Security National Financial Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

 

 

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 21, 2024

 

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 21, 2024, in Salt Lake City, Utah. As of April 15, 2024, the record date, there were issued and outstanding 19,300,897 votable shares of Class A common stock and 2,935,963 votable shares of Class C common stock for a total of 22,236,860 votable shares of the Company’s common stock outstanding. A majority of the outstanding shares of Class A and Class C common stock (or 11,118,431 shares) constituted a quorum for the transaction of business at the Annual Meeting. A total of 39,559,545 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, Shital A. Mehta, S. Andrew Quist, John L. Cook, Jason G. Overbaugh, H. Craig Moody, Robert G. Hunter, Gilbert A. Fuller, Ludmya B. Love, and Adam G. Quist as directors of the Company; and (ii) ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2024.

 

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		9,044,036		1,440,269		10,484,305
Shital A. Mehta		Class A		7,848,371		2,635,934		10,484,305
S. Andrew Quist		Class A		8,871,253		1,613,052		10,484,305
John L. Cook		Class A		7,843,693		2,640,612		10,484,305

 

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		8,874,971		1,609,334		10,484,305
		Class C		29,075,240		-		29,075,240
		Total		37,950,211		1,609,334		39,559,545
H. Craig Moody		Class A		7,140,283		3,344,022		10,484,305
		Class C		29,075,240		-		29,075,240
		Total		36,215,523		3,344,022		39,559,545
Robert G. Hunter, MD		Class A		7,712,693		2,771,612		10,484,305
		Class C		29,075,240		-		29,075,240
		Total		36,787,933		2,771,612		39,559,545
Gilbert A. Fuller		Class A		7,677,855		2,806,450		10,484,305
		Class C		29,075,240		-		29,075,240
		Total		36,753,095		2,806,450		39,559,545
Ludmya B. Love		Class A		7,834,327		2,649,978		10,484,305
		Class C		29,075,240		-		29,075,240
		Total		36,909,567		2,649,978		39,559,545
Adam G. Quist		Class A		8,873,803		1,610,502		10,484,305
		Class C		29,075,240		-		29,075,240
		Total		37,949,043		1,610,502		39,559,545

 

 

3. To ratify the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accountants for the year ending December 31, 2024:

 

Class		Votes For		Votes Against		Votes Abstaining
Class A		12,853,364		117,971		5,812
Class C		29,075,240		-		-
Total		41,928,604		117,971		5,812

 

Item 8.01. Other Events.

 

At the Annual Board of Directors (the “Board”) Meeting of the Company on June 21, 2024, the Board declared a 5% stock dividend (the “Dividend”) to holders of the Company’s Class A and Class C shares of Common Stock. The stock dividend will be issued on July 12, 2024 to the Class A and Class C common stockholders of record as of July 5, 2024.

 

The Company has issued 5% stock dividends on its shares of Class A and Class C Common Stock each year from 1991 through 2023, except in 2020 when stock dividends totaling 7.5% were issued. The Board is pleased to declare this 5% stock dividend in 2024.

 

On June 24, 2024, the Company issued a press release announcing the [Dividend]. A copy of that press release is attached hereto as Exhibit 99.1. The information contained in Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

EXHIBIT NUMBER		DESCRIPTION
99.1		Press Release, dated June 24, 2024, entitled “Security National Financial Corporation Announces Stock Dividend”
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

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 24, 2024	By:	/s/ Scott M. Quist
		Scott M. Quist, Chairman, President and
		Chief Executive Officer