8-KThe WireRoutine
Shareholder Vote
Filed Jul 2, 2019 · 7y ago · Accession 0001096906-19-000255
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 28, 2019
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)
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))
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 is a Vote of Security Holders
The Annual Meeting of Stockholders (the “Annual Meeting”) of Security National Financial Corporation (the “Company”) was held on June 28, 2019, in Salt Lake City, Utah. As of the
record date, there were issued and outstanding 15,082,953 shares of Class A common stock and 2,190,361 shares of Class C common stock, such Class C shares representing a weighted voting total of 21,903,610 Class C common shares, for a combined voting
total of 36,986,563 Class A and Class C common shares. At the Annual Meeting there was present or represented by proxy a total of 8,758,409 Class A common shares (or approximately 58% of the outstanding Class A shares) and 2,158,839 Class C common
shares (or approximately 99% of the outstanding Class C shares), such Class C shares representing a weighted voting total of 21,588,390 Class C common shares for a combined voting total of 30,346,799 Class A and Class C common shares (approximately
82% 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, Gilbert A. Fuller, Norman G. Wilbur, John L. Cook, Robert G. Hunter, M.D., H. Craig
Moody, Jason G. Overbaugh, and S. Andrew Quist as directors of the Company; (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers; and (iii) ratified the Appointment of Deloitte & Touche LLP as the
Company’s independent registered public accountants for the fiscal year ended December 31, 2019.
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 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 2019 Annual Meeting and until their successors are duly elected and qualified.
Name
Class
Votes
For
Votes
Withheld
Scott M. Quist
Class A
8,401,271
357,138
Gilbert A. Fuller
Class A
7,592,439
1,165,970
Norman G. Wilbur
Class A
7,474,754
1,283,655
2. To elect the remaining five directors to be voted upon by Class A and Class C common stockholders together
to serve until the 2019 Annual Meeting and until their successors are duly elected and qualified.
Name
Class
Votes
For
Votes
Withheld
John L. Cook
Class A
7,573,151
1,185,258
Class C
21,588,390
-
Total
29,161,541
1,185,258
Robert G. Hunter, M.D.
Class A
7,563,511
1,194,898
Class C
21,588,390
-
Total
29,151,901
1,194,898
H. Craig Moody
Class A
8,272,032
486,377
Class C
21,588,390
-
Total
29,860,422
486,377
Jason G. Overbaugh
Class A
8,373,864
384,545
Class C
21,588,390
-
Total
29,962,254
384,545
S. Andrew Quist
Class A
8,375,900
382,509
Class C
21,588,390
-
Total
29,964,290
382,509
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
7,514,214
1,237,207
6,988
Class C
21,588,390
-
-
Total
29,102,604
1,237,207
6,988
4. To ratify the appointment of Deloitte & Touche as the Company’s independent registered public
accountants for the year ended December 31, 2019.
Class
Votes
For
Votes
Against
Votes
Abstaining
Class A
11,545,004
48,048
-
Class C
21,588,390
-
-
Total
33,133,394
48,048
-
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 2, 2019
/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 2, 2019
- Report date
- Jun 28, 2019
- Document
- security.htm
- Size
- 79 KB