SAH · Sonic Automotive, Inc.

The approval of the 2026 Equity Incentive Plan represents a routine but material governance and compensation update for Sonic Automotive, enabling continued alignment of executive and employee incentives with long-term shareholder interests. The Plan’s adoption reflects standard practice for U.S. public companies to refresh equity compensation frameworks every ~10–14 years, ensuring availability of shares for future grants while maintaining continuity in incentive design. With 2.32 million shares reserved—nearly 7% of outstanding Class A Common Stock as of recent filings—the Plan provides substantial flexibility for multi-year award cycles, particularly given the inclusion of forfeiture-replenishment mechanics from the legacy 2012 Plan. Notably, the Plan explicitly covers named executive officers and permits diverse award vehicles, supporting retention and performance-based pay structures. All five proposals submitted at the Annual Meeting passed with strong majority support, including the equity plan (96% of votes cast in favor), signaling broad investor acceptance of the Company’s compensation framework. No dissenting recommendations from proxy advisors or notable opposition were disclosed, and the voting results show minimal broker non-votes on the ratification item—indicating high engagement on core governance matters.