Current Report Filing (8-k)
April 28 2017 - 4:26PM
Edgar (US Regulatory)
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):
April 27, 2017
BIGLARI HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
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INDIANA
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0-8445
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37-0684070
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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17802 IH
10 West, Suite 400
San Antonio, Texas
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78257
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code:
(210) 344-3400
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(Former Name or Former Address, If Changed Since Last Report)
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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))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On April 27, 2017,
Biglari Holdings Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”). The total
number of shares of the Company’s common stock voted in person or by proxy at the Meeting was 2,002,758, representing approximately
96.86% of the 2,067,613 shares outstanding and entitled to vote at the Meeting. The matters voted on by shareholders and the number
of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, with respect to each matter
is set forth below.
Proposal 1.
To
elect the nominees listed below as directors of the Company:
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FOR
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WITHHOLD
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Sardar Biglari
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1,362,756
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486,735
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Philip L. Cooley
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1,388,300
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461,191
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Kenneth R. Cooper
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1,157,884
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691,607
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James P. Mastrian
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1,256,515
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592,976
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Ruth J. Person
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1,158,331
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691,160
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There were 153,267
broker non-votes with respect to the election of directors.
Proposal 2.
To
ratify the selection by the Audit Committee of the Board of Directors of the Company of Deloitte & Touche LLP as the Company’s
independent registered public accounting firm for 2017:
1,987,231
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6,102
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8,804
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For
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Against
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Abstentions
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Proposal 3.
To
vote on a non-binding advisory resolution to approve the compensation of the Company’s Named Executive Officers, as described
in the Company’s proxy statement with respect to the Meeting:
1,327,356
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510,667
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10,847
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153,267
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For
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Against
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Abstentions
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Non-votes
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Proposal
4.
To vote on a non-binding advisory resolution to determine the frequency (whether annual, biennial or triennial) with which
shareholders of the Company shall be entitled to have an advisory vote on executive compensation, as described in the Company’s
proxy statement with respect to the Meeting:
1,246,648
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3,663
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589,987
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8,572
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3 Years
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2 Years
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1 Year
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Abstentions
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Proposal 5.
To
consider and act upon The Humane Society of the United States’ shareholder proposal, as described in the Company’s
proxy statement with respect to the Meeting:
492,334
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1,346,688
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9,848
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153,267
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For
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Against
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Abstentions
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Non-votes
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Item 7.01.
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Regulation FD Disclosure.
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At the Meeting,
the Company advised that its board of directors was considering a number of potential transactions, including the implementation
of a dual class structure, the termination of the license agreement between Mr. Biglari and the Company, and the elimination of
the limitation on Mr. Biglari’s incentive compensation relating to the Company’s operating businesses. There can be
no assurance as to the specific terms and conditions of any such transactions or the timing or likelihood of completion of any
such transactions.
The information
in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information
in this Item 7.01 shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange
Act, regardless of any incorporation by reference language in any such filing, unless the Company expressly sets forth in such
future filing that such information is to be considered “filed” or incorporated by reference therein.
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
April 28, 2017
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BIGLARI HOLDINGS INC.
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By:
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/s/ Bruce Lewis
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Name:
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Bruce Lewis
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Title:
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Controller
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