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8-KThe WireRoutine

Shareholder Vote

Filed Jul 6, 2017 · 9y ago · Accession 0001096906-17-000453

Plain English

Material event — a significant development the company must disclose promptly.

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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 29, 2017 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.)                   5300 South 360 West, 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) 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 29, 2017, in Salt Lake City, Utah. As of the record date, there were issued and outstanding 13,194,208 shares of Class A common stock and 2,005,026 shares of Class C common stock, such Class C shares representing a weighted voting total of 20,050,260 Class C common shares, for a combined voting total of 33,244,468 Class A and Class C common shares. At the Annual Meeting there was present or represented by proxy a total of 7,985,091 Class A common shares (or approximately 61% of the outstanding Class A shares) and 1,976,210 Class C common shares (or approximately 99% of the outstanding Class C shares), such Class C shares representing a weighted voting total of 19,762,100 Class C common shares for a combined voting total of 27,747,191 Class A and Class C common shares (approximately 83% of the outstanding Class A and Class C shares). Accordingly, under Article IX of the Company's Articles of Incorporation and the Utah Revised Business Corporation Act, the combined voting total of Class A and Class C common shares was a majority of the outstanding voting total of shares of Class A and Class C common stock and constituted a quorum for the Annual Meeting. At the Annual Meeting, the Company's stockholders (i) approved the election of Scott M. Quist, John L. Cook, S. Andrew Quist, Gilbert A. Fuller, Robert G. Hunter, M.D., H. Craig Moody, Jason G. Overbaugh and Norman G. Wilbur as directors of the Company; (ii) approved, on an advisory basis, the compensation of the Company's named executive officers; and (iii) approved the amendment to the Company's 2013 Stock Option Plan to authorize an additional 500,000 shares of Class A Common Stock to be available for the issuance under plan, of which up to 250,000 shares of Class C common stock may be issued in place of up to 250,000 shares of Class A common stock. The results of the voting at the Annual Meeting on the matters submitted to the stockholders are set forth below. It should be noted that at the Company's Annual Stockholders Meeting held on July 2, 2014, the stockholders approved a resolution providing for a 1-for-10 reverse stock split of the Company's Class C common stock and for weighted voting of the Class C common stock. As a result, each share of Class C common stock has weighted voting of ten votes per share and may be converted into one share of Class A common stock. The voting results at the Annual Meeting set forth below reflect the weighted voting for the Class C common shares.                  1.                To elect three directors to be voted upon by Class A common stockholders voting separately as a class to serve until the 2018 Annual Meeting and until their successors are duly elected and qualified.   Name Class Votes For Votes Withheld         Scott M. Quist Class A 7,718,248 266,843 John L. Cook Class A 7,710,185 274,906 S. Andrew Quist Class A 7,690,618 294,473 2.    To elect the remaining five directors to be voted upon by Class A and Class C common stockholders together to serve until the 2018 Annual Meeting and until their successors are duly elected and qualified. Name Class Votes For Votes Withheld         Gilbert A. Fuller Class A   7,708,482 276,609   Class C 19,744,310   17,790      Total 27,452,792 294,399         Robert G. Hunter, M.D. Class A   7,691,732 293,359   Class C 19,744,310   17,790      Total 27,436,042 311,149         H. Craig Moody Class A   7,708,482 276,609   Class C 19,744,310   17,790      Total 27,452,792 294,399         Jason G. Overbaugh Class A   7,690,647 294,444   Class C 19,762,100    -               Total 27,452,747 294,444         Norman G. Wilbur Class A   6,433,882 1,551,209   Class C 19,762,100    -                  Total 26,195,982 1,551,209 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   7,696,171 284,298   4,622 Class C 19,762,100    -            -             Total 27,458,271 284,298   4,622 4.   To approve the amendment to the Company's 2013 Stock Option Plan to authorize an additional 500,000 shares of Class A common stock to be available for issuance under the plan, of which up to 250,000 shares of Class C common stock may be issued in place of up to 250,000 shares of Class A common stock. Class Votes For Votes Against Votes Abstaining         Class A   7,447,139 535,926   2,026 Class C 19,762,100     -       -           Total 27,209,239 535,926   2,026 Because the Company recently engaged Deloitte & Touche LLP as the Company's new independent registered public accounting firm, the matter of the appointment of the Company's previous accounting firm was removed from the agenda. At next year's Annual Stockholders' Meeting, stockholders will consider and vote on the ratification of the appointment of the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018. 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: July 6, 2017 /s/ Scott M. Quist    Scott M. Quist, Chairman, President   and Chief Executive Officer
Filing details
Ticker
SNFCA
CIK
318673
Form type
8-K
Filing date
Jul 6, 2017
Report date
Jun 29, 2017
Document
security.htm
Size
45 KB