On July 25, 2024, the Board of Directors (the “Board”) of Lithia Motors, Inc. (the “Company”) approved and adopted amendments to the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective as of such date. The amendments to the Bylaws, among other things:
•Incorporate procedures for shareholders to call a special meeting permitted by the Company’s Amended and Restated Articles of Incorporation;
•Clarify and update certain procedural and disclosure requirements in connection with shareholder nominations of directors and submissions of proposals regarding other business at an annual or a special meeting of shareholders including, among other things, updating required background information and disclosures regarding proposing shareholders and certain related persons and proposed nominees and business and requiring a shareholder seeking to nominate a director or submit proposals regarding other business to update and supplement its notice information at certain designated times;
•Update certain provisions relating to shareholder nominees for election as a director to address the universal proxy rules adopted by the Securities and Exchange Commission, including, among other things, requiring reasonable documentary evidence of compliance with Rule 14a-19 and requiring that any shareholder soliciting proxies from other shareholders use a proxy card color other than white;
•Add procedures permitting the postponement of an annual or a special meeting; and
•Designate the state courts of the State of Oregon, or in the event the state courts do not have jurisdiction, the federal district court for the District of Oregon, as the sole and exclusive forum for certain legal actions unless the Company consents in writing to the selection of an alternative forum.
The Bylaws also incorporate other technical, ministerial, clarifying and conforming changes.
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