Effective May 1, 2009, the board of directors amended Section 2.1 of the Company's Amended and Restated Bylaws to increase the minimum number of directors from two to three.

At the Annual Meeting of Shareholders held April 30, 2009, the following actions where taken:

Director Election

The following nominees were duly elected to serve an annual term to expire at
the 2010 annual meeting of shareholders:

                    Votes in Favor  Votes Withheld
 Sidney B. DeBoer     51,611,679       593,578
 Thomas Becker        51,025,845      1,179,412
 Bryan B. DeBoer      51,497,826       707,431
 William L. Glick     51,570,679       634,578
 Charles R. Hughes    51,570,831       634,426
 A. J. Wagner         51,571,575       633,682

2009 Employee Stock Purchase Plan

At the meeting, shareholders also approved the new 2009 Employee Stock Purchase Plan by a vote of 43,277,678 in favor, 4,499,211 against, 4,769 abstaining, and 4,423,599 broker non-votes.

Stock Incentive Plan Amendment (Withdrawn); Prior Grants Ratified

Because the holders of less than a majority of the Class A Common Stock outstanding had voted to approve the proposed amendments, Sidney B. DeBoer, as Manager of Lithia Holding Company LLC, the sole holder of the Class B Common Stock which represents approximately 68.9% of all voting shares entitled to vote on this matter, announced that he would abstain from voting to approve the amendments in deference to the expression of opposition by a majority of the Class A Common shareholders. This action resulted in the Stock Incentive Plan Amendment not being approved. Votes casted were 1,761,342 in favor, 8,394,677 against, 37,625,639 abstaining and 4,423,599 broker non-votes.

The prior stock option grants were ratified by a vote of 39,383,652 in favor, 8,394,677 against, 3,329 abstaining and 4,423,599 broker non-votes.