Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On April 24, 2024, Sonic Automotive, Inc. (the "Company") held its 2024 annual meeting of stockholders (the "Annual Meeting").
(b) At the Annual Meeting, the Company's stockholders (i) elected all 9 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 Grant Thornton LLP to serve as the Company's independent registered public accounting firm for fiscal 2024; and (iii) approved, on an advisory basis, the Company's named executive officer compensation in fiscal 2023. The proposals are further described in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 15, 2024.
Final voting results on each proposal submitted to the Company's stockholders at the Annual Meeting are as follows:
1.Election of directors:
|
Votes
For
|
Votes
Against
|
Abstentions
|
Broker
Non-Votes
|
David Bruton Smith
|
129,228,979
|
9,417,303
|
23,798
|
2,082,018
|
Jeff Dyke
|
133,957,586
|
4,688,639
|
23,855
|
2,082,018
|
William I. Belk
|
128,680,312
|
9,965,924
|
23,844
|
2,082,018
|
William R. Brooks
|
128,845,654
|
9,800,108
|
24,318
|
2,082,018
|
Michael Hodge
|
128,848,999
|
9,796,752
|
24,329
|
2,082,018
|
Keri A. Kaiser
|
127,502,062
|
11,143,816
|
24,202
|
2,082,018
|
B. Scott Smith
|
128,072,413
|
10,571,865
|
25,802
|
2,082,018
|
Marcus G. Smith
|
128,074,161
|
10,571,591
|
24,328
|
2,082,018
|
R. Eugene Taylor
|
127,068,011
|
11,577,751
|
24,318
|
2,082,018
|
2.Ratification of the appointment of Grant Thornton LLP to serve as the Company's independent registered public accounting firm for fiscal 2024:
|
Votes
For
|
Votes
Against
|
Abstentions
|
Broker
Non-Votes
|
140,367,584
|
372,229
|
12,285
|
-
|
3.Advisory vote to approve the Company's named executive officer compensation in fiscal 2023:
|
Votes
For
|
Votes
Against
|
Abstentions
|
Broker
Non-Votes
|
138,324,220
|
316,258
|
29,602
|
2,082,018
|