8-K 1 security.htm 8K
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of Earliest Event Reported): June 29, 2017


SECURITY NATIONAL FINANCIAL CORPORATION
(Exact name of registrant as specified in this Charter)


Utah
000-09341
 87-0345941
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
     
     
     
5300 South 360 West, Salt Lake City, Utah
84123
  
(Address of principal executive offices)
(Zip Code)
  

Registrant's Telephone Number, Including Area Code:  (801) 264-1060

 
 Does Not Apply 
(Former name or former address, if changed since last report)
Item 5.07.   Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders (the "Annual Meeting") of Security National Financial Corporation (the "Company") was held on June 29, 2017, in Salt Lake City, Utah. As of the record date, there were issued and outstanding 13,194,208 shares of Class A common stock and 2,005,026 shares of Class C common stock, such Class C shares representing a weighted voting total of 20,050,260 Class C common shares, for a combined voting total of 33,244,468 Class A and Class C common shares. At the Annual Meeting there was present or represented by proxy a total of 7,985,091 Class A common shares (or approximately 61% of the outstanding Class A shares) and 1,976,210 Class C common shares (or approximately 99% of the outstanding Class C shares), such Class C shares representing a weighted voting total of 19,762,100 Class C common shares for a combined voting total of 27,747,191 Class A and Class C common shares (approximately 83% of the outstanding Class A and Class C shares). Accordingly, under Article IX of the Company's Articles of Incorporation and the Utah Revised Business Corporation Act, the combined voting total of Class A and Class C common shares was a majority of the outstanding voting total of shares of Class A and Class C common stock and constituted a quorum for the Annual Meeting.

At the Annual Meeting, the Company's stockholders (i) approved the election of Scott M. Quist, John L. Cook, S. Andrew Quist, Gilbert A. Fuller, Robert G. Hunter, M.D., H. Craig Moody, Jason G. Overbaugh and Norman G. Wilbur as directors of the Company; (ii) approved, on an advisory basis, the compensation of the Company's named executive officers; and (iii) approved the amendment to the Company's 2013 Stock Option Plan to authorize an additional 500,000 shares of Class A Common Stock to be available for the issuance under plan, of which up to 250,000 shares of Class C common stock may be issued in place of up to 250,000 shares of Class A common stock.

The results of the voting at the Annual Meeting on the matters submitted to the stockholders are set forth below. It should be noted that at the Company's Annual Stockholders Meeting held on July 2, 2014, the stockholders approved a resolution providing for a 1-for-10 reverse stock split of the Company's Class C common stock and for weighted voting of the Class C common stock. As a result, each share of Class C common stock has weighted voting of ten votes per share and may be converted into one share of Class A common stock. The voting results at the Annual Meeting set forth below reflect the weighted voting for the Class C common shares.

                 1.                To elect three directors to be voted upon by Class A common stockholders voting separately as a class to serve until the 2018 Annual Meeting and until their successors are duly elected and qualified.
 
Name
Class
Votes For
Votes Withheld
       
Scott M. Quist
Class A
7,718,248
266,843
John L. Cook
Class A
7,710,185
274,906
S. Andrew Quist
Class A
7,690,618
294,473

2.  To elect the remaining five directors to be voted upon by Class A and Class C common stockholders together to serve until the 2018 Annual Meeting and until their successors are duly elected and qualified.

Name
Class
Votes For
Votes Withheld
       
Gilbert A. Fuller
Class A
  7,708,482
276,609
 
Class C
19,744,310
  17,790
 
   Total
27,452,792
294,399
       
Robert G. Hunter, M.D.
Class A
  7,691,732
293,359
 
Class C
19,744,310
  17,790
 
   Total
27,436,042
311,149
       
H. Craig Moody
Class A
  7,708,482
276,609
 
Class C
19,744,310
  17,790
 
   Total
27,452,792
294,399
       
Jason G. Overbaugh
Class A
  7,690,647
294,444
 
Class C
19,762,100
   -         
 
   Total
27,452,747
294,444
       
Norman G. Wilbur
Class A
  6,433,882
1,551,209
 
Class C
19,762,100
   -            
 
   Total
26,195,982
1,551,209

3. To approve, on an advisory basis, the compensation of the Company's named executive officers.

Class
Votes For
Votes Against
Votes Abstaining
       
Class A
  7,696,171
284,298
  4,622
Class C
19,762,100
   -         
  -        
   Total
27,458,271
284,298
  4,622

4. To approve the amendment to the Company's 2013 Stock Option Plan to authorize an additional 500,000 shares of Class A common stock to be available for issuance under the plan, of which up to 250,000 shares of Class C common stock may be issued in place of up to 250,000 shares of Class A common stock.

Class
Votes For
Votes Against
Votes Abstaining
       
Class A
  7,447,139
535,926
  2,026
Class C
19,762,100
    -   
   -       
   Total
27,209,239
535,926
  2,026

Because the Company recently engaged Deloitte & Touche LLP as the Company's new independent registered public accounting firm, the matter of the appointment of the Company's previous accounting firm was removed from the agenda. At next year's Annual Stockholders' Meeting, stockholders will consider and vote on the ratification of the appointment of the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
SECURITY NATIONAL FINANCIAL CORPORATION
 
(Registrant)
   
   
Date: July 6, 2017
/s/ Scott M. Quist 
 
Scott M. Quist, Chairman, President
 
and Chief Executive Officer