UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x
Filed by a Party other than the
Registrant ¨
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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Sonic Automotive, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which the transaction applies: |
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Aggregate number of securities to which the transaction applies: |
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Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined): |
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Proposed maximum aggregate value of the transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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| *** Exercise Your Right to Vote *** |
| Important Notice Regarding the Availability of Proxy Materials for the |
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| Shareholder Meeting to Be Held on April 16, 2014
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Meeting Information
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SONIC AUTOMOTIVE, INC. |
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Meeting Type: Annual Meeting |
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For holders as of: February 18, 2014 |
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Date: April 16, 2014
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Time: 10:30 AM EST |
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Location: Charlotte Motor Speedway |
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Smith Tower, 600
Room |
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U.S. Highway 29
N. |
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Concord, NC
28027
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You are receiving this communication because you hold shares
in the above named company. |
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This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see
reverse side). |
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We encourage you to access and review all of the important
information contained in the proxy materials before voting. |
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See the reverse side of this notice to obtain
proxy materials and voting instructions. |
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Broadridge Internal Use Only
Job # Envelope #
Sequence # # of # Sequence
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0000195428_1 R1.0.0.51160
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE: |
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1. Annual
Report 2. Notice & Proxy Statement
How to View Online:
Have the information that is printed in the box marked by the arrow
(located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please
choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE: 1-800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the
information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as
instructed above on or before April 02, 2014 to facilitate timely delivery. |
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Please Choose One of the Following Voting Methods
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Vote In Person: If you choose to vote these shares in person at the
meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder
meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
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Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is
printed in the box marked by the arrow
available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction
form. |
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Internal Use Only |
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0000195428_2 R1.0.0.51160
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| Voting items |
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| The Board of Directors recommends that you vote FOR the
following: |
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1. Election of Directors |
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Nominees |
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| 01 O. Bruton Smith |
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02 B. Scott Smith |
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03 David Bruton Smith |
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04 William I. Belk |
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05 William R. Brooks |
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| 06 Bernard C. Byrd, Jr. |
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07 Victor H. Doolan |
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08 Robert Heller |
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09 Robert L. Rewey |
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| The Board of Directors recommends you vote FOR the following proposal(s): |
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| 2 To conduct a non-binding advisory vote on executive compensation paid to our
named executive officers as disclosed in the accompanying proxy statement. |
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| 3 To consider and approve an amendment and restatement of the Sonic Automotive,
Inc. Incentive Compensation Plan. |
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| 4 To ratify the appointment of Ernst & Young LLP as Sonic’s independent
public accountants for the year ending December 31, 2014. |
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| NOTE: In their
discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. |
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Broadridge Internal Use Only
xxxxxxxxxx xxxxxxxxxx
Cusip Job #
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# of # Sequence # |
0000195428_3 R1.0.0.51160
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Reserved for Broadridge Internal Control Information
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THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO
BANKS AND BROKERS AS REQUIRED BY
THE NEW YORK STOCK EXCHANGE |
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Broadridge Internal Use Only |
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THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE |
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0000195428_4 R1.0.0.51160