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 25, 2018
____________________________________
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 





Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On April 25, 2018, Sonic Automotive, Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual Meeting”).
(b) At the Annual Meeting, the Company’s stockholders (i) elected all nine 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 KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2018; and (iii) approved, on an advisory basis, the Company’s named executive officer compensation in fiscal 2017. The proposals are further described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 6, 2018.
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
O. Bruton Smith
 
140,156,173
 
6,986,910
 
4,427
 
3,147,269
B. Scott Smith
 
146,154,712
 
988,371
 
4,427
 
3,147,269
David Bruton Smith
 
145,702,427
 
1,440,685
 
4,398
 
3,147,269
William I. Belk
 
145,043,853
 
2,099,259
 
4,398
 
3,147,269
William R. Brooks
 
145,243,773
 
1,899,339
 
143,852
 
3,147,269
Victor H. Doolan
 
144,990,821
 
2,012,837
 
4,398
 
3,147,269
John W. Harris III
 
146,222,461
 
920,651
 
4,427
 
3,147,269
Robert Heller
 
143,972,705
 
3,170,378
 
4,398
 
3,147,269
R. Eugene Taylor
 
146,213,770
 
929,342
 
7,316
 
3,147,269
2. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting
firm for fiscal 2018:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
150,282,415
 
5,048
 
7,316
 
3,147,269
3. Advisory vote to approve the Company’s named executive officer compensation in fiscal 2017:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
140,872,217
 
6,268,776
 
6,517
 
3,147,269






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 30, 2018
By:
/s/ STEPHEN K. COSS
 
 
Stephen K. Coss
 
 
Senior Vice President and General Counsel