8-K current report · filed May 1, 2026

SONIC AUTOMOTIVE INC (SAH) 8-K Current Report: May 1, 2026

Item 5.02Item 5.07SAH overview

Short answer

SONIC AUTOMOTIVE INC (SAH) filed an 8-K current report with the SEC on May 1, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 5.07 (Submission of Matters to a Vote of Security Holders). Stockholders approved the 2026 Equity Incentive Plan, effective February 11, 2026.

SONIC AUTOMOTIVE INC 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • Stockholders approved the 2026 Equity Incentive Plan, effective February 11, 2026
  • 2,318,148 Class A shares reserved for employee and consultant equity awards
  • New plan replaces the 2012 plan; existing awards remain outstanding under original terms
  • Equity authorization supports options, appreciation rights, restricted stock, and restricted stock units through February 10, 2036
  • Potential dilution from future awards, with forfeited or expired shares generally recycling into the reserve

Item 5.07 · Submission of Matters to a Vote of Security Holders

  • Stockholders re-elected all nine directors, preserving board continuity through the next annual meeting
  • Grant Thornton LLP ratified as fiscal 2026 independent auditor with 140,643,605 votes for
  • Executive compensation approved on advisory basis with 133,238,802 votes for
  • 2026 Equity Incentive Plan approved, supporting continued equity-based employee compensation
  • Amended director restricted-stock and deferral plan approved, maintaining non-employee director equity incentives

Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean

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