UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)


INFORMATION REQUIRED IN PROXY STATEMENT


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BIGLARI HOLDINGS INC.

(Name of Registrant as Specified in Its Charter)


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BIGLARIBIGLARI HOLDINGS INC.

17802 IH 10 West, Suite 400

SAN ANTONIO, TEXAS 78257


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 25, 2019

May 27, 2021
To the Shareholders of Biglari Holdings Inc.:

The Shareholders:

You are cordially invited to attend the annual meeting (the “Annual Meeting”) of the shareholders of Biglari Holdings Inc. (the “Corporation” or “Biglari Holdings”), to be held at The St. Regis Hotel, Twothe Majestic Theatre, 224 East 55thHouston Street, at Fifth Avenue, New York, New York 10022,San Antonio, Texas 78205, on April 25, 2019,May 27, 2021, at 1:00 p.m., Eastern Central Daylight Time, for the following purposes:

1.To elect five directors.
2.To ratify the selection by the Audit Committee of the Board of Directors (the “Board”) of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2019.
3.To vote on a non-binding advisory resolution to approve the compensation of the Corporation’s Named Executive Officers, as described in the enclosed proxy statement.
4.To vote on a non-binding advisory resolution to determine the frequency (whether annual, biennial or triennial) with which shareholders of the Corporation shall be entitled to have an advisory vote on executive compensation.
5.To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

1.To elect six directors.
2.To ratify the selection by the Audit Committee of the Board of Directors (the “Board”) of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2021.
3.To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.
The Board has fixed the close of business on March 18, 2019April 14, 2021, as the record date for determining which shareholders have the right to vote at the Annual Meeting or at any adjournment thereof.

You may vote either vote by telephone or by Internetinternet by following the instructions on the enclosed proxy card, or sign, date, and return the enclosed proxy card in the postage-paid envelope provided. If you are a beneficial owner or you hold your shares in “street name,” please follow the voting instructions provided by your bank, broker, or other nominee.

We look forward to seeing you at the Annual Meeting.

By order of the Board,
Sardar Biglari
Chairman and Chief Executive Officer


By order of the Board of Directors

SARDAR BIGLARI, Chairman

San Antonio, Texas

March

April 29, 2019

2021








If you are a shareholder of record and if you plan to attend the meeting, you must present a valid picture identification to be admitted to the meeting. If you are a beneficial shareholder (i.e., shares held through a brokerage account) and plan to attend the meeting, you must present valid picture identification and show a valid proof of ownership of shares by presenting any of the following: (1) a copy of a brokerage statement, (2) a legal proxy, (3) a letter from the broker confirming ownership of shares, or (4) an admission ticket, which can be obtained by registering in advance of the meeting atwww.proxyvote.com/register.register. Shareholders may bring up to two guests; however, each guest must also be registered by the shareholder atwww.proxyvote.com/register as well asregister. Shareholders and their guests must present valid picture identification along withtheir admission ticket for admittance to the admission ticket.meeting at the Majestic Theatre. Seating will begin at 12:00 p.m. Cameras, recording devices, and other electronic devices will not be permitted at the meeting.


BIGLARI



BIGLARI HOLDINGS INC.

17802 IH 10 West, Suite 400

SAN ANTONIO, TEXAS 78257


PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS,
TO BE HELD ON APRIL 25, 2019

MAY 27, 2021


This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Biglari Holdings Inc. (hereinafter “we”, “our”,“we,” “our,” “Biglari Holdings”, “Corporation”Holdings,” “Corporation,” or “Company”) of proxies in the accompanying form for the Annual Meeting of Shareholders, to be held at The St. Regis Hotel, Twothe Majestic Theatre, 224 East 55thHouston Street, at Fifth Avenue, New York, New York 10022,San Antonio, Texas 78205, on April 25, 2019,May 27, 2021, at 1:00 p.m., Eastern Central Daylight Time, and at any adjournment or postponement thereof (the “Annual Meeting”).

GENERAL INFORMATION

This proxy statement and the enclosed form of proxy are first being sent to shareholders on or about April 1, 2019.30, 2021. If the form of proxy enclosed herewith is executed and returned as requested, it may nevertheless be revoked at any time prior to exercise by filing an instrument revoking it with our Corporate Secretary or submitting a duly executed proxy bearing a later date. Solicitation of proxies is made by the Corporation and will be made solely by mail at the Corporation’s expense. The Corporation will reimburse brokerage firms, banks, trustees, and others for their actual out-of-pocket expenses in forwarding proxy material to the beneficial owners of its common stock.

As of the close of business on March 18, 2019,April 14, 2021, the record date for the Annual Meeting, the Corporation had outstanding and entitled to vote 206,864.1 shares of Class A common stock. Only shareholders of record of Class A common stock at the close of business on March 18, 2019April 14, 2021, are entitled to vote at the Annual Meeting or at any adjournment thereof. Each share of Class A common stock is entitled to one vote per share on all matters submitted to a vote of shareholders of the Corporation.

The presence at the meeting, in person or by proxy, of the holdersshareholders of Class A common stock holding in the aggregate a majority of the voting power of the Corporation’s Class A common stock entitled to vote shall constitute a quorum for the transaction of business.

A plurality of the votes properly cast for the election of directors by the holders of Class A common stock attending the meeting, in person or by proxy, will elect directors to office. The affirmative vote of a majority of the Class A common stock present, in person or by proxy, is required to approve each of Proposal 2, ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2019, and Proposal 3, an advisory vote on executive compensation. Since Proposal 4 is an advisory vote to recommend the frequency of future votes on executive compensation, the frequency receiving the greatest number of votes on Proposal 4 will be the advisory vote of the shareholders.

2021.


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Shareholders may vote “FOR” or “WITHHOLD” a vote for the election of directors and “FOR,” “AGAINST” or “ABSTAIN” with respect to each other proposal (other than Proposal 4) submitted to shareholders at the Annual Meeting, and “EVERY 3 YEARS,“AGAINST,” “EVERY 2 YEARS,” “EVERY 1 YEAR” or “ABSTAIN” with respect to Proposal 4, the advisory vote to recommend the frequency of future advisory votes on executive compensation.2. Abstentions will count for purposes of establishing a quorum, but will not count as votes cast on a proposal. Accordingly, abstentions will have no effect on the election of directors or the outcome of Proposal 4 and are the equivalent of an “against” vote on matters requiring a majority of the Class A common stock to decide the question.Proposal 2. Broker non-votes will also count for purposes of establishing a quorum, but will not count as votes cast for the election of directors and accordingly will have no effect. Since the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 20192021 is a “routine” matter under applicable rules, your broker may vote your shares for you on this proposal absent any other instructions from you. Broker non-votes will have no effect on the outcome of Proposals 3 and 4. Shareholders who send in proxies but attend the meeting in person may vote directly if they prefer and withdraw their proxies or may allow their proxies to be voted with the similar proxies sent in by other shareholders.

If you are a shareholder of record and if you plan to attend the meeting, you must present a valid picture identification to be admitted to the meeting. If you are a beneficial shareholder (i.e., shares held through a brokerage account) and plan to attend the meeting, you must present valid picture identification and show a valid proof of ownership of shares by presenting any of the following: (1) a copy of a brokerage statement, (2) a legal proxy, (3) a letter from the broker confirming ownership of shares, or (4) an admission ticket, which can be obtained by registering in advance of the meeting atwww.proxyvote.com/register.register. Shareholders may bring up to two guests; however, each guest must also be registered by the shareholder atwww.proxyvote.com/register as well asregister. Shareholders and their guests must each present valid picture identification along withan admission ticket for admittance to the meeting. If you do not have an admission ticket. If we cannot verify that you own Biglari Holdings shares or are a registered guest,ticket, you will not be admitted to the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING, TO BE HELD ON APRIL 25, 2019.

MAY 27, 2021.


The Proxy Statement for the Annual Meeting of Shareholders, to be held on April 25, 2019May 27, 2021, and the Corporation’s 20182020 Annual Report to Shareholders are available atwww.biglariholdings.com/annualmeeting www.biglariholdings.com andwww.proxyvote.com.

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www.proxyvote.com.


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PROPOSAL ONE:


ELECTION OF DIRECTORS


Director Nominees

At the Annual Meeting, a Board consisting of fivesix members will be elected until the next annual meeting.

Upon

The Board, which currently consists of five members, has authorized an increase in the recommendationsize of the Governance, Compensation and Nominating Committee,Board to six directors in connection with the Annual Meeting. The members of the Board have nominated for election five currentas directors of the Corporation the following six individuals, three of whom are “independent” within the meaning of the listing standards of the New York Stock Exchange.

Information with respect to our nominees for election as directors, including the experience, qualifications, attributes, and skills that led to the selection of each nominee, by the Governance, Compensation and Nominating Committee, is contained in the following table:

table.

Name

Age

Business Experience

NameAgeBusiness Experience

Sardar Biglari

4143Chairman of the Board and Chief Executive Officer of Biglari Holdings since 2008. In addition, Mr. Biglari has served as Chairman and Chief Executive Officer of Biglari Capital Corp. (“Biglari Capital”) since 2000. Biglari Capital is the general partner of The Lion Fund, L.P. and The Lion Fund II, L.P., private investment partnerships. Mr. Biglari is the sole owner of Biglari Capital. Mr. Biglari has also served as a director of CCA Industries, Inc. (“CCA Industries”), a manufacturer and marketer of health and beauty aids, from August 2011 to July 2014 and since October 2015. He also served as a director of Insignia Systems, Inc. (“Insignia Systems”), a developer and marketer of innovative point-of-purchase in-store products, programs and services, from December 2015 to March 2017, including as its Co-Chairman from January 2016 to March 2017. Mr. Biglari is an entrepreneur with extensive managerial and investing experience in a broad range of businesses.

Philip L. Cooley

7577Vice Chairman of the Board of Biglari Holdings since April 2009 and a director since March 2008. Prassel Distinguished Professor of Business at Trinity University, San Antonio, Texas, from 1985 until his retirement in May 2012. ServedHe has served as an advisory director of Biglari Capital since 2000. Director of CCA Industries from August 2011 to July 2014 and since October 2015. He also served as a director of Insignia Systems from December 2015 to March 2017. Mr. Cooley has extensivebroad business and investment knowledge and experience. He also has experience serving on the boards of directors of public companies.

Ruth J. Person
7375Director of the Corporationpredecessor corporation since 2002. Chancellor, University of Michigan-Flint, from 2008 to 2014 and Professor of Management from 2008 to the present. Ms. Person has years of experience in leadership and board positions at various institutions.
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Kenneth R. Cooper7476Director of the Corporation since October 2010. Attorney in the private law practice of law at the Kenneth R. Cooper Law Office since 1974, with over 40 years of legal and business1974. Mr. Cooper has experience in real estate transactions and related matters.  Mr. Cooper has extensive experience in real estate, business and financial matters.

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James P. MastrianJohn G. Cardwell7675Director of the Corporation since August 2012.October 2019. Mr. Mastrian was the special advisor to the Chairman and Chief Executive Officer of Rite Aid CorporationCardwell held various positions with Johnson Controls, Inc. from August 20071986 until his retirement in AugustMay 2008. Mr. Mastrian served in a leadership role in the retail sector,Cardwell has extensive marketing experience and over 40 years of experience in corporate management.

The Governance, Compensation and Nominating CommitteeEdmund B. Campbell, III60Founder and Chairman of the Board of First Guard Insurance Company. Mr. Campbell was the Chief Executive Officer of First Guard Insurance Company from its inception in 1997 until March 2021. Mr. Campbell has over 35 years of experience in the insurance business.

The Board has concluded that the following directors are independent in accordance with the director independence standards of the New York Stock Exchange, and has determined that none of them has a material relationship with the Corporation which would impair his or her independence from management or otherwise compromise his or her ability to act as an independent director: Kenneth R. Cooper, James P. Mastrian and Ruth J. Person.

Person, and John G. Cardwell.

When the accompanying proxy card is properly executed and returned, the shares it represents will be voted in accordance with the directions indicated thereon or, if no direction is indicated, the shares will be votedFOR the election of the fivesix nominees identified above. Each of our nominees has consented to being named in this proxy statement and has agreed to serve, if elected. The Corporation expects each nominee to be able to serve if elected, but if any nominee notifies the Corporation before the Annual Meeting that he or she is unable to do so, then the proxies will be voted for the remainder of those nominated and, as designated by the directors, may be voted (i) for a substitute nominee or nominees or (ii) to elect such lesser number to constitute the whole Board as equals the number of nominees who are able to serve.

Our Board unanimously recommends that shareholders vote FOR each of the Company’s fivesix nominees for Director.


Board Meetings, Committees, and Nominations

The Board held three formalfive meetings and acted by written consent twice during 2018.2020. Each director during 2018 attended allat least 75% of theall meetings of the Board and attended each of the committees of the Board on which he or she served. Directors are encouraged but not required to attend annual meetings of the Corporation’s shareholders. Sardar Biglari, Philip L. Cooley, Kenneth R. Cooper, James P. Mastrian and Ruth J. PersonJohn G. Cardwell attended the 20182020 Annual Meeting of Shareholders. The Board of Directors has not named a lead independent director. However, two executive sessionsA meeting of independentnon-management directors werewas held in 2018.2020. Kenneth R. Cooper presided overas ad hoc chair of the executive sessions.

meeting.


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The Board has established an Audit Committee in accordance with Section 3(a)(58)A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The 20182020 Audit Committee consisted of Kenneth R. Cooper, James P. MastrianJohn G. Cardwell, and Ruth J. Person. In addition, James P. Mastrian served on the Audit Committee until his retirement on June 25, 2020. The Board determined that each of James P. MastrianJohn G. Cardwell and Ruth J. Person meetmeets the definition of “audit committee financial expert” as that term is used in Item 407(d)(5) of Regulation S-K promulgated under the Exchange Act.Securities Act of 1933, as amended (the “Securities Act”). All current members of the Audit Committee meet the criteria for independence set forth in Rule 10A-3 under the Exchange Act and in Section 303A of the New York Stock Exchange Listed Company Manual. The Audit Committee assists the Board with oversight of a) the integrity of the Corporation’s financial statements; b) the Corporation’s compliance with legal and regulatory requirements; and c) the qualifications and independence of the Corporation’s independent public accountants and the Corporation’s internal audit function. The Audit Committee meets periodically with the Corporation’s independent public accountants, internal auditors, and members of management and reviews the Corporation’s accounting policies and internal controls. The Audit Committee also selects the firm of independent public accountants to be retained by the Corporation to perform the audit.
The Audit Committee held four formalfive meetings and acted by written consent once during 2018.2020. The Audit Committee Charter is available on the Corporation’s website at www.biglariholdings.com and may also be obtained at no charge by written request to the attention of the Secretary of the Corporation at 17802 IH 10 West, Suite 400, San Antonio, Texas 78257.

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We are a “controlled company” within the meaning of the New York Stock Exchange rules and thus can rely on exemptions from certain corporate governance requirements. As a result, we are not required to comply with certain director independence and board committee requirements. The Company does not have a governance and nominating committee.

The Board has established a Governance, Compensation and Nominating Committee and adopted a charter to define and outline the responsibilities of its members. The Compensation Committee assists the Board by setting the compensation of the Chief Executive Officer and performing other compensation oversight, as well as reviewing related person transactions. A copy of the Governance, Compensation and Nominating Committee Charter is available on the Corporation’s website at www.biglariholdings.com and may also be obtained at no charge by written request to the attention of the Secretary of the Corporation at 17802 IH 10 West, Suite 400, San Antonio, Texas 78257. The 2018 Governance,2020 Compensation and Nominating Committee consisted of Kenneth R. Cooper, John G. Cardwell, Ruth J. Person, and James P. Mastrian and Ruth J. Person,(until Mr. Mastrian’s retirement on June 25, 2020), all of whom are independent directors in accordance with the New York Stock Exchange director independence standards.

The role of the Governance, Compensation and Nominating Committee is to assist the Board by a) recommending governance guidelines applicable to the Corporation; b) identifying, evaluating and recommending the nomination of Board members; c) setting the compensation of the Corporation’s Chief Executive Officer and performing other compensation oversight; d) reviewing related persons transactions; and e) assisting the Board with other related tasks, as assigned from time to time. The Governance, Compensation and Nominating Committee held one formal meeting and acted by written consent twiceonce during 2018.

2020.

The CorporationCompany does not have a formal policy regarding the consideration of diversity, however defined, in identifying nominees for director. Instead, in identifying director nominees, the Governance, Compensation and Nominating CommitteeBoard looks for individuals who possess integrity, ownership mentality, business expertise, and enterprise qualities that support an entrepreneurial culture. With respect to the selection of director nominees at the Annual Meeting, the Governance, Compensation and Nominating Committee recommended the Board nominate the five directors named in this proxy statement.


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The Governance, Compensation and Nominating CommitteeCompany has a policy under which it will consider recommendations presented by shareholders. A shareholder wishing to submit such a recommendation should send a letter to the Secretary of the Corporation at 17802 IH 10 West, Suite 400, San Antonio, Texas 78257. The mailing envelope must contain a clear notation that the enclosed letter is a “Director Nominee Recommendation”.Recommendation.” The Director Nominee Recommendation must be delivered to us not later than the 90th day nor earlier than the 120th day prior to the first anniversary of the preceding year’s annual meeting. The letter must identify the author as a shareholder and provide a brief summary of the candidate’s qualifications. At a minimum, candidates recommended for nomination to the Board must meet the director independence standards of the New York Stock Exchange. The Governance, Compensation and Nominating Committee’sCompany’s policy provides that candidates recommended by shareholders will be evaluated using the same criteria as are applied to all other candidates.

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Board Leadership Structure and Role in Risk Oversight


Sardar Biglari is the Corporation’s Chairman of the Board and Chief Executive Officer as well as its controlling shareholder. The Corporation is a holding company owning subsidiaries engaged in a number of diverse business activities, including media, property and casualty insurance, media and restaurants.licensing, restaurants, and oil and gas. The Corporation’s largest operating subsidiaries are involved in the franchising and operating of restaurants. All major operating, investment and capital allocation decisions are made for the Company and its subsidiaries by Mr. Biglari. Because of Biglari Holdings’ corporate structure, along with the centralization of significant managerial and capital allocation decisions, to Mr. Biglari, the most effective model for the Corporation is to designate Mr. Biglari as holding boththe positions of both Chairman and Chief Executive. He isMr. Biglari Holdings’ largest shareholder, and through affiliated entities, beneficially owns 390,764 equivalent Class A shares of the Corporation, that representrepresenting approximately 56.9%63.0% of the economic interest and 67.5% of the voting interest.

The full Board has responsibility for general oversight of relevant risks. Mr. Biglari bears responsibility for managing various risks faced by the Company. Furthermore, Mr. Biglari reviews with the Board relevant possible risks. In addition, as part of its Charter, the Audit Committee reviews and discusses the Corporation’s policies concerning risk assessment and risk management.

Director Compensation

Directors of Biglari Holdings do not receive grants of Company stock. We do not issue stock options andor restricted stock. Our view is that if directors wish to own Company stock, they, like all other shareholders, can purchase shares in the open market.

Biglari Holdings does not provide directors and officers liability insurance to its directors.

Directors of the Corporation who are employees do not receive fees for attendance at directors’ meetings. During 2018,In 2021, a director who wasis not an employee receivedwill receive an annual cash retainer of $60,000,$70,000, and the ChairsChair of the Audit Committee and the Governance, Compensation and Nominating Committee each receivedCommittees will receive an additional annual cash retainer of $5,000.$10,000. For his role as Vice Chairman of the Board and such other duties, as designated by the Board, Dr. Cooley received an annual cash retainer of $245,000. In addition, non-employee directors receive cash meeting attendance fees as follows:

·$3,500 for each in-person Board meeting attended
·$1,250 for each committee meeting attended in-person not held in conjunction with a Board meeting
·$500 for each committee meeting attended held in conjunction with a Board meeting and
·$500 for any meeting (Board or committee) in which the director participated by phone


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The following table provides compensation information for 20182020 for each non-management member of the Board who served on the Board during such year:

Name Fees Earned or Paid in Cash All Other Compensation Total
Philip L. Cooley $252,500  $—    $252,500 
Kenneth R. Cooper $80,000  $—    $80,000 
James P. Mastrian $70,000  $—    $70,000 
Ruth J. Person $70,000  $—    $70,000 

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the year. (All attendance fees paid in 2020 were eliminated in 2021.)


NameFees Earned or Paid in CashAll Other CompensationTotal
Philip L. Cooley$253,000 $— $253,000 
Kenneth R. Cooper$81,000 $— $81,000 
John G. Cardwell$71,000 $— $71,000 
Ruth J. Person$67,500 $— $67,500 
James P. Mastrian$31,500 $— $31,500 
Meetings of Independent Directors

The Audit Committee and the Governance, Compensation and Nominating CommitteeCommittees are composed of independent directors of the Company. The Audit Committee held four meetings and the Governance, Compensation and Nominating Committee held one meeting during 2018.five meetings. In addition, two executive sessionsa meeting of the independentnon-management directors werewas held in 2018.during 2020. A shareholder or other interested party wishing to contact the independent directors, as applicable, should send a letter to the Secretary of the Corporation at 17802 IH 10 West, Suite 400, San Antonio, Texas 78257. The mailing envelope should contain a clear notation that the enclosed letter is to be forwarded to the Corporation’s independent directors.

Shareholder Communications with the Board

Shareholders who wish to communicate with the Board or a particular director may send a letter to the Secretary of the Corporation at 17802 IH 10 West, Suite 400, San Antonio, Texas 78257. The mailing envelope should contain a clear notation that the enclosed letter is a “Shareholder-Board Communication” or “Shareholder-Director Communication.” All such letters should identify the author as a shareholder and clearly state whether the intended recipients are all members of the Board or just certain specified individual directors. The Secretary will make copies of all such letters and circulate them to the appropriate director or directors.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines to promote effective governance of the Corporation. The Corporate Governance Guidelines are available on the Corporation’s website at www.biglariholdings.com. A copy of the Corporate Governance Guidelines may also may be obtained at no charge by written request to the attention of the Secretary of the Corporation at 17802 IH 10 West, Suite 400, San Antonio, Texas 78257.

Code of Business Conduct and Ethics

The Corporation has adopted a Code of Conduct for all directors, officers, and employees as well as directors, officers, and employees of each of its subsidiaries. The Code of Conduct is available on the Corporation’s website at www.biglariholdings.com. A copy of the Code of Conduct may also be obtained at no charge by written request to the attention of the Secretary of the Corporation at 17802 IH 10 West, Suite 400, San Antonio, Texas 78257. The Corporation intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K or applicable New York Stock Exchange rules regarding any amendment to, or waiver from, a provision of the Code of Conduct, if any, either by posting such information on the
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Corporation’s website at www.biglariholdings.com or by filing a Current Report on Form 8-K with the Securities and Exchange Commission.

Executive Officers

Our executive officers are appointed annually by the Board, or at such interim times as circumstances may require. Other than Mr. Biglari, the only executive officer of the Corporation during 20182020 was Bruce Lewis.

Mr. Lewis, age 54,56, joined the Company and was namedas its Controller in January 2012.

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PROPOSAL TWO:


RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Audit Committee has selected Deloitte & Touche LLP as our independent registered public accounting firm for 2019.2021. Deloitte & Touche LLP has served in that capacity since fiscal 2003. A representative of Deloitte & Touche LLP will be present at the Annual Meeting, will have an opportunity to make a statement if he or she desires to do so, and will be available to respond to questions.

If the shareholders do not ratify the selection of Deloitte & Touche LLP, the Audit Committee will reconsider its choice, taking into consideration the views of the shareholders, and may (but will not be required to) appoint a different firm to serve in that capacity for 2019.

2021.

Required Vote

If a quorum is present, approval of the ratification of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 20192021 will require the affirmative vote of a majority of the Class A common stock holders present in person or represented by proxy and entitled to vote at the Annual Meeting.

Our Board unanimously recommends that shareholders vote FOR the ratification of the selection by the Audit Committee of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2019.2021. Properly dated and signed proxies will be so voted unless shareholders specify otherwise.

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PROPOSAL THREE:


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ADVISORY VOTE ON

EXECUTIVE COMPENSATION

Background

The advisory vote on executive compensation is a non-binding vote on the compensation of the Corporation’s Named Executive Officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules promulgated by the SEC, including the

Compensation Discussion and Analysis the Summary Compensation Table and the other related tables and disclosure. The advisory vote on executive compensation is not a vote on the Corporation’s general compensation policies, compensation of the Board, or the Corporation’s compensation policies as they relate to risk management.

The Governance, Compensation and Nominating Committee believes the Corporation’s executive compensation program, including the Incentive Agreement with Mr. Biglari, reflects a pay-for-performance philosophy. The basic idea is to tie compensation with shareholders’ long-term interests. We have chosen an unconventional compensation that we believe achieves an objective consistent with the interests of long-term shareholders. The Compensation Discussion and Analysis section starting on page 11 of this proxy statement provides a more detailed discussion of the Corporation’s executive compensation policies and practices.

Non-Binding Advisory Resolution

We are asking our shareholders to indicate their support for the Company’s executive compensation program as described in this proxy statement. This proposal, commonly known as a “say-on-pay”, gives our shareholders the opportunity to express their views on our Named Executive Officers’ compensation. This advisory vote on executive compensation is not binding on the Board. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we will ask our shareholders to voteFOR the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement is hereby APPROVED.”

Required Vote

If a quorum is present, the affirmative vote of a majority of the Class A common stock present in person or represented by proxy and entitled to vote at the Annual Meeting is required to approve this resolution.

Our Board recommends a vote FOR adoption of the advisory resolution approving the compensation of the Corporation’s Named Executive Officers. Properly dated and signed proxies will be so voted unless shareholders specify otherwise.

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PROPOSAL FOUR:

FREQUENCY OF FUTURE SAY-ON-PAY ADVISORY VOTES

Background

The Corporation is also providing shareholders an advisory vote on the frequency with which the Corporation’s shareholders shall have the advisory vote on executive compensation provided for in Proposal 3 above. For convenience, in this Proposal 4 the shareholders’ advisory vote on executive compensation provided for in Proposal 3 above is referred to as the “say-on-pay vote”.

The advisory vote on the frequency of the say-on-pay vote is a non-binding vote as to how often the say-on-pay vote should occur: every year, every two years, or every three years.  In addition, shareholders may abstain from voting. 

The Board believes that a triennial frequency (i.e., every three years) is the optimal frequency for the say-on-pay vote. Therefore, the Board recommends that you voteFOR a triennial interval for the advisory say-on-pay vote. The Board supports a triennial vote because the Corporation’s executive compensation policies and practices are designed to maximize long-term value. This advisory vote on the frequency of the say-on-pay vote is not binding on the Board.

Non-Binding Advisory Resolution

We are asking our shareholders to vote on the following resolution:

“RESOLVED, that the option of once every one year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which Biglari Holdings Inc. (the “Corporation”) is to hold a shareholder vote to approve the compensation of the Corporation’s Named Executive Officers, as disclosed in the Corporation’s proxy statement for annual meetings of shareholders pursuant to the compensation disclosure rules promulgated by the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure.”

Required Vote

If a quorum is present, the frequency option of every one year, two years or three years that receives the greatest number of votes on this Proposal 4 will be the advisory vote on the frequency for the advisory vote on executive compensation.

Our Board recommends a vote FOR the option of every THREE YEARS for the frequency with which shareholders are provided an advisory vote on the compensation of the Corporation’s Named Executive Officers.  Properly dated and signed proxies will be so voted unless shareholders specify otherwise.  Shareholders are not voting to approve or disapprove the Board’s recommendation.  Shareholders may choose among the choices included in the resolutions set forth above.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation Discussion and Analysis is designed to provide shareholders with a better understanding of our compensation philosophy, core principles, and decision-making process.philosophy. It explains the compensation-related actions taken regarding the executive officers identified in the Summary Compensation Table (the “Named Executive Officers”). Details regarding the compensation we paid to the Named Executive Officers for 20182020 are found in the tables and narrative that follow them.

Executive Summary

Biglari Holdings is not a conventional company. Our compensation system is idiosyncratic to Biglari Holdings. The Company is composed of two distinct components: operating businesses and investments. The Company conducts its operations through its wholly-ownedwholly owned subsidiaries: Steak n Shake Inc., Western Sizzlin Corporation, First Guard Insurance Company, Southern Oil Company, Southern Pioneer Property & Casualty Insurance Company, and Maxim Inc. As CEO of Biglari Holdings, Mr. Biglari oversees the Company’s operating businesses. We have designed a compensation system that ties Mr. Biglari’s incentive compensation is tied to the performance of the operating businesses.

Mr. Biglari does not have a severance agreement, a change-in-control arrangement, or an employment agreement with the Company and has neither been granted nor holds any stock options or restricted stock awards from the Company. The Corporation does not grant any stock options or other awards. The Board believes its unconventional compensation system is a rational one, creating less, not more, enterprise risk. For each of the last three years, Mr. Biglari earned a total compensation of $900,000.

The Company holds its investments mainly by means of limited partner interests in The Lion Fund, L.P. and The Lion Fund II, L.P. (the “investment partnerships”). The investment partnerships are managed by Biglari Capital, a private investment firm founded and owned by Mr. Biglari. As Chairman of Biglari Capital, the general partner of these investment partnerships, he is responsible for their investment activities. The fees paid to the general partner are tied to the performance of the investment partnerships.

Mr. Biglari’s compensation is reviewed annually by the Compensation of Chief Executive Officer

Chief Executive Officer Compensation for Managing the Operating Businesses

In his capacity as CEOCommittee of the Company,Corporation’s Board of Directors. Because Mr. Biglari earnedwishes that his salary remain unchanged, his annual salary has been $900,000 for more than 10 years and Mr. Biglari has advised the Committee that he would not expect or desire such salary to increase in total directthe future.

Factors considered by Mr. Biglari in setting Bruce Lewis’s compensation are typically subjective, such as his perception of Mr. Lewis’s performance and any changes in functional responsibility. Mr. Biglari also sets the compensation for 2018. Mr. Biglari’s salaryeach of the CEOs of Biglari Holdings’ significant operating businesses. He utilizes many different incentive arrangements, with their terms dependent on such elements as the economic potential or capital intensity of the business. The incentives can be large and are always tied to the operating results over which a CEO has not been increased since 2009.

authority. These incentives are never related to measures over which an executive exercises no authority.


Incentive Agreement

Philosophy.

Mr. Biglari did not receive an incentive payment for 2020, 2019, and 2018.

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In designing the Company’s incentive agreement with Mr. Biglari (the “Incentive Agreement”), the Governance, Compensation and Nominating Committee of the Board (the “Committee”) sought to embody the pay-for-performance ethos of the Company. The Company’s singular long-term objective is to maximize its per-share intrinsic value. The Company believes that an increase in intrinsic value will eventually be reflected in its stock price. Therefore, the Committee believes it is most appropriate to determine Mr. Biglari’s compensation for our operating businesses by referencewith respect to a return on equityreturn-on-equity methodology. Adjustments are made to the metric sosuch that Mr. Biglari is compensated solely for the Company’s true economic gains.

Incentive Design.


The Incentive Agreement establishes a performance-based annual incentive payment for Mr. Biglari contingent upon the growth in adjusted equity in each year attributable to our operating businesses.Adjustments are made to changes in shareholders’ equity so the Committee measures only the Company’s economic performance and thus isremains unaffected by non-economic factors.

factors.


In order for Mr. Biglari to receive any incentive, our operating businesses must achieve an annual increase in shareholders’ equity in excess of 6% (the “Hurdle Rate”)(hurdle rate) above the previous highest level (the “High Water Mark”)(high- water mark). Mr. Biglari will receive 25% of any incremental book value created above the High Water Markhigh-water mark plus the Hurdle Rate.hurdle rate. In any year in which book value declines, our operating businesses must completely recover their deficit from the previous High Water Mark,high-water mark, along with attaining the Hurdle Rate,hurdle rate, before Mr. Biglari becomes eligible to receive any further incentive payment.

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The Incentive Agreement was amended on March 26, 2019 to remove the $10,000,000 annual limitation on Mr. Biglari’s incentive compensation and the requirement of Mr. Biglari to use 30% of his incentive payments to purchase shares of the Company, in consideration for the elimination of the change of control and severance provisions contained in the Incentive Agreement and the termination of the License Agreement with Mr. Biglari. The March 26, 2019 amendment is effective in 2019. See “Related Person Transactions”.

2018 Incentive Payout. Mr. Biglari did not receive an incentive payment for 2018.

For 2017, Mr. Biglari received an incentive fee of $7,353,250 primarily attributable to net earnings of $50,071,000. Net earnings included an income tax benefit of $53,545,000 derived from a reduction in deferred tax liability related to the Corporation’s significant unrealized gains on marketable securities.    

Mr. Biglari did not receive an incentive payment for 2016.

Our executive compensation philosophy is intended to reward and promote such long-term growth in per-share intrinsic value for the benefit of all shareholders.

The CEO incentive payment is reviewed by the Committee and its advisors.


Investments in The Lion Fund Investment Partnerships


The Company holds its investments mainly through limited partner interests in the investment partnerships. The general partner of the investment partnerships does not chargecharges Biglari Holdings management fees, only a performance fee; therefore, its fees arefee predicatedsolelyon investment gains, not on assets under management. Income from the investment partnerships is excluded in the calculation of Mr. Biglari’s incentive compensation under the Incentive Agreement. In other words, there is no “double dipping” with fees paid at the partnership level and then at the holding company level. The investments in the investment partnerships are more fully described under “Related Person Transactions”.

Compensation of Controller

The Committee has charged Mr. Biglari with the responsibility of reviewing and determining the compensation of other executive officers, including senior executives of the Company’s major subsidiaries. Factors considered are typically subjective, such as the executive’s performance and any changes in that executive’s functional responsibilities, which were the primary factors used in determining the compensation for the Company’s Controller, Bruce Lewis.

We may also utilize different incentive arrangements, with their terms dependent upon such elements as the economic potential or capital intensity of the business. The incentives could be large and will always be tied to the operating results for which an executive exercises authority.

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Transactions.”


Employment Agreements, Severance, and Change-in-Control Arrangements

Neither Mr. Biglari nor Mr. Lewis has an employment agreement with the Company and neither has been granted or holds any stock options or restricted stock awards from the Company. The Corporation does not grant any stock options or other awards.

Mr. Biglari’s Incentive Agreement has been amended to remove the change-in-control and severance provisions effective 2019. As such, neither Mr. Biglari nor Mr. Lewis has a severance or change-in-control arrangement.


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Summary Compensation Information


The following table discloses the compensation received for the three years ended December 31, 20182020, by the Corporation’s Chief Executive Officer and its Controller.

SUMMARY COMPENSATION TABLE

Name and Principal Position Year Salary Bonus Non-Equity Incentive All Other
Compensation		 Total
Sardar Biglari  2018  $900,000  $—    $—    $—    $900,000 
Chairman / Chief Executive Officer  2017   900,000   —     7,353,250   —     8,253,250 
   2016   900,000   —     —     —     900,000 
                         
Bruce Lewis   2018  $435,000  $460,000  $—    $—    $895,000 
Controller  2017   415,000   440,000   —     —     855,000 
   2016   390,000   420,000   —     —     810,000 

Name and
Principal
Position		YearSalaryBonusNon-Equity IncentiveAll Other
Compensation		Total
Sardar Biglari2020$900,000 $— $— $— $900,000 
Chairman / Chief2019900,000 — — — 900,000 
 Executive Officer2018900,000 — — — 900,000 
Bruce Lewis 
2020$480,000 $500,000 $— $— $980,000 
Controller2019455,000 485,000 — — 940,000 
2018435,000 460,000 — — 895,000 
Narrative Disclosure to Summary Compensation Table

As referenced in the Compensation Discussion and Analysis section, Mr. Biglari, as CEO of the Company, oversees all aspects of itsthe property and casualty insurance, media and licensing, restaurant, insurance and media properties.oil and gas businesses. Fees paid to entities owned by Mr. Biglari in 20182020 are fully described under “Related Person Transactions”.

Transactions.”

Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship ofbetween the annual total compensation of our domestic employees and the annual total compensation of Mr. Biglari, Chairman and Chief Executive Officer.

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The median employee was determined using 20182020 W-2 wages for all U.S. employees, and equivalent taxable compensation for all non-U.S. employees werewas excluded. The median employee determination included all domestic employees who were employed at December 31, 2018.2020. The compensation of the median employee was $10,636.$9,285. Our median employee works part time.part-time. Therefore, the ratio of the Chief Executive Officer’s compensation ($900,000) to that of the median employee (i.e., part time)a part-time employee) was approximately 8597 to 1.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Corporation’s officers and directors, and persons who own more than ten percent of a registered class of the Corporation’s equity securities, to file reports of ownership and changes in ownership with the SEC and the New York Stock Exchange. Officers, directors and greater than ten-percent shareholders are required by SEC regulation to furnish the Corporation with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it, and written representations from certain reporting persons that no Section 16(a) forms were required for those persons, the Corporation believes that during 2018 all filing requirements applicable to its officers, directors and greater than ten-percent shareholders were complied with. 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION


During 2018,2020, the Governance, Compensation and Nominating Committee of the Board consisted of Kenneth R. Cooper, Ruth J. Person, John G. Cardwell, and, until his retirement on June 25, 2020, James P. Mastrian. None of these individuals has at any time been an officer or employee of the Corporation. During 2018,2020, none of our executive officers served as a member of the board of directors or compensation committee of any entity for which a member of our Board or Governance, Compensation and Nominating Committee served as an executive officer.

GOVERNANCE,


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COMPENSATION AND NOMINATING COMMITTEE REPORT

The Governance, Compensation and Nominating Committee of the Board (the “Committee”) is currently composed of the persons identified below. The Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement on pages 11 to 13.10 and 11. Based on the Committee’s review and discussions with management, it recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by the members of the Committee.

Kenneth R. Cooper, Chairman

James P. Mastrian

John G. Cardwell
Ruth J. Person

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AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP 

Security Ownership of Directors and Management

The following table shows the total number of shares of our Class A and Class B common stock beneficially owned as of March 18, 2019April 20, 2021, and the percentage of outstanding shares for (i) each director and nominee, (ii) each Named Executive Officer, and (iii) all directors and executive officers, as a group:

Name Title of Class of Stock Shares Beneficially Owned Percentage of Voting Power of Class A Percentage of Aggregate Economic Interest of Class A and Class B
Sardar Biglari Class A  117,770.9(1)  56.9%  55.2%
  Class B  1,123,313.0(2)        
               
Philip L. Cooley Class A  744.1(3)  *   * 
  Class B  7,474.0(4)        
               
Ruth J. Person Class A  51.1   *   * 
  Class B  511.0         
               
Kenneth R. Cooper Class A  32.1   *   * 
  Class B  321.0         
               
James P. Mastrian Class A  32.0(5)  *   * 
  Class B  336.0(5)        
               
Bruce Lewis Class A  —     —     —   
  Class B  —           
               
Directors and executive Class A  118,630.2   57.3%  55.6%
officers as a group (6 persons) Class B  1,131,955.0         

*Less than 1%
1)Includes 36,571.7 shares owned directly by The Lion Fund, L.P., 72,621.0 shares owned directly by The Lion Fund II, L.P., 8,578.1 shares owned directly by Biglari Capital Corp., and 0.1 share owned directly by Mr. Biglari. Mr. Biglari has the sole power to vote and dispose of the shares beneficially owned by the foregoing. Mr. Biglari disclaims beneficial ownership of the shares that he does not directly own. See also footnote 1 to the table below.
2)Includes 365,726 shares owned directly by The Lion Fund, L.P., 726,218 shares owned directly by The Lion Fund II, L.P., 31,368 shares owned directly by Biglari Capital Corp., and one share owned directly by Mr. Biglari. Mr. Biglari has the sole power to vote and dispose of the shares beneficially owned by the foregoing. Mr. Biglari disclaims beneficial ownership of the shares that he does not directly own.
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group.

NameTitle of Class of StockShares Beneficially OwnedPercentage of Voting Power of Class APercentage of Aggregate Economic Interest of Class A and Class B
Sardar BiglariClass A139,598(1)67.5%63.0%
Class B1,255,830(2)
Philip L. CooleyClass A744(3)**
Class B7,474(4)
Ruth J. PersonClass A51**
Class B511
Kenneth R. CooperClass A32**
Class B321
Edmund B. Campbell, IIIClass A27**
Class B275
John G. CardwellClass A——*
Class B450(5)
Bruce LewisClass A———
Class B—
Directors and executiveClass A140,45267.9%63.4%
officers as a group (7 persons)Class B1,264,861

3)Includes 80.0 shares owned by Dr. Cooley’s spouse. Dr. Cooley disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
4)Includes 814 shares owned by Dr. Cooley’s spouse. Dr. Cooley disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
5)Shares owned by Mr. Mastrian’s spouse individually or through the Nancy A. Mastrian Trust dated September 30, 1997. Mr. Mastrian disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

* Less than 1%
 1)    Includes 36,571.7 shares owned directly by The Lion Fund, L.P., 77,363 shares owned directly by The Lion Fund II, L.P., 25,663.1 shares owned directly by Biglari Capital Corp., and 0.1 share owned directly by Mr. Biglari. Mr. Biglari has the sole power to vote and dispose of the shares beneficially owned by the foregoing. Mr. Biglari disclaims beneficial ownership of the shares that he does not directly own. See also footnote 1 to the table below.
2)    Includes 365,726 shares owned directly by The Lion Fund, L.P., 818,248 shares owned directly by The Lion Fund II, L.P., 71,855 shares owned directly by Biglari Capital Corp., and one share owned directly by Mr. Biglari. Mr. Biglari has the sole power to vote and dispose of the shares beneficially owned by the foregoing. The Class B common stock is non-voting. Mr. Biglari disclaims beneficial ownership of the shares that he does not directly own.
3)    Includes 80.0 shares owned by Dr. Cooley’s spouse. Dr. Cooley disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
4)    Includes 814 shares owned by Dr. Cooley’s spouse. Dr. Cooley disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
5)    Shares owned by the John G and Beverly A Cardwell Family Living Trust of 2007, of which John G. Cardwell is a Trustee. Mr. Cardwell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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Security Ownership of 5% Beneficial Owners

The following table shows as of March 18, 2019April 20, 2021, the number and percentage of outstanding shares of our Class A common stock beneficially owned by each person or entity known to be the beneficial owner of more than 5% of our Class A common stock:

stock, which is our only class of voting stock.

Name & Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class

Biglari Capital Corp.
17802 IH 10 West, Suite 400

San Antonio, TX 78257

117,770.8(1)56.9%
139,598(1)
67.5%

GAMCO Investors, Inc.

One Corporate Center

Rye, NY 10580-1435

19,601.0(2)9.5%

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355

10,672.0(3)5.2%
1)This information was obtained from a Schedule 13D/A filed with the SEC on June 22, 2018 by The Lion Fund, L.P., The Lion Fund II, L.P., Biglari Capital and Sardar Biglari, and the most recent Form 4 filed with the SEC by certain of the foregoing persons. In aggregate, 36,571.7 shares are directly owned by The Lion Fund, L.P., 72,621.0 shares are directly owned by The Lion Fund II, L.P., and 8,578.1 shares are owned directly by Biglari Capital. Each of Biglari Capital, as the general partner of The Lion Fund, L.P. and The Lion Fund II, L.P., and Sardar Biglari, as Chairman and Chief Executive Officer of Biglari Capital, has the sole power to vote and dispose of the shares owned by The Lion Fund, L.P. and The Lion Fund II, L.P., and Sardar Biglari has sole power to vote and dispose of the shares owned by Biglari Capital. Each of Biglari Capital and Mr. Biglari disclaims beneficial ownership of the shares that he or it does not directly own.
2)
22,028 (2)
This information was obtained from a Schedule 13D/A filed with the SEC on March 4, 2019. GAMCO Asset Management Inc. reported that it has sole voting power with respect to 13,573 shares of Class A common stock and sole dispositive power with respect to 14,563 shares of Class A common stock. Gabelli Funds, LLC reported that it has sole voting and dispositive power with respect to 2,950 shares of Class A common stock. Teton Advisors, Inc. reported that it has sole voting and dispositive power with respect to 2,033 shares of Class A common stock. MJG Associates, Inc. reported that it has sole voting and dispositive power with respect to 55 shares of Class A common stock.
1610.6%


3)This information was obtained from a Schedule 13G filed with the SEC on February 11, 2019. The Vanguard Group reported that it has sole voting power with respect to 99 shares of Class A common stock, sole dispositive power with respect to 10,573 shares of Class A common stock and shared dispositive power with respect to 99 shares of Class A common stock.

1)This information was obtained from a Form 4 filed with the SEC on March 15, 2021, by Sardar Biglari. In aggregate, 36,571.7 shares are owned directly by The Lion Fund, L.P., 77,363 shares are owned directly by The Lion Fund II, L.P., and 25,663.1 shares are owned directly by Biglari Capital. Each of Biglari Capital, as the general partner of The Lion Fund, L.P. and The Lion Fund II, L.P., and Sardar Biglari, as Chairman and Chief Executive Officer of Biglari Capital, has the sole power to vote and dispose of the shares owned by The Lion Fund, L.P. and The Lion Fund II, L.P., and Sardar Biglari has sole power to vote and dispose of the shares owned by Biglari Capital. Each of Biglari Capital and Mr. Biglari disclaims beneficial ownership of the shares that he or it does not directly own.

2)This information was obtained from a Schedule 13D/A filed with the SEC on December 9, 2020.  GAMCO Asset Management Inc. reported that it has sole voting power with respect to 19,273 shares of Class A common stock and sole dispositive power with respect to 20,273 shares of Class A common stock.  Gabelli Funds, LLC reported that it has sole voting and dispositive power with respect to 1,675 shares of Class A common stock.  Gabelli Foundation, Inc. reported that it has sole voting and dispositive power with respect to 80 shares of Class A common stock.

RELATED PERSON TRANSACTIONS

Policy Regarding Related Person Transactions

The Governance, Compensation and Nominating Committee (the “Committee”) reviews each related person transaction (as defined below) and determines whether it will approve or ratify that transaction based on whether the transaction is in the best interests of the Company and its shareholders. Any Board member who has any interest (actual or perceived) will not be involved in the consideration.

A “related person transaction” is any transaction, arrangement or relationship in which we are a participant, the related person (defined below) had, has, or will have a direct or indirect material interest, and the aggregate amount involved is expected to exceed $120,000 in any calendar year. “Related person” includes (a) any person who is or was (at any time during the last fiscal year) an officer, director, or nominee for election as a director; (b) any person or group who is a beneficial owner of more than 5% of our voting securities; (c) any immediate family member of a person described in provisions (a) or (b) of this sentence; or (d) any entity in which any of the foregoing persons is employed, is a partner, or has a greater than 5% beneficial ownership interest.


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In determining whether a related person transaction will be approved or ratified, the Committee may consider factors such as (a) the extent of the related person’s interest in the transaction; (b) the availability of other sources of comparable products or services; (c) whether the terms are competitive with terms generally available in similar transactions with persons that are not related persons; (d) the benefit to us; and (e) the aggregate value of the transaction.


Related Person Transactions

Investments in the


Investment Partnerships


Since the year 2000, Mr. Biglari has served as Chairman of Biglari Capital, general partner of the investment partnerships. Biglari Capital is solely owned by Mr. Biglari.


Biglari Capital, in its capacity as general partner, receives an annual incentive reallocation for the Company’s investments in the investment partnerships equal to 25% of the net profits allocated to the limited partners of the investment partnerships in excess of their applicableabove a hurdle rate of 6% subject to aover the previous high-water mark.Unlike the typical arrangement in the industry, Biglari Capital does not receive any fees based on assets under management; its fees are predicated solely on investment gains.

Mr. High-water marks are tracked individually for each partner and for each partner contribution. Biglari statedHoldings and its subsidiaries have made investments into the partnerships over time with each investment separately tracked. The capital contributions made in his 2015 letter to shareholders: “Our incentive system differs from that of most investment managers, whose compensation is tied to the level of assets under management. Regardless of whether an investor makes or loses money, the investment manager is guaranteed significant income. A typical manager’s incentive is to earn2020 earned a return onhiscapital, rather than a return on hisinvestors’capital. In addition, a hedge fund manager may charge both a large management fee, 2% of assets, plus a significant contingent payment, 20% of profits — and usually absent a minimum hurdle rate.” The Committee agrees with this view and believes that the incentive reallocation under the termsprofit in excess of the investment partnership agreements is favorable.

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hurdle rate, resulting in an incentive fee of $986,561. An incentive reallocation to Biglari Capital is determined as of December 31 of each year. NoThere were no incentive reallocation was earned in 2018 and 2017. Based on Biglari Holdings’ $281 million of earnings from the investment partnerships for 2016, the incentive reallocationreallocations from Biglari Holdings to Biglari Capital from 2017 through 2019.


As of December 31, 2020, the fair value of the Company’s investments in the partnerships was $31.6 million.

Services$590,926,016.


Service Agreement


During 2017, the Company entered into a servicesservice agreement with Biglari Enterprises LLC and Biglari Capital (collectively, the “Biglari Entities”) under which the Biglari Entities provide certain business and administrative related services to the Company. The Biglari Entities are owned by Mr. Biglari. The servicesservice agreement has a five-year term, effective on October 1, 2017. The fixed fee isof $700,000 per month for the first year with adjustments in years two through five.can be adjusted annually. The monthly fee remained at $700,000 during 2020. The Company paid Biglari Enterprises $8,400,000 in service fees during 2018. The monthly fee will remain at $700,000 during2020 and 2019. The servicesservice agreement does not alter the hurdle rate connected with the incentive reallocation paid to Biglari Capital by the Company.

License Agreement

During 2013, the Company entered into a Trademark License Agreement (the “License Agreement”) with The Biglari Entities are owned by Mr. Biglari. The license underBoard reviews the License Agreement was provided on a royalty-free basis incosts against the absencebenefits of specified extraordinary events. The Companythe service agreement and its subsidiaries paid no royalties to Mr. Biglari under the License Agreement since its inception. The License Agreement has been terminatedis pleased by the CompanyCompany's total general and administrative expenses since the service agreement went into effect in exchange for removing the annual $10,000,000 limitation under Mr. Biglari’s Incentive Agreement with the Company. The removal of the $10,000,000 cap is effective 2019.

2017.


Services Provided by Family Members of Mr. Biglari


Shawn Biglari, Sardar Biglari’s brother, is employed in business development for Steak n Shake. Shawn Biglari received $232,023$237,156 in compensation from the Company during 2018.2020. Ken Biglari, Sardar Biglari’s father, is a consultant to Steak n Shake. Ken Biglari received $160,000 in consulting fees from the Company during 2018.

2020.

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Except as set forth above, there are no transactions that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the ExchangeSecurities Act.

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INDEPENDENT PUBLIC ACCOUNTANTS

Deloitte & Touche LLP has advised us that they have billed or will bill usof the following amounts for services for 20182020 and 2017.

 

Type of Fee

 

 

2018

 

 

2017

Audit Fees(1) $815,413  $779,000 
Audit-Related Fees(2)  106,175   109,500 
Tax Fees(3)  —     21,465 
All Other Fees(4)  —     —   
Total Fees $921,588  $909,965 
(1)Audit fees include fees for services performed for the audit of our annual financial statements including services related to Section 404 of the Sarbanes-Oxley Act and review of financial statements included in our Form 10-Q filings, Form 10-K filing, registration statements, comment letters and services that are normally provided in connection with statutory or regulatory filings or engagements. Billings not finalized at time of filing are included in the year paid.
(2)Audit-Related Fees include fees for assurance and related services performed that are reasonably related to the performance of the audit or review of our financial statements. This includes services provided to audit Steak n Shake’s 401(k) Plan.
(3)Deloitte & Touche LLP provided tax consulting services for a transaction during 2017.
(4)Deloitte & Touche LLP did not provide any “other services” during the periods.

2019.

Type of Fee20202019
Audit Fees(1)
$1,056,000 $860,350 
Audit-Related Fees(2)
132,500 57,500 
Tax Fees(3)
— 6,471 
All Other Fees(4)    
— — 
Total Fees$1,188,500 $924,321 
(1)    Audit fees include fees for services performed for the audit of our annual financial statements, including services related to Section 404 of the Sarbanes-Oxley Act and review of financial statements included in our Form 10-Q filings, Form 10-K filing, registration statements, comment letters, and services that are normally provided in connection with statutory or regulatory filings or engagements. Billings not finalized at time of filing are included in the year paid.
(2)    Audit-Related Fees include fees for assurance and related services performed that are reasonably related to the performance of the audit or review of our financial statements. This includes services provided to audit Steak n Shake’s 401(k) Plan.
(3)    Deloitte & Touche LLP provided tax consulting services for a transaction during 2019.
(4)    Deloitte & Touche LLP did not provide any “other services” during the periods.
The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditor and management are required to report periodically to the Audit Committee regarding the extent of services provided by the independent auditor in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. In each of 20182020 and 2017,2019, the Audit Committee pre-approved the services reported above.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed the consolidated financial statements of the Corporation and its subsidiaries set forth in Item 8 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 20182020, with management of the Corporation and Deloitte & Touche LLP, independent public accountants for the Corporation.


The Audit Committee has discussed with Deloitte & Touche LLP the matters required by accounting principles generally accepted in the United States of America, and standards of the PCAOB,Public Company Accounting Oversight Board, including those described in Auditing Standard No. 1301, “Communications with Audit Committees.” In addition, the Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by the applicable PCAOBPublic Company Accounting Oversight Board requirements for independent accountant communications with audit committees with respect to auditor independence and has discussed with Deloitte & Touche LLP its independence from the Corporation.

Based on the review and discussions with management of the Corporation and Deloitte & Touche LLP referred to above, the Audit Committee recommended to the Board that the Corporation include the consolidated financial statements of the Corporation and subsidiaries for the year ended December 31, 20182020, in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018.

2020.

It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Corporation’s financial statements are complete and accurate and in accordance with generally accepted accounting principles; that is the responsibility of management and the Corporation’s independent public accountants. In giving its recommendation to the Board, the Audit Committee has relied on (i) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles and (ii) the reports of the Corporation’s independent public accountants with respect to such financial statements.

Submitted by the members of the Audit Committee of the Board.

Kenneth R. Cooper, Chairman

James P. Mastrian

Ruth J. Person

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John G. Cardwell



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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of invoking these safe harbor provisions. You can identify these statements from our use of the words “plan,” “forecast,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “is likely,” “will,” and similar expressions. These forward-looking statements may include, among other things:

·statements and assumptions relating to financial performance;
·statements relating to the anticipated effects on results of operations or financial condition of recent or future developments or events;
·statements relating to our capital raising activities, business and growth strategies; and
·any other statements, projections or assumptions that are not historical facts.


•statements and assumptions relating to financial performance;
•statements relating to the anticipated effects on results of operations or the financial conditions of recent or future developments or events;
•statements relating to our capital-raising activities, business, and growth strategies; and
•any other statements, projections, or assumptions that are not historical facts.
Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that could cause our actual results, performance, or achievements to differ materially from our expectations of future results, performance, or achievements expressed or implied by these forward-looking statements. In addition, our past results of operations do not necessarily indicate our future results. We discuss these and other uncertainties in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2018,2020, as may be updated in our Quarterly Reports on Form 10-Q filed with the SEC. We undertake no obligation to update publicly any of these statements in light of future events, except as required by law.

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ANNUAL REPORT

A copy of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018,2020, as required to be filed with the SEC, excluding exhibits, will be mailed to shareholders without charge upon written request to the Secretary of the Corporation at 17802 IH 10 West, Suite 400, San Antonio, Texas 78257. Such request must set forth a good-faith representation that the requesting party was either a holder of record or a beneficial owner of the common stock of the Corporation on the record date for the Annual Meeting. Exhibits to the Form 10-K will be mailed upon similar request and payment of specified fees. The Corporation’s Form 10-K is also available through the SEC’s website (www.sec.gov)(www.sec.gov).


PROPOSALS BY SHAREHOLDERS


Any shareholder proposal intended to be considered for inclusion in the proxy statement for presentation at the 20202022 Annual Meeting must be received by the Corporation by December 3, 2019.24, 2021. The proposal must be in accordance with the provisions of Rule 14a-8 promulgated by the SEC under the Exchange Act.

In addition, the Company’s Amended and Restated By-laws contain an advance notice provision requiring that, if a shareholder wants to present a proposal (including a nomination) at an annual meeting of shareholders, the shareholder must give timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 90 days nor more than120 days prior to the one-year anniversary of the preceding year’s annual meeting. Accordingly, for our 20202022 annual meeting of shareholders, notice of a proposal (including a nomination) must be delivered to us no earlier than DecemberJanuary 27, 20192022, and no later than JanuaryFebruary 26, 2020.2022. If the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered, or mailed and received, not later than the 90th day prior to such annual meeting or, if later, the 10th day following the day on which public disclosure of the date of such annual meeting was first made.

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OTHER MATTERS


As of the date of this proxy statement, our Board does not know of any matter that will be presented for consideration at the Annual Meeting other than as described in this proxy statement. As to other business that may properly come before the Annual Meeting, it is intended that proxies properly executed and returned will be voted in respect thereof at the discretion of the person voting the proxies in accordance with his best judgment.

By order of the Board,
Sardar Biglari
Chairman and Chief Executive Officer

By order of the Board of Directors


SARDAR BIGLARI, Chairman
San Antonio, Texas

March

April 29, 2019

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2021

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