SONIC AUTOMOTIVE INC CLASS A (SAH)

Sector: Consumer Discretionary

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2026 Annual Meeting Analysis

SONIC AUTOMOTIVE INC CLASS A · Meeting: April 29, 2026

Policy v1.1high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

9

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Directors

9 FOR
✓ FOR
David Bruton Smith

SAH's 3-year price return of +16.8% outperforms the peer group median of +10.1% by +6.7pp, well below the 35pp underperformance threshold required to trigger a No vote; no overboarding, attendance, or independence concerns apply to this executive director.

✓ FOR
Jeff Dyke

As President and executive director, Dyke is subject to the TSR trigger, but SAH's +6.7pp outperformance of the peer median clears the 35pp threshold with ease; no other policy concerns apply.

✓ FOR
William I. Belk

Long-tenured independent director serving as Lead Independent Director and Audit Committee Chair with relevant financial and retail experience; TSR trigger does not fire and no attendance, overboarding, or independence concerns are present.

✓ FOR
William R. Brooks

Brings deep financial and accounting expertise from nearly three decades as Speedway Motorsports CFO; TSR trigger does not fire and no policy concerns identified.

✓ FOR
Michael Hodge

Certified public accountant with significant CFO-level financial expertise at Speedway Motorsports; joined the board in February 2022 and the TSR trigger does not apply; no other concerns identified.

✓ FOR
Keri A. Kaiser

Independent director with broad marketing, revenue, and strategy leadership experience across multiple industries; TSR trigger does not fire and no attendance, overboarding, or independence concerns are present.

✓ FOR
B. Scott Smith

Co-founder of Sonic with deep automotive industry knowledge; joined the board in July 2022 so tenure is under three years and the TSR trigger does not apply; no other policy concerns identified.

✓ FOR
Marcus G. Smith

CEO of Speedway Motorsports with extensive automotive industry experience; has served since July 2019 and the TSR trigger does not fire given SAH's outperformance of the peer group median; no other policy concerns identified.

✓ FOR
R. Eugene Taylor

Seasoned banking and finance executive with 38 years at Bank of America and relevant board experience; TSR trigger does not fire and no attendance, overboarding, or independence concerns are present.

All nine director nominees receive a FOR vote. SAH's 3-year price return of +16.8% outperforms its disclosed compensation peer group median of +10.1% by +6.7pp, which is well below the 35pp underperformance threshold needed to trigger a No vote under the low-positive-TSR policy band. No directors are overboarded, attendance was at or above 75% for all nominees, audit committee members have demonstrated financial expertise, and no disqualifying familial relationships to senior management or independence concerns were identified for committee assignments.

Say on Pay

✓ FOR

CEO

David Bruton Smith

Total Comp

$11,830,626

Prior Support

96.11%%

CEO David Bruton Smith received total compensation of approximately $11.8 million in 2025, consisting of a $1.74 million base salary, a $5.65 million performance-based cash bonus, and $3.98 million in performance-based equity awards — with incentive pay comprising roughly 85% of total compensation, well above the 50-60% variable pay threshold. Both the cash bonus and equity awards were tied to objective Adjusted EPS and customer satisfaction goals that were certified as met at or above the maximum level, meaning pay was genuinely earned through performance. Prior Say on Pay support has been exceptionally high (96% in both 2023 and 2025, over 99% in 2024), reflecting consistent shareholder satisfaction, and SAH's 3-year stock performance of +16.8% outpaces the peer group median of +10.1%, confirming reasonable pay-for-performance alignment.

Auditor Ratification

✓ FOR

Auditor

Grant Thornton LLP

Tenure

3 yrs

Audit Fees

$1,857,725

Non-Audit Fees

$0

Grant Thornton has served as SAH's auditor since March 2023 — just three years — well below the 25-year tenure threshold. Non-audit fees are zero, meaning there is no independence concern from consulting or advisory work. Grant Thornton is a large national firm appropriate for a $2.1 billion market-cap company, and no material financial restatements have been disclosed.

Overall Assessment

SAH's 2026 annual meeting ballot presents five proposals: election of nine directors, auditor ratification, an advisory Say on Pay vote, and two equity plan approvals. All three standard governance proposals — director elections, auditor ratification, and Say on Pay — receive FOR votes, supported by above-peer-median stock performance, a clean audit fee profile with zero non-audit fees, and a well-structured executive pay program where roughly 85% of CEO compensation is performance-based and tied to objective goals that were certified as achieved.

Filing date: March 6, 2026·Policy v1.1·high confidence

Compensation Peer Group

5 companies disclosed in 2026 proxy filing

ABGAsbury Automotive Group, Inc.
ANAutoNation, Inc.
GPIGroup 1 Automotive, Inc.
LADLithia Motors, Inc.
PAGPenske Automotive Group, Inc.