Not independent
Tenure on this board
3.9 yrs
9 nominees · 5 ballot items.
Election of nine directors; Ratification of Grant Thornton LLP as independent auditors for fiscal 2026; Advisory (non-binding) approval of named executive officer compensation for fiscal 2025; Approval of the Sonic Automotive, Inc. 2026 Equity Incentive Plan (2,000,000-share reserve plus prior plan leftovers); Approval of the amendment and restatement to extend the 2012 Formula Restricted Stock and Deferral Plan for Non‑Employee Directors to April 17, 2032.
Elect nine directors nominated by the Board to serve until the 2027 annual meeting; each nominee listed in proxy; majority vote standard in uncontested elections.
Ratify appointment of Grant Thornton LLP as Sonic’s independent registered public accounting firm for fiscal 2026.
Non-binding, advisory vote to approve the compensation of Sonic’s named executive officers for fiscal 2025.
Approve new 2026 Equity Incentive Plan with an initial reserve of 2,000,000 shares plus any unused shares from the 2012 Stock Incentive Plan, to replace the 2012 Plan upon approval.
Approve extension of term of the 2012 Formula Plan to April 17, 2032 (no other changes) allowing continued formula grants to non-employee directors.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.0% | 1,585,569 | $109M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.0% | 1,250,514 | $86M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.6% | 828,874 | $57M |
| 4 | STATE STREET CORP | 2.1% | 675,852 | $47M |
| 5 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.0% | 634,926 | $44M |
| 6 | WESTWOOD HOLDINGS GROUP INC | 1.9% | 607,882 | $42M |
| 7 | BlackRock, Inc. | 1.8% | 584,339 | $40M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 1.8% | 577,893 | $40M |
| 9 | Invesco Ltd. | 1.4% | 438,236 | $30M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.0% | 326,677 | $22M |
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