Item 5.07.
Submission of Matters is a Vote of Security Holders
The Annual Meeting of Stockholders (the “Annual Meeting”) of Security National Financial Corporation (the “Company”) was held on June 28, 2019, in Salt Lake City, Utah. As of the
record date, there were issued and outstanding 15,082,953 shares of Class A common stock and 2,190,361 shares of Class C common stock, such Class C shares representing a weighted voting total of 21,903,610 Class C common shares, for a combined voting
total of 36,986,563 Class A and Class C common shares. At the Annual Meeting there was present or represented by proxy a total of 8,758,409 Class A common shares (or approximately 58% of the outstanding Class A shares) and 2,158,839 Class C common
shares (or approximately 99% of the outstanding Class C shares), such Class C shares representing a weighted voting total of 21,588,390 Class C common shares for a combined voting total of 30,346,799 Class A and Class C common shares (approximately
82% 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, Gilbert A. Fuller, Norman G. Wilbur, John L. Cook, Robert G. Hunter, M.D., H. Craig
Moody, Jason G. Overbaugh, and S. Andrew 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, 2019.
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 2019 Annual Meeting and until their successors are duly elected and qualified.
Name
|
Class
|
|
Votes
For
|
|
|
Votes
Withheld
|
|
|
|
|
|
|
|
|
|
Scott M. Quist
|
Class A
|
|
|
8,401,271
|
|
|
|
357,138
|
|
Gilbert A. Fuller
|
Class A
|
|
|
7,592,439
|
|
|
|
1,165,970
|
|
Norman G. Wilbur
|
Class A
|
|
|
7,474,754
|
|
|
|
1,283,655
|
|
2.
To elect the remaining five directors to be voted upon by Class A and Class C common stockholders together
to serve until the 2019 Annual Meeting and until their successors are duly elected and qualified.
Name
|
Class
|
|
Votes
For
|
|
|
Votes
Withheld
|
|
|
|
|
|
|
|
|
|
John L. Cook
|
Class A
|
|
|
7,573,151
|
|
|
|
1,185,258
|
|
|
Class C
|
|
|
21,588,390
|
|
|
|
-
|
|
|
Total
|
|
|
29,161,541
|
|
|
|
1,185,258
|
|
|
|
|
|
|
|
|
|
|
|
Robert G. Hunter, M.D.
|
Class A
|
|
|
7,563,511
|
|
|
|
1,194,898
|
|
|
Class C
|
|
|
21,588,390
|
|
|
|
-
|
|
|
Total
|
|
|
29,151,901
|
|
|
|
1,194,898
|
|
|
|
|
|
|
|
|
|
|
|
H. Craig Moody
|
Class A
|
|
|
8,272,032
|
|
|
|
486,377
|
|
|
Class C
|
|
|
21,588,390
|
|
|
|
-
|
|
|
Total
|
|
|
29,860,422
|
|
|
|
486,377
|
|
|
|
|
|
|
|
|
|
|
|
Jason G. Overbaugh
|
Class A
|
|
|
8,373,864
|
|
|
|
384,545
|
|
|
Class C
|
|
|
21,588,390
|
|
|
|
-
|
|
|
Total
|
|
|
29,962,254
|
|
|
|
384,545
|
|
|
|
|
|
|
|
|
|
|
|
S. Andrew Quist
|
Class A
|
|
|
8,375,900
|
|
|
|
382,509
|
|
|
Class C
|
|
|
21,588,390
|
|
|
|
-
|
|
|
Total
|
|
|
29,964,290
|
|
|
|
382,509
|
|
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
|
|
|
7,514,214
|
|
|
|
1,237,207
|
|
|
|
6,988
|
|
Class C
|
|
|
21,588,390
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
29,102,604
|
|
|
|
1,237,207
|
|
|
|
6,988
|
|
4.
To ratify the appointment of Deloitte & Touche as the Company’s independent registered public
accountants for the year ended December 31, 2019.
Class
|
|
Votes
For
|
|
|
Votes
Against
|
|
|
Votes
Abstaining
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
11,545,004
|
|
|
|
48,048
|
|
|
|
-
|
|
Class C
|
|
|
21,588,390
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
33,133,394
|
|
|
|
48,048
|
|
|
|
-
|
|