8-K

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 16, 2014

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 16, 2014. 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 2017 or until his or her successor is elected and qualified. The voting results were as follows:

Nominee	For	Withhold Authority	Broker Non-Vote
Tony D. Bartel	47,606,654	102,859	5,285,130
Lauren R. Hobart	47,606,087	103,426	5,285,130
Jeffrey H. Schutz	47,462,752	246,761	5,285,130
Kathryn L. Taylor	47,228,486	481,027	5,285,130

Proposal 2

The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm was approved. The voting results were as follows:

For	Against	Abstain	Broker Non-Vote
51,869,911	1,078,499	46,233	—

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
47,236,407	418,944	54,162	5,285,130

Proposal 4

The proposal to approve the Sonic Corp. 2006 Long-Term Incentive Plan, as amended, was approved. The voting results were as follows:

For	Against	Abstain	Broker Non-Vote
41,781,048	5,876,084	52,381	5,285,130

Item 8.01 Other Events

On January 16, 2014, the Company issued a press release announcing that its Board of Directors has approved an increase to its share repurchase program and authorized the Company to complete such repurchases from time-to-time in the open market or otherwise, including through an accelerated share repurchase program, under the terms of a Rule 10b5-1 plan, in privately negotiated transactions or in round lot or block transactions. The Company’s press release also announced that two new directors, Tony D. Bartel and Lauren R. Hobart, were elected to the Board and two existing directors, Jeffrey H. Schutz and Kathryn L. Taylor, were re-elected to the Board at the annual shareholders meeting. The press release is attached as Exhibit 99.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99 Press Release, dated January 16, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REGISTRANT:
	SONIC CORP.
Date: January 16, 2014	By:	/s/ Stephen C. Vaughan
		Stephen C. Vaughan,
		Executive Vice President and Chief Financial Officer

EX-99

Exhibit 99

Contact:	Claudia San Pedro
	Vice President of Investor Relations, Communications and Treasurer
	(405) 225-4846

SONIC ANNOUNCES INCREASE TO SHARE REPURCHASE PROGRAM

TWO NEW BOARD MEMBERS ELECTED AT ANNUAL SHAREHOLDERS MEETING

OKLAHOMA CITY—(January 16, 2014) — Sonic Corp. (NASDAQ: SONC), the nation’s largest chain of drive-in restaurants, today announced that its board of directors approved an incremental $40 million to its share repurchase program. The updated authorization allows for up to $80 million of common stock to be repurchased through August 31, 2014, of which $69 million is now available for future repurchases. Share repurchases may be made from time-to-time in the open market or otherwise, including through an accelerated share repurchase program, under the terms of a Rule 10b5-1 plan, in privately negotiated transactions or in round lot or block transactions.

“We are pleased that the board has once again increased its authorization for our share repurchase program, which is an important contributor to maximizing shareholder value,” said Cliff Hudson, chairman, president and chief executive officer. “Since fiscal 2012, we have returned over $77.7 million to shareholders through share repurchases, and this increase reflects our confidence in the ongoing consistency of our business and our solid runway for growth. Share repurchases have been and are expected to continue to be accretive to earnings per share in fiscal 2014.”

In addition, Sonic is pleased to announce that Tony D. Bartel and Lauren R. Hobart have been elected to serve on the company’s board of directors for three-year terms. Their election was announced today at the company’s annual shareholder meeting.

Mr. Bartel is president of Gamestop Corporation and has served in that role since 2010. Gamestop is an $8.9 billion retailer of video game and PC entertainment software. He has more than 20 years of experience in the consumer products industry, including 14 years in the restaurant industry serving in a variety of finance executive positions. Most recently he served as executive vice president of merchandising and marketing for Gamestop from 2007 until 2010 and senior vice president of international finance for Gamestop from 2005 until 2007.

Ms. Hobart is senior vice president and chief marketing officer of Dick’s Sporting Goods, Inc. and has served in that role since 2011. Dick’s is a Fortune 500 company and is one of the largest sporting goods retailers in the United States. Prior to this position, she held a variety of management positions including chief marketing officer, carbonated soft drinks, with Pepsi-Cola North America. She began her career in the banking industry with six years of experience with JP Morgan Chase & Company and Wells Fargo Bank.

“We are very excited to welcome Tony and Lauren as two additional independent directors to our board. Tony’s background in finance and consumer goods combined with Lauren’s marketing and brand management knowledge will be a valuable complement to the breadth of experience on our board,” concluded Hudson.

The company also announced that existing directors Jeffrey H. Schutz and Kathryn L. Taylor were re-elected to the board. Continuing board members not standing for re-election include Kate S. Lavelle, Michael J. Maples, J. Larry Nichols, Federico F. Peña, Frank E. Richardson, Robert M. Rosenberg and Cliff Hudson.

Effective January 16, 2014, H.E. (Gene) Rainbolt has retired from the board of directors after 18 years of service. Mr. Rainbolt is the chairman of BancFirst Corp. He joined the board in 1996 and was a member of the Audit Committee, of which he served as chair since 1997. “Gene’s exemplary service to Sonic and our franchisees has spanned almost five decades,” said Hudson. “There are many of us who owe him much for his contributions and leadership, and we are grateful for all he has shared with us.”

About Sonic

SONIC^®, America’s Drive-In^®, is the nation’s largest chain of drive-in restaurants with more than 3,500 drive-ins serving approximately 3 million customers every day. Over the past 60 years, SONIC has delighted guests with signature menu items, more than 1 million drink combinations, friendly service by iconic Carhops and ongoing support of education through its award-winning Limeades for Learning^® program. SONIC received top honors as America’s “#1 burger quick service restaurant” in the 2013 Temkin Experience Ratings report. For more information about Sonic Corp. (NASDAQ/NM: SONC) and its subsidiaries, please visit sonicdrivein.com. Customers can also connect with SONIC at facebook.com/sonicdrivein or on Twitter @sonicdrive_in.

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements reflect management’s expectations regarding future events and operating performance and speak only as of the date hereof. These forward-looking statements involve a number of risks and uncertainties. Factors that could cause actual results to differ materially from those expressed in, or underlying, these forward-looking statements are detailed in the company’s annual and quarterly report filings with the Securities and Exchange Commission. The company undertakes no obligation to publicly release revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events, except as required to be reported under the rules and regulations of the Securities and Exchange Commission.

SONC-F

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