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 (Date of earliest event reported): July 29, 2020

____________________________________

SONIC AUTOMOTIVE, INC.

(Exact name of registrant as specified in its charter)

____________________________________

Delaware

(State or other jurisdiction

of incorporation)

1-13395	56-2010790
(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)
	4401 Colwick Road
---	---	---	---
	Charlotte,	North Carolina	28211
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (704) 566-2400

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	SAH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On July 29, 2020, the Board of Directors (the “Board”) of Sonic Automotive, Inc. (the “Company”) elected Keri A. Kaiser, Chief Marketing Officer and Chief Experience Officer of Children’s Health System of Texas, a clinically integrated regional pediatric health care system serving primarily North Texas, to the Board, effective that day, with a term expiring at the Company’s 2021 annual meeting of stockholders. The Board has not yet determined which committees of the Board Ms. Kaiser will be appointed to serve on. There are no arrangements or understandings between Ms. Kaiser and any other persons pursuant to which she was selected as a director. There are no transactions involving the Company and Ms. Kaiser that the Company would be required to disclose pursuant to Item 404(a) of Regulation S-K.

Ms. Kaiser will be entitled to receive compensation in accordance with the Company’s Director Compensation Policy for non-employee directors, a copy of which was attached as Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. Specifically, in connection with her election as a director, Ms. Kaiser received a grant of 3,882 restricted shares of the Company’s Class A Common Stock. Subject to Ms. Kaiser’s continued service on the Board, the restricted stock will vest in full on the first anniversary of the grant date.

A copy of the press release announcing Ms. Kaiser's election is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit<br><br>No.	Description
99.1	Press Release of Sonic Automotive, Inc., datedAugust 4, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

	SONIC AUTOMOTIVE, INC.
August 4, 2020	By:	/s/ STEPHEN K. COSS
		Stephen K. Coss
		Senior Vice President and General Counsel

Document

Exhibit 99.1

Sonic Automotive Appoints Keri Kaiser to

Board of Directors

Children’s Health System of Texas Chief Marketing Officer and Chief Experience Officer Brings

Executive Leadership, Management Consulting, and Business Transformation Expertise at High-Growth Organizations to Sonic Automotive

Charlotte, N.C. - August 4, 2020 - Sonic Automotive, Inc. (“Sonic Automotive” or the “Company”) (NYSE:SAH), one of the largest retailers of new and pre-owned vehicles in the United States, today announced it has appointed Keri Kaiser, Chief Marketing Officer and Chief Experience Officer of Children’s Health System of Texas (Children’s Health℠), to join its Board of Directors.

Kaiser joins Sonic Automotive with more than 25 years of business experience, including executive leadership roles across multiple industries. Currently, Kaiser serves on the management team of Children’s Health, the 8^th^ largest pediatric health care system in the nation, with more than 10,000 employees providing nearly one million patient interactions annually.

“Sonic Automotive is honored to have Keri join our Board, during this exciting time for the Company,” said David Smith, CEO and Director of Sonic Automotive. “Keri’s executive leadership overseeing transformation initiatives at high-growth organizations will prove invaluable as Sonic Automotive’s EchoPark brand continues its strategic expansion across the United States.”

Since joining Children’s Health in 2012, Kaiser has revolutionized the system’s marketing and communications practice by enacting a consumer-driven strategy that puts patients at the forefront. Recently, she led a project to have an Amazon Hub Locker kiosk installed in the Children’s Medical Center of Dallas campus, so families of long-term patients could receive and return packages with ease. In recognition of her innovative work in the healthcare space, Kaiser was named a 2020 Top 25 Hospital and Health System CXO To Know by Becker’s Hospital Review. Additionally, Kaiser was listed as a finalist for 2017 Outstanding Healthcare Executive in D CEO Magazine’s Excellence in Healthcare Awards and recognized as a Dallas Business Journal 2015 Women in Business Honoree.

“Sonic Automotive’s leadership as an automotive retailer, with disciplined management and strong fundamentals, have enabled the Company to rapidly build out its EchoPark brand and position it for sustainable, strategic growth,” said Kaiser. “As Director, I look forward to helping shape the Company’s growth strategy so that it can continue to achieve strong performance quarter after quarter, and deliver stockholder value.”

Prior to joining Children’s Health, Kaiser was the Chief Revenue Officer for the AT&T Performing Arts Center in Dallas. Her career is also highlighted by senior positions with consumer products and technology companies. She was a co-founder of Velocity Ventures, worked in brand management with Frito-Lay, and was a founding member of the Strategic Management Consulting Group at Price Waterhouse. She holds a Bachelor of Arts degree from Smith College and a Master of Business Administration from Harvard Business School.

Kaiser is also a member of the Executive Committee for the Texas Women’s Foundation Board of Directors and has served on the SMU Digital Accelerator Advisory Board and the DCVB Health Care Advisory Board.

About Sonic Automotive

Sonic Automotive, Inc., a Fortune 500 company based in Charlotte, North Carolina, is one of the nation’s largest automotive retailers. Sonic Automotive can be reached on the web at www.sonicautomotive.com.

About EchoPark Automotive

EchoPark Automotive is a growing operating segment within the Company that specializes in pre-owned vehicle sales and provides a unique guest experience unlike traditional used car stores. More information about EchoPark Automotive can be found at www.echopark.com.

Forward-Looking Statements

Included herein are forward-looking statements. There are many factors that affect management’s views about future events and trends of the Company’s business. These factors involve risks and uncertainties that could cause actual results or trends to differ materially from management’s views, including, without limitation, future quarterly earnings results, EchoPark expansion plans, economic conditions in the markets in which we operate, new and used vehicle industry sales volume, the success of our operational strategies, the rate and timing of overall economic recovery or decline, and the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and other periodic reports and information filed with the Securities and Exchange Commission (the “SEC”). The Company does not undertake any obligation to update forward-looking information, except as required under federal securities laws and the rules and regulations of the SEC.

For Further Information, Please Contact:

Investor Inquiries:

Heath Byrd, Executive Vice President and Chief Financial Officer (704) 566-2400

Danny Wieland, Investor Relations (704) 927-3462

Press Inquiries:

Danielle DeVoren / Anthony Feldman

212-896-1272 / 347-487-6194

ddevoren@kcsa.com/afeldman@kcsa.com