SEC Comment Letter 0000000000-24-000468 to LITHIA MOTORS INC (LAD) (CIK 0001023128) (LAD)
LITHIA MOTORS INC (LAD) (CIK 0001023128)
Date: Jan. 12, 2024 · CIK: 0001023128 · Accession: 0000000000-24-000468
AI Filing Summary & Sentiment
File numbers found in text: 001-14733
Letter
United States securities and exchange commission logo January 12, 2024 Bryan DeBoer Chief Executive Officer Lithia Motors Inc. 150 N. Bartlett Street Medford, Oregon 97501 Re:Lithia Motors Inc Definitive Proxy Statement on Schedule 14A Filed March 8, 2023 File No. 001-14733 Dear Bryan DeBoer: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. Definitive Proxy Statement on Schedule 14A filed March 8, 2023 Pay Versus Performance, page 56 1.We note that you have included adjusted-EPS, a non-GAAP measure, as your Company- Selected Measure pursuant to Regulation S-K Item 402(v)(2)(vi). Please provide disclosure showing how this number is calculated from your audited financial statements, as required by Regulation S-K Item 402(v)(2)(v). If the disclosure appears in a different part of the definitive proxy statement, you may satisfy the disclosure requirement by a cross-reference thereto; however, incorporation by reference to a separate filing will not satisfy this disclosure requirement. 2.We note the disclosure provided under the heading "Description of Relationships Between Compensation Actually Paid and Specified Performance Measures." Please ensure that you provide a clear description of each separate relationship indicated in Regulation S-K Item 402(v)(5)(i)-(iv), including clear descriptions of the relationship between compensation actually paid and each of your TSR, net income, Company-Selected Measure, and any additional performance measures included in the pay versus performance table.
FirstName LastNameBryan DeBoer Comapany NameLithia Motors Inc. January 12, 2024 Page 2 FirstName LastName Bryan DeBoer Lithia Motors Inc. January 12, 2024 Page 2 Please contact Marion Graham at (202) 551-6521 or Jennifer Zepralka at (202) 551-2243 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
January 12, 2024
Bryan DeBoer
Chief Executive Officer
Lithia Motors Inc.
150 N. Bartlett Street
Medford, Oregon 97501
Re:Lithia Motors Inc
Definitive Proxy Statement on Schedule 14A
Filed March 8, 2023
File No. 001-14733
Dear Bryan DeBoer:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed March 8, 2023
Pay Versus Performance, page 56
1.We note that you have included adjusted-EPS, a non-GAAP measure, as your Company-
Selected Measure pursuant to Regulation S-K Item 402(v)(2)(vi). Please provide
disclosure showing how this number is calculated from your audited financial statements,
as required by Regulation S-K Item 402(v)(2)(v). If the disclosure appears in a different
part of the definitive proxy statement, you may satisfy the disclosure requirement by a
cross-reference thereto; however, incorporation by reference to a separate filing will not
satisfy this disclosure requirement.
2.We note the disclosure provided under the heading "Description of Relationships Between
Compensation Actually Paid and Specified Performance Measures." Please ensure that
you provide a clear description of each separate relationship indicated in Regulation S-K
Item 402(v)(5)(i)-(iv), including clear descriptions of the relationship between
compensation actually paid and each of your TSR, net income, Company-Selected
Measure, and any additional performance measures included in the pay versus
performance table.
FirstName LastNameBryan DeBoer
Comapany NameLithia Motors Inc.
January 12, 2024 Page 2
FirstName LastName
Bryan DeBoer
Lithia Motors Inc.
January 12, 2024
Page 2
Please contact Marion Graham at (202) 551-6521 or Jennifer Zepralka at (202) 551-2243
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program