Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective on March 1, 2013, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Sonic Automotive, Inc. ("Sonic") approved base salary increases for the following executive officers in the following amounts:
Mr. O. Bruton Smith, from $1,133,000 to $1,167,000; Mr. B. Scott Smith, from $978,500 to $1,007,900; Mr. David B. Smith, from $623,150 to $685,465; and Mr. Jeff Dyke, from $795,675 to $900,000. In reaching its decision, the Compensation Committee considered several factors, including the responsibilities of each of these respective executive officers, the compensation of similarly situated executive officers of comparable companies, subjective evaluations of each of the executive officers' respective performance during the 2012 calendar year and Sonic's strong operating and financial performance during the 2012 calendar year. With respect to Mr. David B. Smith's salary increase, the Compensation Committee also considered his promotion to Vice Chairman effective March 31, 2013.