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Sonic Automotive, Inc. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and Sonic Automotive, Inc.’s Form 8-K, filed April 24, 2025 (Item 5.07 on EDGAR). Page generated October 25, 2026.

  • 11Ballot items
  • 242Asset managers
  • 3,072Fund votes
  • April 23, 2025Meeting date

Results at a glance

Meeting of April 23, 2025: 11 items on Sonic Automotive, Inc.’s Form 8-K, filed April 24, 2025: 11 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Sonic Automotive, Inc. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by Sonic Automotive, Inc.

These tallies are Sonic Automotive, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed April 24, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

Sonic Automotive, Inc. — official shareholder meeting results, meeting held April 23, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: David Bruton Smith 128,488,85010,545,9004,519 --2,242,688 92%Not verified—
Elect Director: Jeff Dyke 133,180,1935,854,3994,677 --2,242,688 96%Not verified—
Elect Director: William I. Belk 131,601,4897,433,2734,507 --2,242,688 95%Not verified—
Elect Director: William R. Brooks 133,048,1205,986,4614,688 --2,242,688 96%Not verified—
Elect Director: Michael Hodge 127,985,16510,988,87965,225 --2,242,688 92%Not verified—
Elect Director: Keri A. Kaiser 131,953,0616,966,851119,357 --2,242,688 95%Not verified—
Elect Director: B. Scott Smith 127,256,82811,777,9224,519 --2,242,688 92%Not verified—
Elect Director: Marcus G. Smith 127,256,83911,777,9074,523 --2,242,688 92%Not verified—
Elect Director: R. Eugene Taylor 126,806,96312,227,6254,681 --2,242,688 91%Not verified—
2. Ratification of the appointment of Grant Thornton LLP to serve as the Company's independent registered public accounting firm for fiscal 2025 141,275,3301,4725,155 ---- 99.9%Not verified—
3. Advisory vote to approve the Company's named executive officer compensation in fiscal 2024 133,618,6405,406,78513,844 --2,242,688 96%Not verified—

Source: Sonic Automotive, Inc., Form 8-K, filed with the SEC on April 24, 2025 — read the filing on EDGAR.

How asset managers voted at the Sonic Automotive, Inc. 2024-2025 meeting

Each item below shows how the 242 asset managers that disclosed a Sonic Automotive, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: B. Scott Smith

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 127,256,828AGAINST: 11,777,922
Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: Election of Directors: B. Scott Smith

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: B. Scott Smith”): 127,256,828 for, 11,777,922 against, per its Form 8-K filed April 24, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 4,378,043 for, 4,568,406 against, 12,017 not voted.

FORAGAINST
FOR: 4,378,043AGAINST: 4,568,406NOT VOTED: 12,017
Largest asset managers voting on “Election of Directors: B. Scott Smith” at Sonic Automotive, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock1,652,4740 00For
Vanguard1,515,4160 00For
Dimensional01,358,984 00Against
Fidelity312,716352,382 00Mixed
Delaware/Macquarie0621,649 00Against
Charles Schwab374,5470 00For
HOTCHKIS & WILEY FUNDS /DE/0295,850 00Against
AMERICAN BEACON FUNDS0289,119 00Against
State Street0286,295 00Against
Invesco0265,461 00Against
Ultimus Managers Trust149,0600 00For
TIAA0126,746 00Against
FIRST EAGLE FUNDS0118,783 00Against
Columbia Threadneedle0112,364 00Against
WisdomTree0111,759 00Against
Northern Trust94,3880 00For
Victory Capital073,559 00Against
JPMorgan70,0220 00For
Harbor Funds II056,093 00Against
First Trust053,235 00Against
PIMCO053,126 00Against
Investment Managers Series Trust44,9710 00For
Principal043,189 00Against
Nationwide1,69341,340 00Against
Jackson National041,086 00Against

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

2. Elect Director: David Bruton Smith

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 128,488,850AGAINST: 10,545,900
Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: Election of Directors: David Bruton Smith

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: David Bruton Smith”): 128,488,850 for, 10,545,900 against, per its Form 8-K filed April 24, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 4,958,425 for, 3,988,024 against, 12,017 not voted.

FORAGAINST
FOR: 4,958,425AGAINST: 3,988,024NOT VOTED: 12,017
Largest asset managers voting on “Election of Directors: David Bruton Smith” at Sonic Automotive, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock1,652,4740 00For
Vanguard1,515,4160 00For
Dimensional01,358,984 00Against
Fidelity312,716352,382 00Mixed
Delaware/Macquarie0621,649 00Against
Charles Schwab374,5470 00For
HOTCHKIS & WILEY FUNDS /DE/0295,850 00Against
AMERICAN BEACON FUNDS0289,119 00Against
State Street286,2950 00For
Invesco265,4610 00For
Ultimus Managers Trust149,0600 00For
TIAA0126,746 00Against
FIRST EAGLE FUNDS0118,783 00Against
Columbia Threadneedle0112,364 00Against
WisdomTree0111,759 00Against
Northern Trust94,3880 00For
Victory Capital073,559 00Against
JPMorgan70,0220 00For
Harbor Funds II056,093 00Against
First Trust053,235 00Against
PIMCO053,126 00Against
Investment Managers Series Trust44,9710 00For
Principal043,189 00Against
Nationwide1,69341,340 00Against
Jackson National041,086 00Against

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

3. Elect Director: Jeff Dyke

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 133,180,193AGAINST: 5,854,399
Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: Election of Directors: Jeff Dyke

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: Jeff Dyke”): 133,180,193 for, 5,854,399 against, per its Form 8-K filed April 24, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 4,893,457 for, 4,052,992 against, 12,017 not voted.

FORAGAINST
FOR: 4,893,457AGAINST: 4,052,992NOT VOTED: 12,017
Largest asset managers voting on “Election of Directors: Jeff Dyke” at Sonic Automotive, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock1,652,4740 00For
Vanguard1,515,4160 00For
Dimensional01,358,984 00Against
Fidelity312,716352,382 00Mixed
Delaware/Macquarie0621,649 00Against
Charles Schwab374,5470 00For
HOTCHKIS & WILEY FUNDS /DE/0295,850 00Against
AMERICAN BEACON FUNDS0289,119 00Against
State Street0286,295 00Against
Invesco265,4610 00For
Ultimus Managers Trust149,0600 00For
TIAA126,7460 00For
FIRST EAGLE FUNDS0118,783 00Against
Columbia Threadneedle112,3640 00For
WisdomTree0111,759 00Against
Northern Trust94,3880 00For
Victory Capital073,559 00Against
JPMorgan70,0220 00For
Harbor Funds II056,093 00Against
First Trust053,235 00Against
PIMCO053,126 00Against
Investment Managers Series Trust44,9710 00For
Principal043,189 00Against
Nationwide1,69341,340 00Against
Jackson National041,086 00Against

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

4. Elect Director: Keri A. Kaiser

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 131,953,061AGAINST: 6,966,851
Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: Election of Directors: Keri A. Kaiser

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: Keri A. Kaiser”): 131,953,061 for, 6,966,851 against, per its Form 8-K filed April 24, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 4,142,635 for, 4,691,450 against, 112,364 abstained, 12,017 not voted.

FORAGAINST
FOR: 4,142,635AGAINST: 4,691,450ABSTAIN: 112,364NOT VOTED: 12,017
Largest asset managers voting on “Election of Directors: Keri A. Kaiser” at Sonic Automotive, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock1,652,4740 00For
Vanguard1,515,4160 00For
Dimensional01,358,984 00Against
Fidelity367,270297,828 00Mixed
Delaware/Macquarie0621,649 00Against
Charles Schwab0374,547 00Against
HOTCHKIS & WILEY FUNDS /DE/0295,850 00Against
AMERICAN BEACON FUNDS0289,119 00Against
State Street0286,295 00Against
Invesco265,4610 00For
Ultimus Managers Trust0149,060 00Against
TIAA0126,746 00Against
FIRST EAGLE FUNDS0118,783 00Against
Columbia Threadneedle00 112,3640Abstain
WisdomTree0111,759 00Against
Northern Trust94,3880 00For
Victory Capital073,559 00Against
JPMorgan70,0220 00For
Harbor Funds II056,093 00Against
First Trust053,235 00Against
PIMCO053,126 00Against
Investment Managers Series Trust44,9710 00For
Principal043,189 00Against
Nationwide1,69341,340 00Against
Jackson National041,086 00Against

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

5. Elect Director: Marcus G. Smith

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 127,256,839AGAINST: 11,777,907
Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: Election of Directors: Marcus G. Smith

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: Marcus G. Smith”): 127,256,839 for, 11,777,907 against, per its Form 8-K filed April 24, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 4,378,043 for, 4,568,406 against, 12,017 not voted.

FORAGAINST
FOR: 4,378,043AGAINST: 4,568,406NOT VOTED: 12,017
Largest asset managers voting on “Election of Directors: Marcus G. Smith” at Sonic Automotive, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock1,652,4740 00For
Vanguard1,515,4160 00For
Dimensional01,358,984 00Against
Fidelity312,716352,382 00Mixed
Delaware/Macquarie0621,649 00Against
Charles Schwab374,5470 00For
HOTCHKIS & WILEY FUNDS /DE/0295,850 00Against
AMERICAN BEACON FUNDS0289,119 00Against
State Street0286,295 00Against
Invesco0265,461 00Against
Ultimus Managers Trust149,0600 00For
TIAA0126,746 00Against
FIRST EAGLE FUNDS0118,783 00Against
Columbia Threadneedle0112,364 00Against
WisdomTree0111,759 00Against
Northern Trust94,3880 00For
Victory Capital073,559 00Against
JPMorgan70,0220 00For
Harbor Funds II056,093 00Against
First Trust053,235 00Against
PIMCO053,126 00Against
Investment Managers Series Trust44,9710 00For
Principal043,189 00Against
Nationwide1,69341,340 00Against
Jackson National041,086 00Against

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

6. Elect Director: Michael Hodge

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 127,985,165AGAINST: 10,988,879
Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: Election of Directors: Michael Hodge

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: Michael Hodge”): 127,985,165 for, 10,988,879 against, per its Form 8-K filed April 24, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 4,806,374 for, 4,140,075 against, 12,017 not voted.

FORAGAINST
FOR: 4,806,374AGAINST: 4,140,075NOT VOTED: 12,017
Largest asset managers voting on “Election of Directors: Michael Hodge” at Sonic Automotive, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock1,652,4740 00For
Vanguard1,515,4160 00For
Dimensional01,358,984 00Against
Fidelity312,716352,382 00Mixed
Delaware/Macquarie0621,649 00Against
Charles Schwab374,5470 00For
HOTCHKIS & WILEY FUNDS /DE/0295,850 00Against
AMERICAN BEACON FUNDS0289,119 00Against
State Street0286,295 00Against
Invesco265,4610 00For
Ultimus Managers Trust149,0600 00For
TIAA0126,746 00Against
FIRST EAGLE FUNDS0118,783 00Against
Columbia Threadneedle0112,364 00Against
WisdomTree111,7590 00For
Northern Trust94,3880 00For
Victory Capital073,559 00Against
JPMorgan70,0220 00For
Harbor Funds II056,093 00Against
First Trust053,235 00Against
PIMCO053,126 00Against
Investment Managers Series Trust44,9710 00For
Principal043,189 00Against
Nationwide1,69341,340 00Against
Jackson National34,4746,612 00Mixed

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

7. Elect Director: R. Eugene Taylor

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%
FOR: 126,806,963AGAINST: 12,227,625
Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: Election of Directors: R. Eugene Taylor

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: R. Eugene Taylor”): 126,806,963 for, 12,227,625 against, per its Form 8-K filed April 24, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 3,664,066 for, 5,282,383 against, 12,017 not voted.

FORAGAINST
FOR: 3,664,066AGAINST: 5,282,383NOT VOTED: 12,017
Largest asset managers voting on “Election of Directors: R. Eugene Taylor” at Sonic Automotive, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock01,652,474 00Against
Vanguard1,515,4160 00For
Dimensional01,358,984 00Against
Fidelity650,21014,888 00For
Delaware/Macquarie0621,649 00Against
Charles Schwab374,5470 00For
HOTCHKIS & WILEY FUNDS /DE/0295,850 00Against
AMERICAN BEACON FUNDS0289,119 00Against
State Street286,2950 00For
Invesco265,4610 00For
Ultimus Managers Trust149,0600 00For
TIAA0126,746 00Against
FIRST EAGLE FUNDS0118,783 00Against
Columbia Threadneedle112,3640 00For
WisdomTree0111,759 00Against
Northern Trust94,3880 00For
Victory Capital073,559 00Against
JPMorgan70,0220 00For
Harbor Funds II056,093 00Against
First Trust053,235 00Against
PIMCO053,126 00Against
Investment Managers Series Trust44,9710 00For
Principal043,189 00Against
Nationwide24242,791 00Against
Jackson National041,086 00Against

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

8. Elect Director: William I. Belk

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 131,601,489AGAINST: 7,433,273
Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: Election of Directors: William I. Belk

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: William I. Belk”): 131,601,489 for, 7,433,273 against, per its Form 8-K filed April 24, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 3,564,562 for, 5,381,887 against, 12,017 not voted.

FORAGAINST
FOR: 3,564,562AGAINST: 5,381,887NOT VOTED: 12,017
Largest asset managers voting on “Election of Directors: William I. Belk” at Sonic Automotive, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock01,652,474 00Against
Vanguard1,515,4160 00For
Dimensional01,358,984 00Against
Fidelity650,21014,888 00For
Delaware/Macquarie0621,649 00Against
Charles Schwab374,5470 00For
HOTCHKIS & WILEY FUNDS /DE/0295,850 00Against
AMERICAN BEACON FUNDS0289,119 00Against
State Street286,2950 00For
Invesco265,4610 00For
Ultimus Managers Trust149,0600 00For
TIAA0126,746 00Against
FIRST EAGLE FUNDS0118,783 00Against
Columbia Threadneedle112,3640 00For
WisdomTree0111,759 00Against
Northern Trust094,388 00Against
Victory Capital073,559 00Against
JPMorgan70,0220 00For
Harbor Funds II056,093 00Against
First Trust053,235 00Against
PIMCO053,126 00Against
Investment Managers Series Trust44,9710 00For
Principal043,189 00Against
Nationwide24242,791 00Against
Jackson National041,086 00Against

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

9. Elect Director: William R. Brooks

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 133,048,120AGAINST: 5,986,461
Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: Election of Directors: William R. Brooks

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: William R. Brooks”): 133,048,120 for, 5,986,461 against, per its Form 8-K filed April 24, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 4,806,374 for, 4,140,075 against, 12,017 not voted.

FORAGAINST
FOR: 4,806,374AGAINST: 4,140,075NOT VOTED: 12,017
Largest asset managers voting on “Election of Directors: William R. Brooks” at Sonic Automotive, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock1,652,4740 00For
Vanguard1,515,4160 00For
Dimensional01,358,984 00Against
Fidelity312,716352,382 00Mixed
Delaware/Macquarie0621,649 00Against
Charles Schwab374,5470 00For
HOTCHKIS & WILEY FUNDS /DE/0295,850 00Against
AMERICAN BEACON FUNDS0289,119 00Against
State Street0286,295 00Against
Invesco265,4610 00For
Ultimus Managers Trust149,0600 00For
TIAA0126,746 00Against
FIRST EAGLE FUNDS0118,783 00Against
Columbia Threadneedle0112,364 00Against
WisdomTree111,7590 00For
Northern Trust94,3880 00For
Victory Capital073,559 00Against
JPMorgan70,0220 00For
Harbor Funds II056,093 00Against
First Trust053,235 00Against
PIMCO053,126 00Against
Investment Managers Series Trust44,9710 00For
Principal043,189 00Against
Nationwide1,69341,340 00Against
Jackson National34,4746,612 00Mixed

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

10. 3. Advisory vote to approve the Company's named executive officer compensation in fiscal 2024

Outcome not verifiedFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 133,618,640AGAINST: 5,406,785
Details: description as filed, official tally, votes by 242 asset managers

Description as filed by funds: Advisory vote to approve Sonic's named executive officer compensation in fiscal 2024.

Sonic Automotive, Inc.’s own tally for this item (“3. Advisory vote to approve the Company's named executive officer compensation in fiscal 2024”): 133,618,640 for, 5,406,785 against, per its Form 8-K filed April 24, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 81 asset managers voting on “Advisory vote to approve Sonic's named executive officer compensation in fiscal 2024.” at Sonic Automotive, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock1,652,4740 00For
Vanguard1,515,4160 00For
Dimensional1,358,9840 00For
Fidelity665,0980 00For
Delaware/Macquarie621,6490 00For
Charles Schwab374,5470 00For
HOTCHKIS & WILEY FUNDS /DE/295,8500 00For
AMERICAN BEACON FUNDS289,1190 00For
State Street286,2950 00For
Invesco265,4610 00For
Ultimus Managers Trust149,0600 00For
TIAA126,7460 00For
FIRST EAGLE FUNDS118,7830 00For
Columbia Threadneedle0112,364 00Against
WisdomTree111,7590 00For
Northern Trust94,3880 00For
Victory Capital73,5590 00For
JPMorgan70,0220 00For
Harbor Funds II56,0930 00For
First Trust53,2350 00For
PIMCO53,1260 00For
Investment Managers Series Trust44,9710 00For
Principal43,1890 00For
Nationwide43,0330 00For
Jackson National41,0860 00For

Fund voting reports, all 81 managers: 8,813,473 for, 132,976 against, 12,017 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 182 asset managers voting on “Advisory vote to approve Sonic's named executive officer compensation in fiscal 2024.” at Sonic Automotive, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC701,4420 00For
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST687,5630 00For
State Street608,2904,955 00For
Invesco567,7530 00For
Charles Schwab387,6590 00For
BlackRock359,9143,598 00For
Fidelity353,1290 00For
GEODE CAPITAL MANAGEMENT, LLC335,4800 00For
TOWLE & CO178,7970 00For
Intrinsic Edge Capital Management LLC159,1530 00For
WESTWOOD HOLDINGS GROUP INC157,4680 00For
JACOBS LEVY EQUITY MANAGEMENT, INC147,3270 00For
First Eagle Investment Management, LLC135,9060 00For
Nuveen128,1550 00For
Northern Trust127,511490 00For
Dimensional121,2630 00For
JPMorgan113,5120 00For
MELLON INVESTMENTS Corp107,3700 00For
PRINCIPAL GLOBAL INVESTORS74,9740 00For
Victory Capital74,6870 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC064,616 00Against
Brandywine Global Investment Management, LLC62,2800 00For
SEI52,1530 00For
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO52,0090 00For
NEW YORK STATE COMMON RETIREMENT FUND045,000 00Against

Institutional-manager reports, all 182 managers: 6,312,812 for, 222,258 against, 334 abstained. Showing the 25 largest; see all in the interactive database.

11. 2. Ratification of the appointment of Grant Thornton LLP to serve as the Company's independent registered public…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%
FOR: 141,275,330AGAINST: 1,472
Details: description as filed, official tally, votes by 80 asset managers

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP TO SERVE AS SONIC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2025.

Sonic Automotive, Inc.’s own tally for this item (“2. Ratification of the appointment of Grant Thornton LLP to serve as the Company's independent registered public accounting firm for fiscal 2025”): 141,275,330 for, 1,472 against, per its Form 8-K filed April 24, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 8,945,805 for, 12,017 not voted.

FOR
FOR: 8,945,805NOT VOTED: 12,017
Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP TO SERVE AS SONIC'S INDEPENDENT REGISTERED PUBLIC ACCOUN” at Sonic Automotive, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock1,652,4740 00For
Vanguard1,515,4160 00For
Dimensional1,358,9840 00For
Fidelity665,0980 00For
Delaware/Macquarie621,6490 00For
Charles Schwab374,5470 00For
HOTCHKIS & WILEY FUNDS /DE/295,8500 00For
AMERICAN BEACON FUNDS289,1190 00For
State Street286,2950 00For
Invesco265,4610 00For
Ultimus Managers Trust149,0600 00For
TIAA126,7460 00For
FIRST EAGLE FUNDS118,7830 00For
Columbia Threadneedle112,3640 00For
WisdomTree111,7590 00For
Northern Trust94,3880 00For
Victory Capital73,5590 00For
JPMorgan70,0220 00For
Harbor Funds II56,0930 00For
First Trust53,2350 00For
PIMCO53,1260 00For
Investment Managers Series Trust44,9710 00For
Principal43,1890 00For
Nationwide43,0330 00For
Jackson National41,0860 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

Largest Sonic Automotive, Inc. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 33,900,000 shares outstanding at the time of that meeting.

Fund voting reports: top Sonic Automotive, Inc. shareholders by shares voted on “Advisory vote to approve Sonic's named executive officer compensation in fiscal 2024.”, 2024-2025
#Asset manager % of shares outstanding
1BlackRock 4.87%
2Vanguard 4.47%
3Dimensional 4.01%
4Fidelity 1.96%
5Delaware/Macquarie 1.83%
6Charles Schwab 1.10%
7HOTCHKIS & WILEY FUNDS /DE/ 0.87%
8AMERICAN BEACON FUNDS 0.85%
9State Street 0.84%
10Invesco 0.78%
Institutional-manager reports: top Sonic Automotive, Inc. shareholders by shares voted on “Advisory vote to approve Sonic's named executive officer compensation in fiscal 2024.”, 2024-2025
#Asset manager % of shares outstanding
1HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC 2.07%
2MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST 2.03%
3State Street 1.81%
4Invesco 1.67%
5Charles Schwab 1.14%
6BlackRock 1.07%
7Fidelity 1.04%
8GEODE CAPITAL MANAGEMENT, LLC 0.99%
9TOWLE & CO 0.53%
10Intrinsic Edge Capital Management LLC 0.47%

Reported Sonic Automotive, Inc. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

Sonic Automotive, Inc. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
B. Scott Smith 38.98% 13D
Sonic Financial Corporation 29.08% DEF14A
Paul P. Rusnak 14.75% DEF14A
BlackRock 6.68% 13F
Vanguard Group 4.53% 13F
Dimensional Fund Advisors 4.41% 13F
David Bruton Smith 3.88% DEF14A
Marcus G. Smith 2.74% DEF14A
OBS Family, LLC 2.47% DEF14A
State Street 1.88% 13F

Percentages above are of 33,900,000 shares outstanding, as reported by Sonic Automotive, Inc. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Sonic Automotive, Inc.’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At Sonic Automotive, Inc.'s shareholder meeting held April 23, 2025, in the 2024-2025 proxy season, 242 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 3,072 separate fund positions. On the most widely held item on that ballot — Advisory vote to approve Sonic's named executive officer compensation in fiscal 2024. — FOR was 96% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Sonic Automotive, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on April 24, 2025.

Sonic Automotive, Inc. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.