Security National Financial Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

 

 

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): June 23, 2023

 

SECURITY NATIONAL FINANCIAL CORPORATION

(Exact name of registrant as specified in this Charter)

 

Utah		000-09341		87-0345941
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

433 Ascension Way, 6th Floor, Salt Lake City, Utah		84123
(Address of principal executive offices)		(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (801) 264-1060

 

Does Not Apply

(Former name or former address, if changed since last report)

 

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 (see General Instruction A.2 below):

 

☐	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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol		Name of exchange on which registered
Class A Common Stock		SNFCA		The Nasdaq Global Select Market

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of Stockholders (the “Annual Meeting”) of Security National Financial Corporation (the “Company”) was held on June 23, 2023, in Salt Lake City, Utah. As of April 21, 2023, the record date, there were issued and outstanding 18,099,690 votable shares of Class A common stock and 2,854,907 votable shares of Class C common stock for a total of 20,954,597 votable shares of the Company’s common stock outstanding. A majority of the outstanding shares of Class A and Class C common stock (or 10,477,299 shares) constituted a quorum for the transaction of business at the Annual Meeting. A total of 14,117,706 votes were cast, which was a majority of the outstanding shares of Class A and Class C common stock, and thus a quorum for purposes of the Annual Meeting.

 

At the Annual Meeting, the Company’s stockholders (i) approved the election of Scott M. Quist, Ludmya B. Love, Adam G. Quist, H. Craig Moody, Jason G. Overbaugh, John L. Cook, Robert G. Hunter, Gilbert A. Fuller, Shital A. Mehta, and S. Andrew Quist as directors of the Company; (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers; (iii) approved a non-binding advisory resolution that the shareholders be asked to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers every three years during the next six years; and (iv) ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2023.

 

The results of the voting at the Annual Meeting on the matters submitted to the stockholders are set forth below. The voting results at the Annual Meeting set forth below reflect the weighted voting for the Class C common shares, which have a weighted voting of ten votes per share.

 

1. To elect four directors to be voted upon by the Class A common stockholders voting separately as a class to serve until the next Annual Meeting and until their successors are duly elected and qualified:

 

Name		Class		Votes For				Votes Withheld				Total
Scott M. Quist		Class A			11,051,451				240,220				11,291,671
Ludmya B. Love		Class A			10,143,218				1,148,453				11,291,671
Adam G. Quist		Class A			10,994,688				296,983				11,291,671
H. Craig Moody		Class A			10,006,634				1,285,037				11,291,671

 

2. To elect the remaining six directors to be voted upon by the Class A and Class C common stockholders together to serve until the next Annual Meeting and until their successors are duly elected and qualified:

 

Name		Class		Votes For				Votes Withheld				Total
Jason G. Overbaugh		Class A			11,018,980				272,691				11,291,671
		Class C			28,260,350				-				28,260,350
		Total			39,279,330				272,691				39,552,021
John L. Cook		Class A			10,152,423				1,139,248				11,291,671
		Class C			28,260,350				-				28,260,350
		Total			38,412,773				1,139,248				39,552,021
Robert G. Hunter, MD		Class A			10,051,530				1,240,141				11,291,671
		Class C			28,260,350				-				28,260,350
		Total			38,311,880				1,240,141				39,552,021
Gilbert A. Fuller		Class A			10,086,084				1,205,587				11,291,671
		Class C			28,260,350				-				28,260,350
		Total			38,346,434				1,205,587				39,552,021
Shital A. Mehta		Class A			10,143,489				1,148,182				11,291,671
		Class C			28,260,350				-				28,260,350
		Total			38,403,839				1,148,182				39,552,021
S. Andrew Quist		Class A			10,994,743				296,928				11,291,671
		Class C			28,260,350				-				28,260,350
		Total			39,255,093				296,928				39,552,021

 

 

3. To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers:

 

Class		Votes For				Votes Against				Votes Abstaining
Class A			10,731,113				539,876				20,682
Class C			28,260,350				-				-
Total			38,991,463				539,876				20,682

 

4. To approve a non-binding, advisory resolution to determine whether, during the next six years, the Company’s shareholders will be asked to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers every one, two or three years:

 

Class		Votes For Every 1 Year				For Every 2 Years				For Every 3 Years				Abstain
Class A			1,783,286				51,034				9,454,274				3,077
Class C			-				-				28,260,350				-
Total			1,783,286				51,034				37,714,624				3,077

 

The Company has determined to hold the vote, on an advisory basis, every three years for the next six years.

 

5. To ratify the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accountants for the year ending December 31, 2023:

 

Class		Votes For				Votes Against				Votes Abstaining
Class A			13,797,081				10,304				1,696
Class C			28,260,350				-				-
Total			42,057,431				10,304				1,696

 

 

SIGNATURES

 

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.

 

	SECURITY NATIONAL FINANCIAL CORPORATION
	(Registrant)
Date: June 28, 2023	By:	/s/ Scott M. Quist
		Scott M. Quist, Chairman, President and
		Chief Executive Officer