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Sonic Automotive, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Sonic Automotive, Inc.’s Form 8-K (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 15Reported items
  • 262Asset managers
  • 4,058Fund votes
  • 2026-04-29Meeting date

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

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

Official 2025-2026 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 (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 2026-04-29
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: David Bruton Smith 129,446,9149,236,7728,086 --1,961,571 Majority: yes
Elect Director: Jeff Dyke 134,224,9894,458,7148,069 --1,961,571 Majority: yes
Elect Director: William I. Belk 126,717,63611,966,2157,921 --1,961,571 Majority: yes
Elect Director: William R. Brooks 128,970,1239,713,4068,243 --1,961,571 Majority: yes
Elect Director: Michael Hodge 129,402,4789,281,2198,075 --1,961,571 Majority: yes
Elect Director: Keri A. Kaiser 127,694,50210,908,61788,653 --1,961,571 Majority: yes
Elect Director: B. Scott Smith 129,399,8339,283,8528,087 --1,961,571 Majority: yes
Elect Director: Marcus G. Smith 129,399,5209,283,9968,256 --1,961,571 Majority: yes
Elect Director: R. Eugene Taylor 127,491,99211,191,7418,039 --1,961,571 Majority: yes
Proposal 2: Ratification of the appointment of Grant Thornton LLP to serve as the Company's independent registered public accounting firm for fiscal 2026: 140,643,6051,5358,203 ---- Majority: yes
Proposal 3: Advisory vote to approve the Company's named executive officer compensation in fiscal 2025: 133,238,8025,439,35613,614 --1,961,571 Majority: yes
Proposal 4: Approval of the Sonic Automotive, Inc. 133,026,0405,662,7772,955 --1,961,571 Majority: yes
Proposal 5: Approval of the amendment and restatement of the Sonic Automotive, Inc. 132,129,4106,559,3742,988 --1,961,571 Majority: yes

Source: Sonic Automotive, Inc., Form 8-K — read the filing on EDGAR.

How asset managers voted at the Sonic Automotive, Inc. 2025-2026 meeting

Each item below shows how the 262 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Sonic Automotive, Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Advisory vote to approve Sonic's named executive officer compensation in fiscal 2025.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 133,238,802AGAINST: 5,439,356

Sonic Automotive, Inc.’s own tally for this item (“Proposal 3: Advisory vote to approve the Company's named executive officer compensation in fiscal 2025:”): 133,238,802 for, 5,439,356 against, per its Form 8-K (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. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 261 asset managers below cast 97% of the shares they voted on this item FOR (12,778,362 for, 351,963 against).

FOR 97%
FOR: 12,778,362 (97.2%)AGAINST: 351,963 (2.7%)ABSTAIN: 7,516 (0.1%)NOT VOTED: 10,577 (0.1%)
Largest asset managers voting on “Advisory vote to approve Sonic's named executive officer compensation in fiscal 2025.” at Sonic Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock2,178,6185,254 00For
Vanguard1,655,14622 00For
Charles Schwab729,1880 00For
State Street641,4213,104 00For
NOMURA INVESTMENT MANAGEMENT BUSINESS TRUST587,8730 00For
Delaware/Macquarie523,7700 00For
Dimensional506,2390 00For
Invesco503,4020 00For
Fidelity486,1750 00For
American Century424,5300 00For
GEODE CAPITAL MANAGEMENT, LLC359,6650 00For
WESTWOOD HOLDINGS GROUP INC338,7950 00For
Nuveen271,5270 00For
TIAA263,4010 00For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC220,1950 00For
Northern Trust215,539359 00For
AMERICAN BEACON FUNDS175,6970 00For
Ultimus Managers Trust158,1280 00For
EA Series Trust127,7500 00For
JACOBS LEVY EQUITY MANAGEMENT, INC118,9130 00For
WisdomTree113,5270 00For
Pacer Funds Trust111,7760 00For
ProShares96,2300 00For
HEARTLAND ADVISORS INC92,6700 00For
PRINCIPAL GLOBAL INVESTORS87,1840 00For

Showing the 25 largest of 261 asset managers. See all 261 in the interactive database.

2. APPROVAL OF THE SONIC AUTOMOTIVE, INC. 2026 EQUITY INCENTIVE PLAN.

COMPENSATIONMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 133,026,040AGAINST: 5,662,777

Sonic Automotive, Inc.’s own tally for this item (“Proposal 4: Approval of the Sonic Automotive, Inc.”): 133,026,040 for, 5,662,777 against, per its Form 8-K (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. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 85 asset managers below cast 96% of the shares they voted on this item FOR (7,592,282 for, 284,224 against).

FOR 96%
FOR: 7,592,282 (96.4%)AGAINST: 284,224 (3.6%)
Largest asset managers voting on “APPROVAL OF THE SONIC AUTOMOTIVE, INC. 2026 EQUITY INCENTIVE PLAN.” at Sonic Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,671,7570 00For
Vanguard1,510,7293,591 00For
Delaware/Macquarie523,7700 00For
Invesco495,7180 00For
Fidelity402,8690 00For
Dimensional369,0260 00For
Charles Schwab355,6350 00For
State Street346,275256 00For
TIAA263,4010 00For
American Century0207,301 00Against
AMERICAN BEACON FUNDS175,6970 00For
Ultimus Managers Trust158,1280 00For
EA Series Trust127,7500 00For
WisdomTree113,5270 00For
Pacer Funds Trust111,7760 00For
ProShares96,2300 00For
HOTCHKIS & WILEY FUNDS /DE/85,8910 00For
Columbia Threadneedle75,3570 00For
HEARTLAND GROUP INC75,0000 00For
Northern Trust68,4390 00For
BRIDGEWAY FUNDS INC68,2150 00For
Principal48,4610 00For
Jackson National37,6990 00For
First Trust37,0810 00For
Nationwide37,0300 00For

Showing the 25 largest of 85 asset managers. See all 85 in the interactive database.

3. APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE SONIC AUTOMOTIVE, INC. 2012 FORMULA RESTRICTED STOCK AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS.

COMPENSATION

Combines 3 wordings of this item as funds reported it.

89% fund support · no official result

FOR 89%11%

The 85 asset managers below cast 89% of the shares they voted on this item FOR (7,013,306 for, 865,152 against).

FOR: 7,013,306 (89.0%)AGAINST: 865,152 (11.0%)
Largest asset managers voting on “APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE SONIC AUTOMOTIVE, INC. 2012 FORMULA RESTRICTED STOCK AND DEFE” at Sonic Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,671,7570 00For
Vanguard1,512,4721,848 00For
Delaware/Macquarie523,7700 00For
Invesco495,7180 00For
Fidelity402,8690 00For
Dimensional369,0260 00For
Charles Schwab0355,635 00Against
State Street346,43893 00For
TIAA263,4010 00For
American Century207,3010 00For
AMERICAN BEACON FUNDS52,500123,197 00Against
Ultimus Managers Trust0158,128 00Against
EA Series Trust3,823123,927 00Against
WisdomTree113,5270 00For
Pacer Funds Trust111,7760 00For
ProShares96,2300 00For
HOTCHKIS & WILEY FUNDS /DE/85,8910 00For
Columbia Threadneedle75,3570 00For
HEARTLAND GROUP INC075,000 00Against
Northern Trust68,4390 00For
BRIDGEWAY FUNDS INC68,2150 00For
Principal48,4610 00For
Jackson National37,6990 00For
First Trust37,0810 00For
Nationwide37,0300 00For

Showing the 25 largest of 85 asset managers. See all 85 in the interactive database.

4. Election of Directors: David Bruton Smith

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 129,446,914AGAINST: 9,236,772

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: David Bruton Smith”): 129,446,914 for, 9,236,772 against, per its Form 8-K (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. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 84 asset managers below cast 73% of the shares they voted on this item FOR (5,718,761 for, 2,168,180 against).

FOR 72%AGAINST 27%
FOR: 5,718,761 (72.3%)AGAINST: 2,168,180 (27.4%)ABSTAIN: 7,516 (0.1%)NOT VOTED: 10,516 (0.1%)
Largest asset managers voting on “Election of Directors: David Bruton Smith” at Sonic Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,671,7570 00For
Vanguard1,514,24339 00For
Delaware/Macquarie0523,770 00Against
Invesco495,7180 00For
Fidelity321,36881,501 00For
Dimensional0369,026 00Against
Charles Schwab355,6350 00For
State Street346,311220 00For
TIAA0263,401 00Against
American Century0207,301 00Against
AMERICAN BEACON FUNDS123,19752,500 00For
Ultimus Managers Trust158,1280 00For
EA Series Trust124,4193,331 00For
WisdomTree113,5270 00For
Pacer Funds Trust111,7760 00For
ProShares096,230 00Against
HOTCHKIS & WILEY FUNDS /DE/085,891 00Against
Columbia Threadneedle075,357 00Against
HEARTLAND GROUP INC75,0000 00For
Northern Trust68,4390 00For
BRIDGEWAY FUNDS INC068,215 00Against
Principal048,461 00Against
Jackson National32,0045,695 00For
First Trust037,081 00Against
Nationwide1,68235,348 00Against

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

5. Election of Directors: William I. Belk

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%
FOR: 126,717,636AGAINST: 11,966,215

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: William I. Belk”): 126,717,636 for, 11,966,215 against, per its Form 8-K (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. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 84 asset managers below cast 47.4% of the shares they voted on this item FOR (3,738,963 for, 4,148,016 against).

FOR 47.3%AGAINST 52.5%
FOR: 3,738,963 (47.3%)AGAINST: 4,148,016 (52.5%)ABSTAIN: 7,516 (0.1%)NOT VOTED: 10,516 (0.1%)
Largest asset managers voting on “Election of Directors: William I. Belk” at Sonic Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock94,8031,576,954 00Against
Vanguard1,512,4481,872 00For
Delaware/Macquarie0523,770 00Against
Invesco495,7180 00For
Fidelity388,46014,409 00For
Dimensional0369,026 00Against
Charles Schwab355,6350 00For
State Street511346,020 00Against
TIAA0263,401 00Against
American Century0207,301 00Against
AMERICAN BEACON FUNDS123,19752,500 00For
Ultimus Managers Trust158,1280 00For
EA Series Trust492127,258 00Against
WisdomTree113,5270 00For
Pacer Funds Trust111,7760 00For
ProShares096,230 00Against
HOTCHKIS & WILEY FUNDS /DE/085,891 00Against
Columbia Threadneedle75,3570 00For
HEARTLAND GROUP INC75,0000 00For
Northern Trust68,4390 00For
BRIDGEWAY FUNDS INC068,215 00Against
Principal048,461 00Against
Jackson National32,0045,695 00For
First Trust037,081 00Against
Nationwide037,030 00Against

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

6. Election of Directors: William R. Brooks

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%7%
FOR: 128,970,123AGAINST: 9,713,406

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: William R. Brooks”): 128,970,123 for, 9,713,406 against, per its Form 8-K (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. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 84 asset managers below cast 67% of the shares they voted on this item FOR (5,298,427 for, 2,588,543 against).

FOR 67%AGAINST 33%
FOR: 5,298,427 (67.0%)AGAINST: 2,588,543 (32.7%)ABSTAIN: 7,516 (0.1%)NOT VOTED: 10,516 (0.1%)
Largest asset managers voting on “Election of Directors: William R. Brooks” at Sonic Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,671,7570 00For
Vanguard1,514,27041 00For
Delaware/Macquarie0523,770 00Against
Invesco0495,718 00Against
Fidelity321,36881,501 00For
Dimensional0369,026 00Against
Charles Schwab355,6350 00For
State Street346,311220 00For
TIAA0263,401 00Against
American Century0207,301 00Against
AMERICAN BEACON FUNDS123,19752,500 00For
Ultimus Managers Trust158,1280 00For
EA Series Trust124,4193,331 00For
WisdomTree113,5270 00For
Pacer Funds Trust111,7760 00For
ProShares096,230 00Against
HOTCHKIS & WILEY FUNDS /DE/085,891 00Against
Columbia Threadneedle75,3570 00For
HEARTLAND GROUP INC75,0000 00For
Northern Trust68,4390 00For
BRIDGEWAY FUNDS INC068,215 00Against
Principal048,461 00Against
Jackson National32,0045,695 00For
First Trust037,081 00Against
Nationwide1,68235,348 00Against

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

7. Election of Directors: Michael Hodge

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 129,402,478AGAINST: 9,281,219

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: Michael Hodge”): 129,402,478 for, 9,281,219 against, per its Form 8-K (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. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 84 asset managers below cast 73% of the shares they voted on this item FOR (5,718,761 for, 2,168,180 against).

FOR 72%AGAINST 27%
FOR: 5,718,761 (72.3%)AGAINST: 2,168,180 (27.4%)ABSTAIN: 7,516 (0.1%)NOT VOTED: 10,516 (0.1%)
Largest asset managers voting on “Election of Directors: Michael Hodge” at Sonic Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,671,7570 00For
Vanguard1,514,24339 00For
Delaware/Macquarie0523,770 00Against
Invesco495,7180 00For
Fidelity321,36881,501 00For
Dimensional0369,026 00Against
Charles Schwab355,6350 00For
State Street346,311220 00For
TIAA0263,401 00Against
American Century0207,301 00Against
AMERICAN BEACON FUNDS123,19752,500 00For
Ultimus Managers Trust158,1280 00For
EA Series Trust124,4193,331 00For
WisdomTree113,5270 00For
Pacer Funds Trust111,7760 00For
ProShares096,230 00Against
HOTCHKIS & WILEY FUNDS /DE/085,891 00Against
Columbia Threadneedle075,357 00Against
HEARTLAND GROUP INC75,0000 00For
Northern Trust68,4390 00For
BRIDGEWAY FUNDS INC068,215 00Against
Principal048,461 00Against
Jackson National32,0045,695 00For
First Trust037,081 00Against
Nationwide1,68235,348 00Against

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

8. Election of Directors: Marcus G. Smith

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 129,399,520AGAINST: 9,283,996

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: Marcus G. Smith”): 129,399,520 for, 9,283,996 against, per its Form 8-K (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. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 84 asset managers below cast 73% of the shares they voted on this item FOR (5,718,761 for, 2,168,180 against).

FOR 72%AGAINST 27%
FOR: 5,718,761 (72.3%)AGAINST: 2,168,180 (27.4%)ABSTAIN: 7,516 (0.1%)NOT VOTED: 10,516 (0.1%)
Largest asset managers voting on “Election of Directors: Marcus G. Smith” at Sonic Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,671,7570 00For
Vanguard1,514,24339 00For
Delaware/Macquarie0523,770 00Against
Invesco495,7180 00For
Fidelity321,36881,501 00For
Dimensional0369,026 00Against
Charles Schwab355,6350 00For
State Street346,311220 00For
TIAA0263,401 00Against
American Century0207,301 00Against
AMERICAN BEACON FUNDS123,19752,500 00For
Ultimus Managers Trust158,1280 00For
EA Series Trust124,4193,331 00For
WisdomTree113,5270 00For
Pacer Funds Trust111,7760 00For
ProShares096,230 00Against
HOTCHKIS & WILEY FUNDS /DE/085,891 00Against
Columbia Threadneedle075,357 00Against
HEARTLAND GROUP INC75,0000 00For
Northern Trust68,4390 00For
BRIDGEWAY FUNDS INC068,215 00Against
Principal048,461 00Against
Jackson National32,0045,695 00For
First Trust037,081 00Against
Nationwide1,68235,348 00Against

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

9. Election of Directors: R. Eugene Taylor

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%
FOR: 127,491,992AGAINST: 11,191,741

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: R. Eugene Taylor”): 127,491,992 for, 11,191,741 against, per its Form 8-K (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. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 84 asset managers below cast 53.5% of the shares they voted on this item FOR (4,221,673 for, 3,665,304 against).

FOR 53.4%AGAINST 46.4%
FOR: 4,221,673 (53.4%)AGAINST: 3,665,304 (46.4%)ABSTAIN: 7,516 (0.1%)NOT VOTED: 10,516 (0.1%)
Largest asset managers voting on “Election of Directors: R. Eugene Taylor” at Sonic Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock94,8031,576,954 00Against
Vanguard1,514,27147 00For
Delaware/Macquarie0523,770 00Against
Invesco495,7180 00For
Fidelity388,46014,409 00For
Dimensional0369,026 00Against
Charles Schwab355,6350 00For
State Street346,311220 00For
TIAA0263,401 00Against
American Century0207,301 00Against
AMERICAN BEACON FUNDS123,19752,500 00For
Ultimus Managers Trust158,1280 00For
EA Series Trust124,4193,331 00For
WisdomTree113,5270 00For
Pacer Funds Trust111,7760 00For
ProShares096,230 00Against
HOTCHKIS & WILEY FUNDS /DE/085,891 00Against
Columbia Threadneedle75,3570 00For
HEARTLAND GROUP INC75,0000 00For
Northern Trust68,4390 00For
BRIDGEWAY FUNDS INC068,215 00Against
Principal048,461 00Against
Jackson National32,0045,695 00For
First Trust037,081 00Against
Nationwide037,030 00Against

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

10. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP TO SERVE AS SONIC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2026.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%
FOR: 140,643,605AGAINST: 1,535

Sonic Automotive, Inc.’s own tally for this item (“Proposal 2: Ratification of the appointment of Grant Thornton LLP to serve as the Company's independent registered public accounting firm for fiscal 2026:”): 140,643,605 for, 1,535 against, per its Form 8-K (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. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 84 asset managers below cast 100% of the shares they voted on this item FOR (7,886,978 for, 0 against).

FOR 99.7%
FOR: 7,886,978 (99.8%)ABSTAIN: 7,516 (0.1%)NOT VOTED: 10,516 (0.1%)
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., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,671,7570 00For
Vanguard1,514,3200 00For
Delaware/Macquarie523,7700 00For
Invesco495,7180 00For
Fidelity402,8690 00For
Dimensional369,0260 00For
Charles Schwab355,6350 00For
State Street346,5310 00For
TIAA263,4010 00For
American Century207,3010 00For
AMERICAN BEACON FUNDS175,6970 00For
Ultimus Managers Trust158,1280 00For
EA Series Trust127,7500 00For
WisdomTree113,5270 00For
Pacer Funds Trust111,7760 00For
ProShares96,2300 00For
HOTCHKIS & WILEY FUNDS /DE/85,8910 00For
Columbia Threadneedle75,3570 00For
HEARTLAND GROUP INC75,0000 00For
Northern Trust68,4390 00For
BRIDGEWAY FUNDS INC68,2150 00For
Principal48,4610 00For
Jackson National37,6990 00For
First Trust37,0810 00For
Nationwide37,0300 00For

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

11. Election of Directors: B. Scott Smith

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 129,399,833AGAINST: 9,283,852

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: B. Scott Smith”): 129,399,833 for, 9,283,852 against, per its Form 8-K (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. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 83 asset managers below cast 73% of the shares they voted on this item FOR (5,717,199 for, 2,168,180 against).

FOR 72%AGAINST 27%
FOR: 5,717,199 (72.3%)AGAINST: 2,168,180 (27.4%)ABSTAIN: 7,516 (0.1%)NOT VOTED: 10,516 (0.1%)
Largest asset managers voting on “Election of Directors: B. Scott Smith” at Sonic Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,671,7570 00For
Vanguard1,514,24339 00For
Delaware/Macquarie0523,770 00Against
Invesco495,7180 00For
Fidelity321,36881,501 00For
Dimensional0369,026 00Against
Charles Schwab355,6350 00For
State Street346,311220 00For
TIAA0263,401 00Against
American Century0207,301 00Against
AMERICAN BEACON FUNDS123,19752,500 00For
Ultimus Managers Trust158,1280 00For
EA Series Trust124,4193,331 00For
WisdomTree113,5270 00For
Pacer Funds Trust111,7760 00For
ProShares096,230 00Against
HOTCHKIS & WILEY FUNDS /DE/085,891 00Against
Columbia Threadneedle075,357 00Against
HEARTLAND GROUP INC75,0000 00For
Northern Trust68,4390 00For
BRIDGEWAY FUNDS INC068,215 00Against
Principal048,461 00Against
Jackson National32,0045,695 00For
First Trust037,081 00Against
Nationwide1,68235,348 00Against

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

12. Election of Directors: Jeff Dyke

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 134,224,989AGAINST: 4,458,714

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: Jeff Dyke”): 134,224,989 for, 4,458,714 against, per its Form 8-K (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. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 83 asset managers below cast 68% of the shares they voted on this item FOR (5,400,671 for, 2,484,746 against).

FOR 68%AGAINST 31%
FOR: 5,400,671 (68.3%)AGAINST: 2,484,746 (31.4%)ABSTAIN: 7,516 (0.1%)NOT VOTED: 10,516 (0.1%)
Largest asset managers voting on “Election of Directors: Jeff Dyke” at Sonic Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,671,7570 00For
Vanguard1,514,30218 00For
Delaware/Macquarie0523,770 00Against
Invesco0495,718 00Against
Fidelity321,36881,501 00For
Dimensional0369,026 00Against
Charles Schwab355,6350 00For
State Street346,311220 00For
TIAA263,4010 00For
American Century0207,301 00Against
AMERICAN BEACON FUNDS123,19752,500 00For
Ultimus Managers Trust158,1280 00For
EA Series Trust124,4193,331 00For
WisdomTree0113,527 00Against
Pacer Funds Trust111,7760 00For
ProShares096,230 00Against
HOTCHKIS & WILEY FUNDS /DE/085,891 00Against
Columbia Threadneedle75,3570 00For
HEARTLAND GROUP INC75,0000 00For
Northern Trust68,4390 00For
BRIDGEWAY FUNDS INC068,215 00Against
Principal048,461 00Against
Jackson National037,699 00Against
First Trust037,081 00Against
Nationwide1,68235,348 00Against

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

13. Election of Directors: Keri A. Kaiser

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%
FOR: 127,694,502AGAINST: 10,908,617

Sonic Automotive, Inc.’s own tally for this item (“Elect Director: Keri A. Kaiser”): 127,694,502 for, 10,908,617 against, per its Form 8-K (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. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 83 asset managers below cast 60% of the shares they voted on this item FOR (4,653,972 for, 3,156,085 against).

FOR 59%AGAINST 40%
FOR: 4,653,972 (58.9%)AGAINST: 3,156,085 (39.9%)ABSTAIN: 82,873 (1.0%)NOT VOTED: 10,516 (0.1%)
Largest asset managers voting on “Election of Directors: Keri A. Kaiser” at Sonic Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,576,95494,803 00For
Vanguard1,512,4511,867 00For
Delaware/Macquarie0523,770 00Against
Invesco495,7180 00For
Fidelity95,910306,959 00Against
Dimensional0369,026 00Against
Charles Schwab355,6350 00For
State Street346,311220 00For
TIAA0263,401 00Against
American Century0207,301 00Against
AMERICAN BEACON FUNDS0175,697 00Against
Ultimus Managers Trust0158,128 00Against
EA Series Trust492127,258 00Against
WisdomTree0113,527 00Against
Pacer Funds Trust111,7760 00For
ProShares096,230 00Against
HOTCHKIS & WILEY FUNDS /DE/085,891 00Against
Columbia Threadneedle00 75,3570Abstain
HEARTLAND GROUP INC075,000 00Against
Northern Trust068,439 00Against
BRIDGEWAY FUNDS INC068,215 00Against
Principal048,461 00Against
Jackson National037,699 00Against
First Trust037,081 00Against
Nationwide1,68235,348 00Against

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

14. Amend Non-Employee Director Restricted Stock Plan

COMPENSATION

100% fund support · no official result

FOR 64%NOT VOTED 36%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (18,369 for, 0 against).

FOR: 18,369 (63.6%)NOT VOTED: 10,516 (36.4%)
Largest asset managers voting on “Amend Non-Employee Director Restricted Stock Plan” at Sonic Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower16,1000 00For
CLEARWATER INVESTMENT TRUST2,2690 00For

15. Approve Omnibus Stock Plan

COMPENSATION

100% fund support · no official result

FOR 64%NOT VOTED 36%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (18,369 for, 0 against).

FOR: 18,369 (63.6%)NOT VOTED: 10,516 (36.4%)
Largest asset managers voting on “Approve Omnibus Stock Plan” at Sonic Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower16,1000 00For
CLEARWATER INVESTMENT TRUST2,2690 00For

Largest Sonic Automotive, Inc. shareholders voting in 2025-2026

Ranked by the number of Sonic Automotive, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 33,600,000 shares outstanding at the time of that meeting.

Top Sonic Automotive, Inc. shareholders by shares voted, 2025-2026
#Asset manager % of shares outstanding
1BlackRock 6.50%
2Vanguard 4.93%
3Charles Schwab 2.17%
4State Street 1.92%
5NOMURA INVESTMENT MANAGEMENT BUSINESS TRUST 1.75%
6Delaware/Macquarie 1.56%
7Dimensional 1.51%
8Invesco 1.50%
9Fidelity 1.45%
10American Century 1.26%

Reported Sonic Automotive, Inc. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

Sonic Automotive, Inc. beneficial owners on record for the 2025-2026 proxy season
Holder % outstanding Disclosure
B. Scott Smith 39.33% 13D
Sonic Financial Corporation 29.34% DEF14A
Paul P. Rusnak 15.18% DEF14A
BlackRock 7.46% 13F
Vanguard Group 4.85% 13F
David Bruton Smith 3.98% DEF14A
Dimensional Fund Advisors 3.91% 13F
Marcus G. Smith 2.79% DEF14A
OBS Family, LLC 2.49% DEF14A
State Street 2.01% 13F

Percentages above are of 33,600,000 shares outstanding, as reported by Sonic Automotive, Inc. on its Form 10-Q dated 2026-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2026-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At Sonic Automotive, Inc.'s shareholder meeting held 2026-04-29, in the 2025-2026 proxy season, 262 asset managers reported how they voted in their SEC Form N-PX filings, covering 4,058 separate fund positions. Their filings are grouped here into 15 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Advisory vote to approve Sonic's named executive officer compensation in fiscal 2025. — 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 (filing date not recorded for this item).

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