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, 2021
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.) |
121 West Election Road, Suite 100, Draper, Utah |
| 84020 |
(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 ☐
-1-
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. [ ]
-2-
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 25, 2021, in Draper, Utah. As of April 30, 2021, the record date, there were issued and outstanding 16,667,398 votable shares of Class A common stock and 2,574,800 votable shares of Class C common stock for a total of 19,242,198 votable shares of the Company’s common stock outstanding. A majority of the outstanding shares of Class A and Class C common stock (or 9,660,497 shares) constituted a quorum for the transaction of business at the Annual Meeting. A total of 15,482,960 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, 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, 2021.
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 | 10,608,995 | 301,663 |
John L Cook | Class A | 10,324,769 | 585,889 |
Jason G. Overbaugh | Class A | 10,447,098 | 463,560 |
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 |
|
|
|
|
Gilbert A. Fuller | Class A | 10,324,507 | 586,151 |
| Class C | 25,465,340 | - |
| Total | 35,789,847 | 586,151 |
|
|
|
|
Robert G. Hunter, M.D. | Class A | 10,292,068 | 618,590 |
| Class C | 25,465,340 | - |
| Total | 35,757,408 | 618,590 |
|
|
|
|
Ludmya B. Love | Class A | 10,708,336 | 202,322 |
| Class C | 25,465,340 | - |
| Total | 36,173,676 | 202,322 |
-3-
|
|
|
|
Shital A. Mehta | Class A | 10,703,331 | 207,237 |
| Class C | 25,465,340 | - |
| Total | 36,168,671 | 207,237 |
|
|
|
|
H. Craig Moody | Class A | 10,126,356 | 784,302 |
| Class C | 25,465,340 | - |
| Total | 35,591,696 | 784,302 |
Name |
Class |
Votes For |
Votes Withheld |
|
|
|
|
S. Andrew Quist | Class A Class C Total | 10,443,941 25,465,340 35,909,281 | 466,717 - 466,717
|
Adam G. Quist | Class A Class C Total | 10,446,065 25,465,340 35,911,405 | 464,593 - 464,593 |
3. To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers.
Class | Votes For | Votes Against | Votes Abstaining |
|
|
|
|
Class A | 10,542,374 | 268,230 | 100,054 |
Class C | 25,465,340 | - _ | - |
Total | 36,007,714 | 268,230 | 100,054 |
4.To ratify the appointment of Deloitte & Touche as the Company’s independent registered public accountants for the year ended December 31, 2021.
Class | Votes For | Votes Against | Votes Abstaining |
|
|
|
|
Class A | 12,794,004 | 14,528 | 127,894 |
Class C | 25,465,340 | - | - |
Total | 38,259,344 | 14,528 | 127,894
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| SECURITY NATIONAL FINANCIAL CORPORATION |
|
| (Registrant) |
|
|
|
|
|
|
Date: June 28, 2021 |
|
|
|
| Scott M. Quist, Chairman, President |
|
| and Chief Executive Officer |
-4-
