Sonic Automotive, Inc. Files Definitive Proxy Statement

TL;DR

<b>Sonic Automotive, Inc. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023, detailing executive compensation and operational data.</b>

AI Summary

SONIC AUTOMOTIVE INC (SAH) filed a Proxy Statement (DEF 14A) with the SEC on March 15, 2024. Sonic Automotive, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 15, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 4401 Colwick Road, Charlotte, NC 28211. The filing includes data related to executive compensation, stock awards, and pension adjustments for the years 2020-2023. Sonic Automotive, Inc. is classified under SIC code 5500 for Retail - Auto Dealers & Gasoline Stations.

Why It Matters

For investors and stakeholders tracking SONIC AUTOMOTIVE INC, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation packages and corporate governance practices, enabling informed voting decisions. The detailed breakdown of stock and option awards, along with pension adjustments, offers insight into the company's incentive structures and long-term commitment to its key personnel.

Risk Assessment

Risk Level: — SONIC AUTOMOTIVE INC shows moderate risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures without immediate financial performance indicators or significant strategic shifts, thus posing a low immediate risk.

Analyst Insight

Review the executive compensation details and shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and shareholder value.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed Period of Report)
• 2024-03-15 — Filing Date (As of Date)
• 5500 — SIC Code (Standard Industrial Classification)

Key Players & Entities

• SONIC AUTOMOTIVE INC (company) — Filer
• 4401 COLWICK ROAD (location) — Business Address
• CHARLOTTE (location) — Business Address City
• NC (location) — Business Address State
• 28211 (location) — Business Address Zip
• 704-566-2400 (phone) — Business Phone

FAQ

Industry Context

Sonic Automotive operates within the retail auto dealers and gasoline stations industry, a sector characterized by cyclical sales and significant capital investment.

Regulatory Implications

The filing is a standard DEF 14A, subject to SEC regulations governing proxy solicitations and corporate disclosures.

What Investors Should Do

1. Analyze the compensation structure for named executive officers.
2. Review shareholder proposals and voting recommendations.
3. Assess any changes in corporate governance policies disclosed in the filing.

Key Dates

• 2024-03-15: Filing Date — Definitive Proxy Statement filed for fiscal year 2023.

Year-Over-Year Comparison

This filing is a DEF 14A, which typically follows the company's annual financial reporting and focuses on proxy information rather than new financial performance data.

Filing Documents

• sah-20240314.htm (DEF 14A) — 953KB
• sah-20240314_g1.jpg (GRAPHIC) — 17KB
• sah-20240314_g2.jpg (GRAPHIC) — 112KB
• sah-20240314_g3.jpg (GRAPHIC) — 100KB
• sah-20240314_g4.jpg (GRAPHIC) — 102KB
• sah-20240314_g5.jpg (GRAPHIC) — 151KB
• sah-20240314_g6.jpg (GRAPHIC) — 204KB
• 0001043509-24-000029.txt (&nbsp;) — 3400KB
• sah-20240314.xsd (EX-101.SCH) — 5KB
• sah-20240314_def.xml (EX-101.DEF) — 5KB
• sah-20240314_lab.xml (EX-101.LAB) — 10KB
• sah-20240314_pre.xml (EX-101.PRE) — 6KB
• sah-20240314_htm.xml (XML) — 155KB

Security Ownership of Certain Beneficial Owners and Management 6

Security Ownership of Certain Beneficial Owners and Management 6 Proposal 1: Election of Directors 9 Corporate Governance and Board of Directors 13 Director Compensation 34 Audit Committee Report 38 Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm 40

Executive Compensation 43

Executive Compensation 43 Compensation Discussion and Analysis 43 Compensation Committee Report 61 Summary Compensation Table 62 Grants of Plan-Based Awards During 2023 64 Employment Agreements and Change in Control Agreements 65 Outstanding Equity Awards at Fiscal 2023 Year-End 67 Option Exercises and Stock Vested During 2023 68 Pension Benefits for 2023 69 CEO Pay Ratio 74 Potential Payments Upon Termination or Change in Control 75 Pay Versus Performance 81 Equity Compensation Plan Information 88 Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation 91 Additional Corporate Governance and Other Information 93 i PROXY STATEMENT GENERAL INFORMATION The 2024 annual meeting of stockholders of Sonic Automotive, Inc. will be held at 2:00 p.m., Eastern Time, on Wednesday, April 24, 2024 at Sonic's corporate headquarters located at 4401 Colwick Road, Charlotte, North Carolina 28211, for the purposes set forth in the accompanying Notice of 2024 Annual Meeting of Stockholders. In this Proxy Statement, we refer to this meeting, together with any adjournment or postponement thereof, as the "Annual Meeting." Only holders of record of Sonic's Class A Common Stock and Class B Common Stock as of the close of business on February 29, 2024 (the "Record Date") are entitled to receive notice of, and to vote at, the Annual Meeting. This Proxy Statement and form of proxy are being furnished to stockholders in connection with the solicitation by the Board of Directors (the "Board of Directors" or the "Board") of proxies to be used at the Annual Meeting. On or about March 15, 2024, Sonic began mailing to its stockholders this Proxy Statement, the accompanying proxy card or voting instruction form and the 2023 Annual Report to Stockholders, or a notice letter, as applicable. References in this Proxy Statement to "Sonic," the "Company," "we," "us," "our" and similar terms refer to Sonic Automotive, Inc. We sometimes refer in this Proxy Statement to o

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The table below sets forth certain information regarding the beneficial ownership of Sonic's Common Stock as of the close of business on February 29, 2024, by (i) each person known by Sonic to beneficially own more than 5% of a class of the outstanding shares of Common Stock, (ii) each director and director nominee, (iii) each named executive officer listed in the Summary Compensation Table and (iv) all directors and executive officers as a group. As of the close of business on February 29, 2024, a total of 22,070,687 shares of Class A Common Stock and 12,029,375 shares of Class B Common Stock were outstanding. Except as otherwise indicated in the footnotes below, each of the persons named in the table has sole voting and investment power with respect to the securities indicated as beneficially owned by such person, subject to community property laws where applicable. Unless otherwise indicated in the footnotes below, the address for each of the beneficial owners is c/o Sonic Automotive, Inc., 4401 Colwick Road, Charlotte, North Carolina 28211. Beneficial Owner Number of Shares of Class A Common Stock (1) Percentage of Outstanding Class A Common Stock Number of Shares of Class B Common Stock Percentage of Outstanding Class B Common Stock Percentage of All Outstanding Voting Stock (2) David Bruton Smith (3)(4)(5) 1,426,945 6.5 % 12,029,375 100.0 % 39.3 % B. Scott Smith (3)(4)(6) 1,221,808 5.6 % 12,029,375 100.0 % 38.9 % Marcus G. Smith (3)(4)(7) 924,472 4.2 % 12,029,375 100.0 % 38.0 % Sonic Financial Corporation (3)(4) — * 9,858,125 82.0 % 28.9 % OBS Family, LLC (3)(4) 836,534 3.8 % 2,171,250 18.0 % 8.8 % Jeff Dyke (8) 259,549 1.2 % — — * Heath R. Byrd (9) 66,887 * — — * William I. Belk (10) 97,218 * — — * William R. Brooks (11) 107,692 * — — * Michael Hodge (12) 8,788 * — — * Keri A. Kaiser (13) 14,755 * — — * R. Eugene Taylor (10) 53,976 * — — * All dire

View Full Filing

View this DEF 14A filing on SEC EDGAR