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Sonic Automotive (SAH) shareholders approve 2026 equity plan and all directors

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8-K

Rhea-AI Filing Summary

Sonic Automotive, Inc. reported results of its 2026 annual meeting of stockholders and the approval of a new long-term incentive plan. Stockholders approved the 2026 Equity Incentive Plan, which became effective as of February 11, 2026 upon stockholder approval.

The 2026 Equity Incentive Plan replaces the 2012 Stock Incentive Plan and reserves 2,318,148 shares of Class A common stock for equity awards such as stock options, stock appreciation rights, restricted stock and restricted stock units. Shares from expired or forfeited awards under the 2012 plan can be recycled into the new plan under specified conditions.

At the meeting, stockholders elected all nine director nominees, ratified Grant Thornton LLP as independent auditor for fiscal 2026, approved on an advisory basis 2025 named executive officer compensation, and approved an updated restricted stock and deferral plan for non-employee directors.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share reserve 2,318,148 shares Reserved under 2026 Equity Incentive Plan
Carryover shares from 2012 plan 318,148 shares Available under 2012 plan as of April 29, 2026
Plan termination time 11:59 p.m. on February 10, 2036 Scheduled end of 2026 Equity Incentive Plan
Equity plan approval votes 133,026,040 for / 5,662,777 against Stockholder vote on 2026 Equity Incentive Plan
Say-on-pay votes 133,238,802 for / 5,439,356 against Advisory vote on 2025 executive compensation
Auditor ratification votes for 140,643,605 votes Ratification of Grant Thornton LLP for fiscal 2026
Board size 9 directors All nine nominees elected for one-year terms
2026 Equity Incentive Plan financial
"At the Annual Meeting, the Company’s stockholders approved the Sonic Automotive, Inc. 2026 Equity Incentive Plan"
stock appreciation rights financial
"may be granted in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
restricted stock units financial
"awards under the 2026 Equity Incentive Plan may be granted in the form of ... restricted stock units and other stock awards"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
broker non-votes financial
"Votes For, Votes Against, Abstentions, Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for fiscal 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
0001043509FALSE00010435092026-04-292026-04-29

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 29, 2026
____________________________________
SONIC AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
 ____________________________________
Delaware
(State or other jurisdiction
of incorporation)
1-1339556-2010790
(Commission
File Number)
(IRS Employer
Identification No.)
4401 Colwick Road
Charlotte,North Carolina28211
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01 per shareSAHNew York Stock Exchange
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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On April 29, 2026, Sonic Automotive, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Sonic Automotive, Inc. 2026 Equity Incentive Plan (the “2026 Equity Incentive Plan”). The 2026 Equity Incentive Plan was adopted by the Company’s Board of Directors (the “Board”) on February 11, 2026, subject to stockholder approval. Upon stockholder approval at the Annual Meeting, the 2026 Equity Incentive Plan became effective as of February 11, 2026.
The 2026 Equity Incentive Plan replaces the Sonic Automotive, Inc. 2012 Stock Incentive Plan (the “2012 Stock Incentive Plan”), and no further awards will be granted under the 2012 Stock Incentive Plan. Awards previously granted under the 2012 Stock Incentive Plan will continue in accordance with their terms.
The Company has reserved for issuance under the 2026 Equity Incentive Plan an aggregate of 2,318,148 shares of the Company’s Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), including 318,148 shares of Class A Common Stock that remained available for issuance under the 2012 Stock Incentive Plan and were not subject to outstanding awards as of April 29, 2026, that may be granted in connection with awards under the 2026 Equity Incentive Plan. In addition, to the extent outstanding awards under the 2012 Stock Incentive Plan expire or are forfeited or canceled for any reason or are settled in cash or otherwise terminated without the delivery of the full number of shares of Class A Common Stock underlying the award or to which the award relates, the corresponding shares of Class A Common Stock that otherwise would have returned to the share reserve of the 2012 Stock Incentive Plan will be added to the share reserve and become available for issuance under the 2026 Equity Incentive Plan.
Shares of Class A Common Stock covered by awards that expire or are forfeited, canceled, settled in cash or otherwise terminated without the delivery of the full number of covered shares will be available for further awards under the 2026 Equity Incentive Plan to the extent of such expiration, forfeiture, cancellation, cash settlement, or other termination. However, shares of Class A Common Stock subject to an award that are (i) withheld or retained by the Company in payment of the exercise or purchase price of an award (including shares withheld or retained by the Company or not issued in connection with the net settlement or net exercise of an award) or (ii) tendered to, withheld or retained by the Company in payment of tax withholding obligations relating to an award will not become available again for awards under the 2026 Equity Incentive Plan.
The 2026 Equity Incentive Plan authorizes a variety of types of equity-based awards to employees (including the principal executive officer, principal financial officer and other named executive officers) and consultants providing services to the Company. Specifically, awards under the 2026 Equity Incentive Plan may be granted in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock awards.
Unless terminated earlier, the 2026 Equity Incentive Plan will terminate at 11:59 p.m. on February 10, 2036.
The foregoing description of the terms and conditions of the 2026 Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 Equity Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. For a more complete description of the 2026 Equity Incentive Plan, please refer to the discussion under “Proposal 4” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2026.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting was held on April 29, 2026.
(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 Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for fiscal 2026; (iii) approved, on an advisory basis, the Company’s named executive officer compensation in fiscal 2025; (iv) approved the 2026 Equity Incentive Plan; and (v) approved the amendment and restatement of the Sonic Automotive, Inc. 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors. The proposals are further described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 6, 2026.


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		AbstentionsBroker
Non-Votes
David Bruton Smith129,446,9149,236,7728,0861,961,571
Jeff Dyke134,224,9894,458,7148,0691,961,571
William I. Belk126,717,63611,966,2157,9211,961,571
William R. Brooks128,970,1239,713,4068,2431,961,571
Michael Hodge129,402,4789,281,2198,0751,961,571
Keri A. Kaiser127,694,50210,908,61788,6531,961,571
B. Scott Smith129,399,8339,283,8528,0871,961,571
Marcus G. Smith129,399,5209,283,9968,2561,961,571
R. Eugene Taylor127,491,99211,191,7418,0391,961,571
2.Ratification of the appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for fiscal 2026:
Votes
For		Votes
Against		AbstentionsBroker
Non-Votes
140,643,6051,5358,203—
3.Advisory vote to approve the Company’s named executive officer compensation in fiscal 2025:
Votes
For		Votes
Against		AbstentionsBroker
Non-Votes
133,238,8025,439,35613,6141,961,571
4.Approval of the Sonic Automotive, Inc. 2026 Equity Incentive Plan:
Votes
For		Votes
Against		AbstentionsBroker
Non-Votes
133,026,0405,662,7772,9551,961,571
5.Approval of the amendment and restatement of the Sonic Automotive, Inc. 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors:
Votes
For		Votes
Against		AbstentionsBroker
Non-Votes
132,129,4106,559,3742,9881,961,571










Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.		  Description
10.1
Sonic Automotive, Inc. 2026 Equity Incentive Plan.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).







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.
May 1, 2026By:/s/ STEPHEN K. COSS
Stephen K. Coss
Senior Vice President and General Counsel


Source: View Original Filing on SEC EDGAR

FAQ

What did Sonic Automotive (SAH) stockholders approve at the 2026 annual meeting?

Stockholders approved the 2026 Equity Incentive Plan, elected nine directors, ratified Grant Thornton LLP as auditor for fiscal 2026, endorsed 2025 executive pay on an advisory basis, and approved amended restricted stock and deferral arrangements for non-employee directors.

How many shares are reserved under Sonic Automotive’s 2026 Equity Incentive Plan?

The 2026 Equity Incentive Plan reserves 2,318,148 shares of Class A common stock, including 318,148 shares that remained available under the 2012 Stock Incentive Plan and were not subject to outstanding awards as of April 29, 2026.

When does Sonic Automotive’s 2026 Equity Incentive Plan expire?

The 2026 Equity Incentive Plan is scheduled to terminate at 11:59 p.m. on February 10, 2036, unless it is terminated earlier. After that date, no new awards may be granted, although existing awards can continue under their terms.

What types of awards can be granted under Sonic Automotive’s 2026 Equity Incentive Plan?

The plan allows incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock awards. These equity incentives may be granted to employees and consultants providing services to Sonic Automotive.

How did Sonic Automotive (SAH) stockholders vote on the 2026 Equity Incentive Plan?

Stockholders cast 133,026,040 votes for, 5,662,777 votes against, and 2,955 abstentions, with 1,961,571 broker non-votes, approving the 2026 Equity Incentive Plan at the April 29, 2026 annual meeting.

Who is Sonic Automotive’s independent auditor for fiscal 2026?

Stockholders ratified Grant Thornton LLP as Sonic Automotive’s independent registered public accounting firm for fiscal 2026, with 140,643,605 votes for, 1,535 votes against and 8,203 abstentions, and no broker non-votes reported on this proposal.

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