UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 17, 2013
SONIC CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 0-18859 | 73-1371046 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 300 Johnny Bench Drive Oklahoma City, Oklahoma |
73104 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(405) 225-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on January 17, 2013. Matters voted upon by shareholders at that meeting were:
Proposal 1
Each of the nominees was elected a director to hold office for a three-year term expiring at the Annual Meeting of Shareholders in 2016 or until his successor is elected and qualified. The voting results were as follows:
| Nominee |
For | Withhold Authority | Broker Non-Vote | |||||||||
| Clifford Hudson |
44,334,289 | 728,520 | 6,240,000 | |||||||||
| Federico F. Peña |
44,815,178 | 247,631 | 6,240,000 | |||||||||
| Robert M. Rosenberg |
44,800,536 | 262,273 | 6,240,000 | |||||||||
Proposal 2
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm was approved. The voting results were as follows:
| For |
Against | Abstain | Broker Non-Vote | |||||||||
| 50,314,930 |
936,586 | 51,293 | — | |||||||||
Proposal 3
The Board proposal seeking a non-binding advisory vote on the Company’s executive compensation was approved. The voting results were as follows:
| For |
Against | Abstain | Broker Non-Vote | |||||||||
| 44,554,673 |
435,674 | 72,462 | 6,240,000 | |||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SONIC CORP. | ||||||
| Date: January 22, 2013 | By: | /s/ Stephen C. Vaughan | ||||
|
| ||||||
| Stephen C. Vaughan, | ||||||
| Executive Vice President | ||||||
| and Chief Financial Officer | ||||||