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
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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 17, 2022, in Salt Lake City, Utah. As of April 14, 2022, the record date, there were issued and outstanding 17,693,127 votable shares of Class A common stock and 2,757,165 votable shares of Class C common stock for a total of 20,450,292 votable shares of the Company’s common stock outstanding. A majority of the outstanding shares of Class A and Class C common stock (or 10,225,147 shares) constituted a quorum for the transaction of business at the Annual Meeting. A total of 16,495,835 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, John L Cook, Jason G. Overbaugh, Gilbert A. Fuller, Robert G. Hunter, M.D., Ludmya B. Love, Shital A. Mehta, H. Craig Moody, S. Andrew Quist, and Adam G. Quist as directors of the Company;(ii) approved the Company’s 2022 Equity Incentive Plan; (iii) approved the amendment and restatement of the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Class A and Class C common stock; (iv) approved, on an advisory basis, the compensation of the Company’s named executive officers; and (v) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ended December 31, 2022.
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 next Annual Meeting and until their successors are duly elected and qualified.
Name | Class | Votes For | Votes Withheld | |||||||
Scott M. Quist | Class A | 10,884,645 | 301,381 | |||||||
Robert G. Hunter | Class A | 10,557,768 | 608,258 | |||||||
Gilbert A. Fuller | Class A | 10,603,355 | 582,671 |
2. To elect the remaining seven directors to be voted upon by 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 | |||||||
Jason G. Overbaugh | Class A | 10,835,447 | 350,579 | |||||||
Class C | 27,282,070 | - | ||||||||
Total | 38,117,517 | 350,579 | ||||||||
John L. Cook | Class A | 10,633,465 | 552,561 | |||||||
Class C | 27,282,070 | - | ||||||||
Total | 37,915,535 | 552,561 | ||||||||
Ludmya B. Love | Class A | 10,632,980 | 553,046 | |||||||
Class C | 27,282,070 | - | ||||||||
Total | 37,915,050 | 553,046 | ||||||||
Shital A. Mehta | Class A | 10,633,623 | 552,403 | |||||||
Class C | 27,282,070 | - | ||||||||
Total | 37,915,693 | 552,403 | ||||||||
H. Craig Moody | Class A | 10,547,342 | 638,684 | |||||||
Class C | 27,282,070 | - | ||||||||
Total | 37,829,412 | 638,684 |
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Name | Class | Votes For | Votes Withheld | |||||||
S. Andrew Quist | Class A | 10,835,325 | 350,701 | |||||||
Class C | 27,282,070 | - | ||||||||
Total | 38,117,395 | 350,701 | ||||||||
Adam G. Quist | Class A | 10,834,836 | 351,190 | |||||||
Class C | 27,282,070 | - | ||||||||
Total | 38,116,906 | 351,190 |
3. To approve the Company’s 2022 Equity Incentive Plan
Class | Votes For | Votes Against | Votes Abstaining | |||||||||
Class A | 10,551,493 | 629,363 | 5,170 | |||||||||
Class C | 27,282,070 | - | - | |||||||||
Total | 37,833,563 | 629,363 | 5,170 |
4. To approve the amendment and restatement of the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Class A common stock from 20,000,000 shares to 40,000,000 shares and of Class C common stock from 3,000,000 shares to 6,000,000 shares.
Class | Votes For | Votes Against | Votes Abstaining | |||||||||
Class A | 13,091,416 | 669,295 | 6,917 | |||||||||
Class C | 27,282,070 | - | - | |||||||||
Total | 40,373,486 | 669,295 | 6,917 |
5. To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers.
Class | Votes For | Votes Against | Votes Abstaining | |||||||||
Class A | 10,295,116 | 877,221 | 13,689 | |||||||||
Class C | 27,282,070 | - | - | |||||||||
Total | 37,577,186 | 877,221 | 13,689 |
6. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ended December 31, 2021.
Class | Votes For | Votes Against | Votes Abstaining | |||||||||
Class A | 13,757,408 | 9,353 | 867 | |||||||||
Class C | 27,282,070 | - | - | |||||||||
Total | 41,039,478 | 9,353 | 867 |
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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 23, 2022 | /s/ Scott M. Quist |
Scott M. Quist, Chairman, President | |
and Chief Executive Officer |
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