Ms. Miller has held a variety of accounting, financial and audit leadership roles of increasing responsibility at Lithia for nearly 15 years. Most recently she served as Chief Accounting Officer and interim Principal Financial Officer. In this role, Ms. Miller will oversee the accounting, tax, corporate finance, financial planning & analysis, risk management and treasury functions.

About Lithia

Lithia Motors, Inc. is one of the largest providers of personal transportation solutions in the United States and is among the fastest-growing companies in the Fortune 500 (#265-2019). Lithia is a growth company powered by people and innovation. Lithia purchases and builds strong businesses that have yet to realize their potential. Operational excellence is achieved by focusing the business on convenient and transparent consumer experiences and by utilizing proprietary performance measurements to increase market share and profitability. Lithia generates significant cash flows while maintaining low leverage. Lithia reinvests in digital innovation and further expansion of their nationwide network to provide transportation solutions wherever, whenever and however consumers desire. Together, these endeavors create a unique growth strategy that will enable Lithia to earn a meaningful share of the U.S. market.

Sites:

www.lithiamotors.com

www.lithiainvestorrelations.com

www.lithiacareers.com

Lithia Motors on Facebook:

http://www.facebook.com/LithiaMotors

Lithia Motors on Twitter:

http://twitter.com/lithiamotors

Contact:

Eric Pitt

Director, Investor Relations and Treasury

EPitt@lithia.com

(541) 864-1748