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

August 1, 2024

Date of Report (date of earliest event reported)

LITHIA MOTORS, INC.

(Exact name of registrant as specified in its charter)

Oregon	001-14733		93-0572810
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
150 N. Bartlett Street	Medford	Oregon	97501
(Address of principal executive offices)			(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 (see General Instruction A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock without par value	LAD	The New York Stock Exchange

Indicate by check mark 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 ☐

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On and effective August 1, 2024, Lithia Motors, Inc. (the “Company”) announced that it has promoted Adam Chamberlain to Executive Vice President, Chief Operating Officer (“COO”) and that Christopher Holzshu will continue as an Executive Vice President. Both will support LAD’s commitment to delivering best-in-class results and executing its unique growth strategy.

In his new role, Mr. Chamberlain will apply his experience successfully leading the Company’s eastern region to drive profitability through a more connected, convenient and holistic experience for the Company’s customers. Mr. Holzshu will also serve as the Company appointee on the boards of Pinewood Technologies Group PLC and Wheels Inc. in addition to continuing to support Mr. Chamberlain’s growth and transition.

Mr. Chamberlain (age 50) served as the Company’s Chief Customer Officer and Regional President since 2022. As Regional President, he was responsible for managing 82 locations on the east coast of the United States from Buffalo, New York to Miami, Florida. Mr. Chamberlain has over 25 years of experience in the automotive and manufacturers industry. Prior to joining the Company, he held various leadership roles in sales and marketing, with his most recent position as President and Chief Executive Officer at Aston Martin The Americas. Beginning his career in 1996 with Volkswagen Group in the United Kingdom, Germany and Ireland, Mr. Chamberlain expanded his expertise into the U.S. market when he relocated in 2016 with his family to the United States during his time with Mercedes-Benz.

Mr. Chamberlain’s base salary will be $750,000 with a cash bonus opportunity target equal to 100% of his salary and equity incentive value targeted at $1.8 million. The equity incentives will be on the same terms and conditions as the other executive officers of the Company. There are no family relationships between either Mr. Chamberlain and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K. Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction in which Mr. Chamberlain had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

Mr. Holzshu, who has been COO since 2019, will leverage his broad experience and success at the Company, and will strengthen the Company’s partnerships and leverage synergies across its customer ecosystem and focus on corporate development.

Item 7.01 Regulation FD Disclosure

On August 1, 2024, the Company issued a press release announcing the appointment of Mr. Chamberlain as COO and Mr. Holzshu’s role as Executive Vice President. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Lithia Motors, Inc. dated August 1, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:	August 1, 2024		LITHIA MOTORS, INC.
		By:	/s/ Tina Miller
			Tina Miller
			Senior Vice President and Chief Financial Officer

EX-99.1

Lithia & Driveway Elevates Adam Chamberlain to Chief Operating Officer

———————————————————————

MEDFORD, Ore., August 1, 2024/PRNewswire: Lithia & Driveway (NYSE: LAD), a leader in automotive retail, has realigned organizational leadership to more efficiently realize operational potential and leverage the competitive advantages of its now completed customer ecosystem.

To achieve this, Adam Chamberlain has been promoted to Executive Vice President, Chief Operating Officer (COO) and Chris Holzshu will continue as an Executive Vice President, with both supporting LAD’s commitment to delivering best-in-class results and executing its unique growth strategy.

"Adam's extensive experience in the automotive industry, coupled with his success leading our eastern region, positions him perfectly for this growing role," said Bryan DeBoer, President and CEO of Lithia & Driveway. "His deep understanding of customer needs will be instrumental in driving profitability, through a more connected, convenient, and holistic experience for our customers wherever, whenever, and however they choose to interact with us." 

Chamberlain brings a wealth of knowledge to the COO position from his 25-year career in key retail leadership roles at several large European manufacturers. In his past few years as LAD’s Chief Customer Officer (CCO) and Regional President (East Region), he has demonstrated a talent for quickly improving operational results while fostering a customer-centric culture. 

In addition, Dianna du Preez was named CCO and she will continue to build out the customer ecosystem and the company’s Driveway channel, along with after sales, to enhance our customer experience. Du Preez brings three decades of customer service experience and joined LAD in 2023 as Vice President, Driveway Operations. Previously, du Preez served as Vice President of Customer Service at Mercedes-Benz USA.

Holzshu, who has been LAD’s COO since 2019, will leverage his broad experience and success at LAD, and will serve as the Company appointee on the boards of Pinewood Technologies Group PLC and Wheels Inc. to strengthen our partnerships and leverage synergies across our customer ecosystem and focus on corporate development.

DeBoer says "I am so thankful for Chris’ contributions as COO and our continued partnership. His love for growth and success throughout his many senior roles prepares him perfectly to continue strengthening our unique ecosystem and significantly contributing to our mission of Growth Powered by People.” 

Both Chamberlain and Holzshu will continue to report directly to DeBoer. 

About Lithia & Driveway (LAD)

Lithia & Driveway (NYSE: LAD) is one of the largest global automotive retailers providing a wide array of products and services throughout the vehicle ownership lifecycle. Simple, convenient, and transparent experiences are offered through our comprehensive network of physical locations, e-commerce platforms, captive finance solutions, fleet management offerings, and other synergistic adjacencies. We deliver consistent, profitable growth in a massive and unconsolidated industry. Our highly diversified and competitively differentiated design provides us the flexibility and scale to pursue our vision to modernize personal transportation solutions wherever, whenever and however consumers desire.

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Cover	Aug. 01, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 01, 2024
Entity Registrant Name	LITHIA MOTORS INC
Entity Incorporation, State or Country Code	OR
Entity File Number	001-14733
Entity Tax Identification Number	93-0572810
Entity Address, Address Line One	150 N. Bartlett Street
Entity Address, City or Town	Medford
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97501
City Area Code	541
Local Phone Number	776-6401
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock without par value
Trading Symbol	LAD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001023128
Amendment Flag	false