Sonic Automotive (SAH) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 29, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, and equity plans.

• Shareholders of record as of March 2, 2026, are eligible to vote, with multiple voting methods available.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying Grant Thornton LLP as auditor, approving executive compensation, adopting the 2026 Equity Incentive Plan, and amending the 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors.

• All proposals require a majority of votes cast for approval; the board unanimously recommends voting “FOR” each.

• Shareholders can submit director nominations and proposals for the 2027 meeting following specific bylaw procedures.

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 Smith family holds majority voting control; board committees include Audit, Compensation, and NCG, each with defined responsibilities.

• Annual board and committee evaluations are conducted, and directors are expected to attend annual meetings.

• Stock ownership guidelines and anti-hedging policies are in place for directors and executives.