---
schema_version: "secwatch.filing_event.v1"
accession: "0001043509-23-000011"
form_type: "8-K"
ticker: "SAH"
cik: "0001043509"
company_name: "SONIC AUTOMOTIVE INC"
filed_at: "2023-05-16T23:59:59+00:00"
generated_at: "2026-06-14T23:07:14.567771+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Sonic Automotive shareholders approve all 6 proposals at 2023 annual meeting

## Summary
- All 10 director nominees elected with highest vote 135.2M for David Bruton Smith, lowest 127.6M for R. Eugene Taylor.
- Grant Thornton LLP ratified as auditor for FY2023 with 142.0M votes for, only 66,566 against.
- Say-on-pay approved on advisory basis with 134.1M for, 6.0M against; frequency set to annual until 2029.
- Amendment to certificate of incorporation limiting senior officer liability passed with 126.9M for, 13.2M against.
- 2012 Formula Restricted Stock Plan for non-employee directors amended and restated with 134.5M for.

## SEC filing metadata
- accession: 0001043509-23-000011
- form_type: 8-K
- ticker: SAH
- cik: 0001043509
- company_name: SONIC AUTOMOTIVE INC
- filed_at: 2023-05-16T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1043509/000104350923000011/0001043509-23-000011-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1043509/000104350923000011/sah-20230515.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001043509-23-000011
- JSON: https://secwatch.observer/filing/0001043509-23-000011.json
- Plain text: https://secwatch.observer/filing/0001043509-23-000011.txt

## Key facts
- Shareholder Votes
  SONIC AUTOMOTIVE INC shareholders approved Election of directors at the 2023-05-15 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-15
  source text: (i) elected all 10 of the Company’s nominees for director to serve for a term of one year or until their successors are duly elected and qualified;
  evidence_url: https://www.sec.gov/Archives/edgar/data/1043509/000104350923000011/0001043509-23-000011-index.htm
- Shareholder Votes
  SONIC AUTOMOTIVE INC shareholders approved Advisory vote to approve the Company’s named executive officer compensation in fiscal 2022 at the 2023-05-15 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-15
  source text: (iii) approved, on an advisory basis, the Company’s named executive officer compensation in fiscal 2022;
  evidence_url: https://www.sec.gov/Archives/edgar/data/1043509/000104350923000011/0001043509-23-000011-index.htm
- Shareholder Votes
  SONIC AUTOMOTIVE INC shareholders approved Approval of the amendment and restatement of the Sonic Automotive, Inc. 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors at the 2023-05-15 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-15
  source text: (v) approved the amendment and restatement of the Sonic Automotive, Inc. 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors (the “2012 Formula Plan”);
  evidence_url: https://www.sec.gov/Archives/edgar/data/1043509/000104350923000011/0001043509-23-000011-index.htm
- Shareholder Votes
  SONIC AUTOMOTIVE INC shareholders approved Advisory vote on the frequency of future advisory votes to approve the Company's named executive officer compensation at the 2023-05-15 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-15
  source text: (iv) voted, on an advisory basis, in favor of holding future advisory votes to approve the Company’s named executive officer compensation every year;
  evidence_url: https://www.sec.gov/Archives/edgar/data/1043509/000104350923000011/0001043509-23-000011-index.htm
- Shareholder Votes
  SONIC AUTOMOTIVE INC shareholders approved Approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the personal liability of certain senior officers of the Company as permitted by recent amendments to the General Corporation Law of the State of Delaware at the 2023-05-15 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-05-15
  source text: (vi) approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the personal liability of certain senior officers of the Company as permitted by recent amendments to the General Corporation Law of the State of Delaware.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1043509/000104350923000011/0001043509-23-000011-index.htm
- Shareholder Votes
  SONIC AUTOMOTIVE INC shareholders approved Ratification of the appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for fiscal 2023 at the 2023-05-15 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-15
  source text: (ii) ratified the appointment of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for fiscal 2023;
  evidence_url: https://www.sec.gov/Archives/edgar/data/1043509/000104350923000011/0001043509-23-000011-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.