SONIC AUTOMOTIVE, INC. (NYSE:SAH) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07.
|
Submission of Matters to a Vote of Security Holders. |
(a) On April18, 2017, Sonic Automotive, Inc. (the Company) held
its 2017 annual meeting of stockholders (the Annual Meeting).
(b) At the Annual Meeting, the Companys stockholders (i)elected
all nine 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 the
fiscal year ending December31, 2017; (iii)approved the amendment
to the Companys Amended and Restated Certificate of Incorporation
to add trusts to the definition of a Family Controlled Entity;
(iv)approved, on an advisory basis, the Companys named executive
officer compensation in fiscal 2016; (v)voted, on an advisory
basis, in favor of holding future advisory votes to approve the
Companys named executive officer compensation every year; and
(vi)approved the amendment and restatement of the Sonic
Automotive, Inc. 2012 Formula Restricted Stock Plan for
Non-Employee Directors, to be known as the Sonic Automotive, Inc.
2012 Formula Restricted Stock and Deferral Plan for Non-Employee
Directors (the 2012 Formula Plan). The proposals are further
described in the Companys definitive proxy statement on Schedule
14A filed with the Securities and Exchange Commission on March6,
2017.
Final voting results on each proposal submitted to the Companys
stockholders at the Annual Meeting are as follows:
| 1. | Election of directors: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
|
O. Bruton Smith |
147,129,934 | 1,428,374 | 6,586 | 2,695,963 | ||||||||||||
|
B. Scott Smith |
148,038,209 | 520,099 | 6,586 | 2,695,963 | ||||||||||||
|
David Bruton Smith |
147,367,087 | 1,191,221 | 6,586 | 2,695,963 | ||||||||||||
|
William I. Belk |
147,507,122 | 1,051,397 | 6,375 | 2,695,963 | ||||||||||||
|
William R. Brooks |
147,006,243 | 1,552,277 | 6,374 | 2,695,963 | ||||||||||||
|
Victor H. Doolan |
146,711,538 | 1,846,982 | 6,374 | 2,695,963 | ||||||||||||
|
John W. Harris III |
147,892,198 | 666,322 | 6,374 | 2,695,963 | ||||||||||||
|
Robert Heller |
146,319,675 | 2,238,845 | 6,374 | 2,695,963 | ||||||||||||
|
R. Eugene Taylor |
147,888,650 | 669,870 | 6,374 | 2,695,963 |
| 2. | Ratification of the appointment of KPMG LLP: |
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
|
151,238,910 |
16,783 | 5,164 |
| 3. |
Approval of the amendment to the Companys Amended and Restated Certificate of Incorporation to add trusts to the definition of a Family Controlled Entity: |
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
|
135,221,747 |
13,333,928 | 9,219 | 2,695,963 |
| 4. |
Advisory vote to approve the Companys named executive officer compensation in fiscal 2016: |
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
|
141,581,055 |
6,975,639 | 8,200 | 2,695,963 |
| 5. |
Advisory vote on the frequency of future advisory votes to approve the Companys named executive officer compensation: |
|
1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes |
||||
|
142,341,941 |
5,249 | 6,199,556 | 18,148 | 2,695,963 |
| 6. |
Approval of the amendment and restatement of the 2012 Formula Plan: |
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
|
147,787,213 |
771,207 | 6,474 | 2,695,963 |
(d) In accordance with the recommendation of the Board of
Directors, the Companys stockholders voted, on an advisory basis,
in favor of holding future advisory votes to approve the Companys
named executive officer compensation every year. Based on the
voting results, the Company will include an advisory stockholder
vote to approve the Companys named executive officer compensation
in its proxy materials on an annual basis until the next required
advisory vote on the frequency of stockholder votes to approve
the Companys named executive officer compensation, which will
occur no later than the Companys annual meeting of stockholders
in 2023.
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. SONIC AUTOMOTIVE, INC. (NYSE:SAH) Recent Trading Information
SONIC AUTOMOTIVE, INC. (NYSE:SAH) closed its last trading session up +0.20 at 20.45 with 358,827 shares trading hands.