Sonic Automotive Inc. filed SEC Form 8-K: Leadership Update
$SAH
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2026
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective May 6, 2026, the Compensation Committee approved grants of performance-based restricted stock units under the Sonic Automotive, Inc. 2026 Equity Incentive Plan to the following Executive Officers in the following amounts: Mr. David Bruton Smith, 69,872 units; Mr. Jeff Dyke, 38,175 units; and Mr. Heath R. Byrd, 26,183 units. These restricted stock unit awards will not be eligible for dividend equivalents or voting rights. As provided by the Compensation Committee, these restricted stock units generally remain subject to forfeiture until February 11, 2029 based on continuation of employment and violation of any restrictive covenants or confidentiality provisions contained in any agreement between the Company and the respective officer. The awards of restricted stock units are also subject to forfeiture, in whole or in part, based on achievement of specified measures of the Company’s defined adjusted earnings per share performance for the 2026 calendar year. Subject to the performance condition, these awards vest in three annual installments, with 25% of the restricted stock units vesting on March 31, 2027, 30% of the restricted stock units vesting on February 11, 2028, and 45% of the restricted stock units vesting on February 11, 2029. Following vesting, the restricted stock units will be converted to, and paid in the form of shares of the Company’s Class A common stock, an equivalent cash value or a combination of shares of the Company’s Class A common stock and cash, at the option and in the sole discretion of the Compensation Committee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SONIC AUTOMOTIVE, INC. | ||||||||
| May 8, 2026 | By: | /s/ STEPHEN K. COSS | ||||||
| Stephen K. Coss | ||||||||
| Senior Vice President and General Counsel | ||||||||