LITHIA MOTORS INC

Requests that the Board adopt a standing policy (and amend governing documents if necessary) requiring the roles of Board Chair and CEO to be held by two separate people, with the Chair being an independent director. The proposal allows the Board to name an interim non-independent Chair while it seeks an independent Chair and contemplates phased implementation tied to contract renewals or CEO transitions. The proponent argues an independent Chair would strengthen oversight, reduce conflicts of interest, and increase accountability and shareholder confidence, and provides operational and reputational incidents as supporting rationale. The proposal was submitted by shareholder John Chevedden and specifies that a Lead Director should not be considered a substitute for an independent Chair.