UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 14, 2015
SONIC AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
| 1-13395 | 56-2010790 | |
| (Commission File Number) |
(IRS Employer Identification 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.)
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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Sonic Automotive, Inc. (the “Company”) held its annual meeting of stockholders on April 15, 2015. At the meeting, stockholders elected all ten of the Company’s nominees for director; ratified the appointment of KPMG LLP as the Company’s independent auditor for 2015; approved the Company’s named executive officers’ compensation; and approved the amendment and restatement of the Company’s 2012 Stock Incentive Plan, as follows:
1. Election of Directors
| Votes For | Votes Withheld |
Non-Votes | ||||||||||
| O. Bruton Smith |
151,894,174 | 2,196,867 | 3,152,843 | |||||||||
| B. Scott Smith |
152,216,579 | 1,874,462 | 3,152,843 | |||||||||
| David Bruton Smith |
152,217,087 | 1,873,954 | 3,152,843 | |||||||||
| William I. Belk |
152,925,571 | 1,165,470 | 3,152,843 | |||||||||
| William R. Brooks |
152,045,074 | 2,045,967 | 3,152,843 | |||||||||
| Bernard C. Byrd, Jr. |
153,337,357 | 753,684 | 3,152,843 | |||||||||
| Victor H. Doolan |
153,024,040 | 1,067,001 | 3,152,843 | |||||||||
| John W. Harris, III |
153,345,988 | 745,053 | 3,152,843 | |||||||||
| Robert Heller |
153,311,545 | 779,496 | 3,152,843 | |||||||||
| R. Eugene Taylor |
152,483,566 | 1,607,475 | 3,152,843 | |||||||||
2. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2015.
| Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||
| 157,231,387 | 10,627 | 1,870 | -0- | |||||||||||
3. Advisory approval of our named executive officers’ compensation.
| Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||
| 153,027,930 | 1,050,228 | 12,882 | 3,152,843 | |||||||||||
4. Approval of amendment and restatement of the Sonic Automotive, Inc. 2012 Stock Incentive Plan.
| Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||
| 152,144,605 | 1,933,001 | 13,435 | 3,152,843 | |||||||||||
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. | ||||||
| Date: April 16, 2015 | By: | /s/ Stephen K. Coss | ||||
| Stephen K. Coss | ||||||
| Senior Vice President and General Counsel | ||||||