Additional Proxy Soliciting Materials (definitive) (defa14a)
March 06 2017 - 3:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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☐
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Definitive Proxy Statement
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☒
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §
240.14a-12
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SONIC AUTOMOTIVE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☐
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1)
and
0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11
(set forth the amount on
which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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☐
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Fee paid previously with preliminary materials.
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☐
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)
and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on April 18, 2017
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SONIC AUTOMOTIVE, INC.
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Meeting
Information
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Meeting Type:
Annual Meeting
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For holders as of:
February 21, 2017
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Date:
April 18, 2017
Time:
2:00 PM EDT
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Location:
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Sonic Automotive, Inc.
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4401 Colwick Road
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Charlotte, NC 28211
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You are receiving this communication because you hold
shares in the above named company.
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This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the
more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at
www.proxyvote.com
or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information
contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting
instructions.
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Before You Vote
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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1. Notice of Annual Meeting and Proxy Statement 2. Annual Report
How to View Online:
Have the information that is printed in the box marked by
the arrow
(located on the following page) and visit:
www.proxyvote.com
.
How to Request and Receive a PAPER or E-MAIL
Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please
choose one of the following methods to make your request:
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1)
BY INTERNET
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www.proxyvote.com
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2)
BY TELEPHONE
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1-800-579-1639
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3)
BY E-MAIL*
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sendmaterial@proxyvote.com
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* If requesting materials by e-mail, please send a blank e-mail
with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
Requests, instructions and other inquiries sent
to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 04, 2017 to facilitate timely delivery.
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How To
Vote
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Please Choose One of the Following Voting Methods
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Vote In Person:
If you choose to vote these shares in person at the meeting,
you must request a
legal proxy.
To do so, please follow the instructions at
www.proxyvote.com
or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have
attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
Vote By Internet:
To vote now by Internet, go to
www.proxyvote.com
. Have the information that is printed in the box marked by the arrow
available and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
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The Board of Directors recommends that you
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vote FOR the following:
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1.
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Election of Directors
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Nominees
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01
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O. Bruton Smith
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02 B. Scott Smith
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03 David Bruton Smith
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04 William I. Belk
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05 William R. Brooks
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06
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Victor H. Doolan
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07 John W. Harris III
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08 Robert Heller
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09 R. Eugene Taylor
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The Board of Directors recommends you vote FOR the following
proposal (s):
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2.
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Ratification of the appointment of KPMG LLP as Sonics independent registered public accounting firm for fiscal 2017.
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3.
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Approval of the amendment to Sonics Amended and Restated
Certificate of Incorporation to add trusts to the definition of a Family Controlled Entity.
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4.
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Advisory vote to approve Sonics named executive officer
compensation.
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The Board of Directors recommends you vote 1 YEAR on the
following proposal:
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5.
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Advisory vote on the frequency of future advisory votes to approve Sonics named executive officer compensation.
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The Board of Directors recommends you vote FOR the following
proposal (s):
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6.
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Approval of the amendment and restatement of the Sonic Automotive, Inc. 2012 Formula Restricted Stock Plan for Non-Employee Directors.
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NOTE:
In their discretion, the proxy holders are authorized to vote upon such other business as may
properly come before the meeting or any adjournment or postponement thereof.
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