8-K
SONIC AUTOMOTIVE INC (SAH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 27, 2022
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SONIC AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)1-1339556-2010790(CommissionFile Number)(IRS EmployerIdentification 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.)
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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 5.07. Submission of Matters to a Vote of Security Holders.
(a) On April 27, 2022, Sonic Automotive, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”).
(b) At the Annual Meeting, the Company’s stockholders (i) elected all 10 of the Company’s nominees for director to serve for a term of one year or until their successors are duly elected and qualified; (ii) ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022; and (iii) approved, on an advisory basis, the Company’s named executive officer compensation in fiscal 2021. The proposals are further described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 18, 2022.
Final voting results on each proposal submitted to the Company’s stockholders at the Annual Meeting are as follows:
1.Election of directors:
| Votes<br>For | Votes<br>Against | Abstentions | Broker<br>Non-Votes | |
|---|---|---|---|---|
| O. Bruton Smith | 127,208,738 | 15,946,309 | 126,444 | 3,252,743 |
| David Bruton Smith | 138,308,808 | 4,846,739 | 125,944 | 3,252,743 |
| Jeff Dyke | 137,426,054 | 5,729,693 | 125,744 | 3,252,743 |
| William I. Belk | 135,839,949 | 7,315,484 | 126,058 | 3,252,743 |
| William R. Brooks | 137,444,815 | 5,710,721 | 125,955 | 3,252,743 |
| John W. Harris III | 138,817,108 | 4,338,428 | 125,955 | 3,252,743 |
| Michael Hodge | 137,444,683 | 5,710,796 | 126,012 | 3,252,743 |
| Keri A. Kaiser | 130,898,243 | 12,257,265 | 125,983 | 3,252,743 |
| Marcus G. Smith | 132,307,178 | 10,848,457 | 125,856 | 3,252,743 |
| R. Eugene Taylor | 133,933,629 | 9,221,903 | 125,959 | 3,252,743 |
2.Ratification of the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 146,279,461 | 129,114 | 125,659 | — |
3.Advisory vote to approve the Company’s named executive officer compensation in fiscal 2021:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 134,480,396 | 8,665,072 | 136,023 | 3,252,743 |
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. | ||
|---|---|---|
| April 28, 2022 | By: | /s/ STEPHEN K. COSS |
| Stephen K. Coss | ||
| Senior Vice President and General Counsel |