SONIC AUTOMOTIVE, INC. (NYSE:SAH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
(e) On April24, 2019, Sonic Automotive, Inc. (the Company) held its 2019 annual meeting of stockholders (the Annual Meeting). At the Annual Meeting, the Companys stockholders approved the amendment and restatement of the Sonic Automotive, Inc. 2012 Stock Incentive Plan (as amended and restated, the 2012 Stock Incentive Plan). The 2012 Stock Incentive Plan was adopted by the Companys Board of Directors (the Board) on February13, 2019, subject to stockholder approval. Upon stockholder approval at the Annual Meeting, the 2012 Stock Incentive Plan became effective as of April24, 2019.
The 2012 Stock Incentive Plan was first adopted by the Board on February22, 2012 and approved by the Companys stockholders at the 2012 annual meeting of stockholders. The 2012 Stock Incentive Plan was then amended and restated by the Board effective as of February11, 2015 and approved by the Companys stockholders at the 2015 annual meeting of stockholders. This second amendment and restatement of the 2012 Stock Incentive Plan includes the following changes:
As noted above, the Company has reserved for issuance under the 2012 Stock Incentive Plan an aggregate of 6,000,000 shares of the Companys ClassA Common Stock, $0.01 par value per share (ClassA Common Stock), that may be granted in connection with awards under the 2012 Stock Incentive Plan. Shares of ClassA Common Stock covered by awards that expire or are forfeited, canceled, settled in cash or otherwise terminated without the delivery of the full number of covered shares will be available for further awards under the 2012 Stock Incentive Plan to the extent of such expiration, forfeiture, cancellation, cash settlement, etc. However, shares of ClassA Common Stock subject to an award that are (i)withheld or retained by the Company in payment of the exercise or purchase price of an award (including shares withheld or retained by the Company or not issued in connection with the net settlement or net exercise of an award) or (ii)tendered to, withheld or retained by the Company in payment of tax withholding obligations relating to an award will not become available again for awards under the 2012 Stock Incentive Plan.
The 2012 Stock Incentive Plan authorizes a variety of types of equity-based awards to employees (including the principal executive officer, principal financial officer and other named executive officers) and consultants providing services to the Company. Specifically, awards under the 2012 Stock Incentive Plan may be granted in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock awards.
Unless terminated earlier by the Board, the 2012 Stock Incentive Plan will terminate at 11:59p.m. on February22, 2027; provided, that no incentive stock options may be granted under the 2012 Stock Incentive Plan on or after February22, 2022, and no awards may be made under the 2012 Stock Incentive Plan after its termination.
The foregoing description of the terms and conditions of the 2012 Stock Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2012 Stock Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. For a more complete description of the 2012 Stock Incentive Plan, please refer to the discussion under Proposal 4 in the Companys definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the SEC) on March13, 2019.
(a) The Annual Meeting was held on April24, 2019.
(b) At the Annual Meeting, the Companys stockholders (i)elected all eight of the Companys 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 as the Companys independent registered public accounting firm for fiscal 2019; (iii) approved, on an advisory basis, the Companys named executive officer compensation in fiscal 2018; and (iv)approved the amendment and restatement of the 2012 Stock Incentive Plan. The proposals are further described in the Companys definitive proxy statement on Schedule 14A filed with the SEC on March13, 2019.
Final voting results on each proposal submitted to the Companys stockholders at the Annual Meeting are as follows:
1. Election of directors:
2. Ratification of the appointment of KPMG LLP as the Companys independent registered public accounting for fiscal 2019:
(d) Exhibits.
SONIC AUTOMOTIVE INC Exhibit
EX-10.1 2 d739709dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SONIC AUTOMOTIVE,…
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About SONIC AUTOMOTIVE, INC. (NYSE:SAH)
Sonic Automotive, Inc. is an automotive retailer in the United States. The Company’s operating segments include Franchised Dealerships and EchoPark. The Company’s Franchised Dealerships segment consists of traditional retail automotive franchises that sell new and used vehicles, replacement parts and vehicle repair and maintenance services, and finance and insurance products. The EchoPark segment consists of standalone pre-owned specialty retail locations that provide customers an opportunity to search, buy, service and sell their pre-owned vehicles. The Company’s dealerships provide services, including sales of both new and used cars, and light trucks; sales of replacement parts; performance of vehicle maintenance; manufacturer warranty repairs; paint and collision repair services, and arrangement of extended warranties, service contracts, financing, insurance and other aftermarket products for its customers. The Company’s specialty retail locations operate under the EchoPark brand.
