Sonic Automotive (SAH) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 23, 2025, to elect nine directors, ratify the appointment of Grant Thornton LLP as auditor, and approve executive compensation on an advisory basis.

• Only holders of record as of February 28, 2025, are entitled to vote, with Class A shares having one vote and Class B shares ten votes per share.

• The Board recommends voting FOR all proposals and provides multiple voting methods, including mail, phone, internet, and in-person.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying Grant Thornton LLP as auditor, and an advisory vote on executive compensation.

• Shareholders can submit director nominations and proposals for future meetings, following specific advance notice and disclosure requirements.

• The Board recommends voting FOR all three main proposals.

Board of directors and corporate governance

• The Board consists of nine members, with three independent directors and six non-independent due to controlled company status.

• The Board has Audit, Compensation, and NCG Committees, each with defined charters and independent membership where required.

• Annual self-evaluations are conducted for the Board and its committees, and all directors attended at least 75% of meetings in 2024.

• The Lead Independent Director presides over executive sessions of independent directors.