SNFCA 8-K
Security National Financial Corp (SNFCA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in this Charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 433
Ascension Way, |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
Telephone Number, Including Area Code:
(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 | ||
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 | ||