Document

Votes Against

Abstentions

Broker Non-Votes

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:

3. Advisory vote to approve the Company’s named executive officer compensation in fiscal 2017:

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