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: March 03, 2016 (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))

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

On February 29, 2016, William Young informed the Board of Directors (the "Board") of Lithia Motors, Inc. (the "Company") that he would retire from the Board effective March 1, 2016. Mr. Young retired for personal reasons and not as a result of any disagreement with the Company relating to the Company's operations, policies or practices.

On March 1, 2016, the Board appointed David Robino as a member of the Board. The Board determined that Mr. Robino is independent under the director independence standards set forth in the Company's Corporate Governance Guidelines and the applicable listing standards of the New York Stock Exchange. The Board also appointed Mr. Robino to its Compensation Committee, Audit Committee, and Corporate Governance Committee effective March 1, 2016.

Mr. Robino will receive the same compensation for his service on the Board as the Company's other non-employee directors. For the remainder of the 2015-2016 board service year, Mr. Robino will receive in cash a prorated portion of the annual Board retainer of $65,000. Mr. Robino will also be entitled to receive expense reimbursement in connection with meeting attendance.

In connection with Mr. Robino's election to the Board, he entered into an indemnification agreement with the Company pursuant to which the Company will agree to indemnify him from certain liabilities that arise by reason of his status as a director and to advance certain expenses incurred in connection therewith. The form of indemnification agreement was filed as Exhibit 10.2 to the Company's Form 8-K filed May 29, 2009.

Item 8.01. Other Events

On March 2, 2016, the Company issued a press release announcing that the Board authorized the repurchase of up to $250 million of the Companys common stock under its share repurchase program.

A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits
            99.1       Press Release of Lithia Motors, Inc. dated March 03, 2016

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: March 03, 2016
LITHIA MOTORS, INC. By:  /s/ John F. North III                    
     John F. North III
     VP Finance / Chief Accounting Officer

Exhibit Index
Exhibit No.	Description
99.1	Press Release of Lithia Motors, Inc. dated March 03, 2016

EX-99

Lithia Announces $250 Million Authorization for Share Repurchase; Announces David Robino Appointed to Board of Directors

MEDFORD, OR -- (Marketwired - March 03, 2016) - Lithia Motors, Inc. (NYSE: LAD) announced that its Board of Directors has authorized the repurchase of up to $250 million of Lithia Class A common stock. This modifies the existing authorization, increasing the total and establishing a maximum dollar rather than share amount. Lithia had approximately 26 million shares of Class A common stock outstanding as of March 1, 2016.

The Company also announced that David Robino was appointed to the Lithia Board of Directors effective March 1, 2016. Mr. Robino will serve as an independent director. "We are pleased to have David join our Board of Directors," said Sid DeBoer, Lithia's Chairman. "We look forward to the experience and insight that he will bring."

David Robino began his management career at The Maytag Company and at Pepsi-Cola and worked as Senior Vice President of Nielsen International where he led multiple global business functions. Mr. Robino served as Vice President of AT&T Solutions and later at AT&T's Business Markets Division, and at Gateway, Inc. as Executive Vice President, Chief Administrative Officer and Vice Chairman. He has previously served on the boards of Memec, Inc. and Insight Enterprises, Inc. He has a M.S. from Iowa State University and B.A. from Graceland College.

Lithia also announced that William Young retired from the Board of Directors effective March 1, 2016. "Bill served as a member of our Board since 2010, and we thank him for his years of valuable service," said Sid DeBoer.

About Lithia
Lithia Motors, Inc. is one of the largest automotive retailers in the United States. Lithia sells 31 brands of new vehicles and all brands of used vehicles at 139 stores in 15 states. Lithia also arranges finance, warranty, and credit insurance contracts; and provides vehicle parts, maintenance, and repair services at all of its locations.

Sites
www.lithia.com
www.lithiacareers.com

Lithia Motors on Facebook
http://www.facebook.com/LithiaMotors

Lithia Motors on Twitter
http://twitter.com/lithiamotors

Contact:
John North
VP Finance and Chief Accounting Officer
(541) 618-5748