Table of Contents
I
93
SAH 2019 Proxy Statement
Letter to Stockholders
I
Notice of 2019 Annual Meeting of Stockholders
II
Table of Contents
III
General Information
1
Security Ownership of Certain Beneficial Owners and Management
5
Section 16(a) Beneficial Ownership Reporting Compliance
8
Proposal 1: Election of Directors
9
Corporate Governance and Board of Directors
12
Director Compensation
21
Audit Committee Report
24
Proposal 2: Ratificaiton of the Appointment of Independent Registered Public Accounting Firm
26
Executive Compensation
28
Compensation Discussion and Analysis
28
Compensation Committee Report
39
Summary Compensation Table
40
Grants of Plan-Based Awards During 2018
42
Employment Agreements and Change in Control Agreements
43
Outstanding Equity Awards at Fiscal 2018 Year-End
46
Option Exercises and Stock Vested During 2018
47
Pension Benefits for 2018
48
CEO Pay Ratio
51
Potential Payments Upon Termination or Change in Control
52
Equity Compensation Plan Information
56
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
59
Proposal 4: Approval of the Amendment and Restatement of the Sonic Automotive, Inc. 2012 Stock Incentive Plan
60
Additional Corporate Governance and Other Information
71
Appendix A: Sonic Automotive, Inc. 2012 Stock Incentive Plan, Amended and Restated of April 24, 2019
73
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