UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities
Exchange Act of 1934
(Amendment No.)
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Proxy Statement
☐ Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
☒ Definitive
Proxy Statement
☐ Definitive
Additional Materials
☐ Soliciting
Material Under Rule 14a-12
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BIGLARI HOLDINGS INC. |
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(Name of Registrant as Specified in Its Charter) |
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N/A |
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(Name of Persons(s) Filing Proxy Statement, if Other Than the
Registrant) |
Payment of Filing Fee (Check the appropriate box):
☒ No
fee required.
☐ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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Filed:
BIGLARI
HOLDINGS INC.
19100 Ridgewood Parkway, Suite 1200
SAN ANTONIO, TEXAS 78259
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 26, 2022
To 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 Majestic
Theatre, 224 East Houston Street, San Antonio, Texas 78205, on May
26, 2022, at 1:00 p.m. Central Daylight Time, for the following
purposes:
1.To
elect 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
2022.
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
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 28, 2022, 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 by telephone or by internet 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 of Directors
SARDAR BIGLARI,
Chairman
San Antonio, Texas
April 13, 2022
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If you are a shareholder and plan to attend the meeting, you must
present an admission ticket, which can be obtained by registering
in advance of the meeting at proxyvote.com/register. Shareholders
may bring up to two guests; however, each guest must also be
registered by the shareholder at proxyvote.com/register.
Shareholders and their guests must present their admission ticket
for admittance to the meeting at the Majestic Theatre. Seating will
begin at 11:45 a.m. Cameras, recording devices, and other
electronic devices will not be permitted at the
meeting. |
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BIGLARI
HOLDINGS INC.
19100 Ridgewood Parkway, Suite 1200
SAN ANTONIO, TEXAS 78259
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 26, 2022
This proxy statement is furnished in connection with the
solicitation by the Board of Directors (the “Board”) of Biglari
Holdings Inc. (hereinafter “we,” “our,” “Biglari Holdings,”
“Corporation,” or “Company”) of proxies in the accompanying form
for the Annual Meeting of Shareholders, to be held at the Majestic
Theatre, 224 East Houston Street, San Antonio, Texas 78205, on May
26, 2022, at 1:00 p.m. Central Daylight Time, or 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 15, 2022. 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 28, 2022, 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
28, 2022, 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 shareholders
of Class A common stock holding, in the aggregate, a majority of
the voting power of the Corporation’s Class A common stock and
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 holders of Class A common
stock present, in person or by proxy, is required to approve
Proposal 2, ratification of the appointment of Deloitte &
Touche LLP as our independent registered public accounting firm for
2022, and Proposal 3, an advisory vote on executive
compensation.
Shareholders may vote “FOR” or “WITHHOLD” a vote for the election
of directors; and “FOR,” “AGAINST,” or “ABSTAIN” with respect to
each other proposal submitted to shareholders at the Annual
Meeting. 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 and are the equivalent of an “against” vote on Proposals
2 and 3. 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 2022 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
Proposal 3. 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 proxies sent
in by other shareholders.
If you are a shareholder and plan to attend the meeting, you must
present an admission ticket, which can be obtained by registering
in advance of the meeting at proxyvote.com/register. Shareholders
may bring up to two guests; however, each guest must also be
registered by the shareholder at proxyvote.com/register.
Shareholders and their guests must each present an admission ticket
for admittance to the meeting. If you do not have an admission
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 MAY 26, 2022.
The Proxy Statement for the Annual Meeting of Shareholders, to be
held on May 26, 2022, and the Corporation’s 2021 Annual Report to
Shareholders are available at biglariholdings.com and
proxyvote.com.
PROPOSAL ONE:
ELECTION OF DIRECTORS
Director Nominees
At the Annual Meeting, a Board consisting of six members will be
elected until the next annual meeting. The members of the Board
have nominated for election as 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. Certain information with respect to nominees for election
as directors follows:
SARDAR BIGLARI,
age 44, has been Chairman 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 an entrepreneur with
managerial and investing experience in a broad range of
businesses.
PHILIP L. COOLEY,
age 78, has been a director of the Corporation since 2008 and Vice
Chairman of the Board of Directors since 2009. Between 1985 and
2012, he was the Prassel Distinguished Professor of Business at
Trinity University, San Antonio, Texas. He has also served as an
advisory director of Biglari Capital since 2000. Mr. Cooley has
broad business and investment experience.
RUTH J. PERSON,
age 76, has been a director of the predecessor corporation since
2002. Between 2008 and 2014, she was Chancellor, University of
Michigan-Flint, and Professor of Management from 2008 to the
present. Ms. Person has years of experience in leadership and board
positions at various institutions.
KENNETH R. COOPER,
age 77, has been a director of the Corporation since October 2010.
He has been an attorney in the private law practice of the Kenneth
R. Cooper Law Office since 1974. Mr. Cooper has experience in real
estate and business matters.
JOHN G. CARDWELL,
age 76, has been a director of the Corporation since October 2019.
Between 1986 and 2008, he held various positions with Johnson
Controls Inc. Mr. Cardwell has over 40 years of experience in
corporate management.
EDMUND B. CAMPBELL, III,
age 61, has been a director of the Corporation since May 2021. He
is the founder of First Guard Insurance Company, a wholly owned
Biglari Holdings subsidiary, since 2014. He is the Executive
Chairman of First Guard Insurance Company and was its Chief
Executive Officer between 1997 and 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, Ruth J. 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 voted
FOR
the election of the six 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 six nominees for Director.
Board Meetings, Committees, and Nominations
The Board held six meetings, which included two by written consent,
during 2021. Each director attended at least 75% of all meetings of
the Board and attended each meeting 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. All of the Directors attended the 2021 Annual Meeting
of Shareholders. The Board of Directors has not named a lead
independent director. A meeting of non-management directors was
held in 2021. Kenneth R. Cooper presided as ad hoc chair of the
meeting.
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 2021 Audit Committee consisted of
Kenneth R. Cooper, John G. Cardwell, and Ruth J. Person. The Board
determined that each of John G. Cardwell and Ruth J. Person meets
the definition of “audit committee financial expert” as that term
is used in Item 407(d)(5) of Regulation S-K promulgated under the
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 six meetings, which included one by
written consent, during 2021. The Audit Committee Charter is
available on the Corporation’s website at biglariholdings.com and
may also be obtained at no charge by written request to the
attention of the Secretary of the Corporation at 19100 Ridgewood
Parkway, Suite 1200, San Antonio, Texas 78259.
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 Compensation 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 Compensation Committee Charter is
available on the Corporation’s website at biglariholdings.com and
may also be obtained at no charge by written request to the
attention of the Secretary of the Corporation at 19100 Ridgewood
Parkway, Suite 1200, San Antonio, Texas 78259. The 2021
Compensation Committee consisted of Kenneth R. Cooper, John G.
Cardwell, and Ruth J. Person, all of whom are independent directors
in accordance with the New York Stock Exchange director
independence standards. The Compensation Committee held one meeting
during 2021.
The Company does not have a formal policy regarding the
consideration of diversity, however defined, in identifying
nominees for director. Instead, in identifying director nominees,
the Board looks for individuals who possess integrity, ownership
mentality, business expertise, and enterprise qualities that
support an entrepreneurial culture.
The Company 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 19100 Ridgewood Parkway, Suite 1200, San
Antonio, Texas 78259. The mailing envelope must contain a clear
notation that the enclosed letter is a “Director Nominee
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 Company’s policy provides that candidates recommended
by shareholders will be evaluated using the same criteria as are
applied to all other candidates.
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 property and
casualty insurance, licensing and media, restaurants, and oil and
gas. The Corporation’s largest operating subsidiaries are involved
in the franchising and operating of restaurants. All major
investment and capital allocation decisions are made for the
Company and its subsidiaries by Mr. Biglari. Because of Biglari
Holdings’ corporate structure and the centralization of its capital
allocation decisions, it is most effective for the Corporation to
designate Mr. Biglari as both its Chairman and its Chief Executive.
Mr. Biglari beneficially owns 411,271 equivalent Class A shares of
the Corporation, representing approximately 66.2% of the economic
interest and 70.4% 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 or 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. In 2022, a director who is
not an employee will receive an annual cash retainer of $70,000,
and the Chair of the Audit and Compensation Committees will receive
an additional annual cash retainer of $10,000. For his role as Vice
Chairman of the Board and other duties, Dr. Cooley will receive an
annual cash retainer of $245,000.
The following table provides compensation information for 2021 for
each non-management member of the Board who served on the Board
during the year.
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Name |
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Fees Earned or Paid in Cash |
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All Other Compensation |
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Total |
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Philip L. Cooley |
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$ |
245,000 |
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$ |
— |
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$ |
245,000 |
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Kenneth R. Cooper |
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$ |
80,000 |
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$ |
— |
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$ |
80,000 |
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John G. Cardwell |
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$ |
70,000 |
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$ |
— |
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$ |
70,000 |
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Ruth J. Person |
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$ |
70,000 |
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$ |
— |
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$ |
70,000 |
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Edmund B. Campbell, III |
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$ |
— |
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$ |
— |
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$ |
— |
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Meetings of Independent Directors
The Audit and Compensation Committees are composed of independent
directors of the Company. The Audit Committee held six meetings and
the Compensation Committee held one meeting during 2021. In
addition, a meeting of non-management directors was held during
2021. 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 19100 Ridgewood Parkway, Suite
1200, San Antonio, Texas 78259. 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
19100 Ridgewood Parkway, Suite 1200, San Antonio, Texas 78259. 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
biglariholdings.com. A copy of the Corporate Governance Guidelines
may also be obtained at no charge by written request to the
attention of the Secretary of the Corporation at 19100 Ridgewood
Parkway, Suite 1200, San Antonio, Texas 78259.
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 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 19100 Ridgewood Parkway, Suite 1200, San Antonio,
Texas 78259. 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 Corporation’s website at 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 2021
was Bruce Lewis.
Mr. Lewis, age 57, joined the Company as its Controller in January
2012.
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 2022. 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 2022.
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 2022 will require the affirmative vote of the
holders of a majority of the Class A common stock 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 2022. Properly dated and signed proxies will be
so voted unless shareholders specify otherwise.
PROPOSAL THREE:
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 other
related tables and disclosures. The advisory vote on executive
compensation is not a vote on the Corporation’s general
compensation policies, the compensation of the Board, or the
Corporation’s compensation policies as they relate to risk
management.
The Compensation 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 beginning on
page 9 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 “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 vote
FOR
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 the holders 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.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The Compensation Discussion and Analysis is designed to provide
shareholders with a better understanding of our compensation
philosophy. It explains the compensation-related actions taken
regarding the executive officers identified in the Summary
Compensation Table (the “Named Executive Officers”).
Biglari Holdings is not a conventional company. As a result, our
compensation system is unconventional and idiosyncratic to Biglari
Holdings. The Company is composed of two distinct components:
operating businesses and investments. Our compensation system is,
therefore, broken into two segments, one for operations and the
other for investments.
The Company conducts its operations through its wholly 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; his incentive compensation is tied to the
performance of these operating businesses. Mr. Biglari’s
compensation is reviewed annually by the Compensation Committee of
the Corporation’s Board of Directors (the “Committee”). Because Mr.
Biglari wishes that his salary remain unchanged, his annual salary
has been $900,000 since 2009, and Mr. Biglari has advised the
Committee that he would not expect or desire such salary to
increase in the future.
In most conventional companies of comparable size, the Committee
believes that the CEO would have asked for - and received - far
higher total compensation. In addition, Mr. Biglari does not have a
severance agreement, a change-in-control arrangement, or an
employment agreement with the Company, and has been granted neither
stock options nor restricted stock awards by the Company. The Board
believes its unconventional compensation system is a rational one,
creating less, not more, enterprise risk.
In designing the Company’s incentive agreement (the “Incentive
Agreement”), the Committee sought to embody the pay-for-performance
ethos of the Company. The Committee believes it is most appropriate
to determine Mr. Biglari’s compensation for our operating
businesses with respect to a return-on-equity methodology.
Adjustments are made to the metric such that Mr. Biglari is
compensated solely for the Company’s economic gains.
Summary Compensation Information
The following table discloses the compensation received for the
three years ended December 31, 2021, by the Corporation’s Chief
Executive Officer and its Controller. Mr. Biglari’s compensation
excludes incentive fees earned through The Lion Fund, L.P., and The
Lion Fund II, L.P.
SUMMARY COMPENSATION TABLE
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Name and
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Year |
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Salary |
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Bonus |
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Non-Equity Incentive |
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All Other
Compensation |
|
Total |
|
Sardar Biglari |
|
2021 |
|
$ |
900,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
900,000 |
|
|
Chairman / Chief
|
|
2020 |
|
900,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
900,000 |
|
|
Executive Officer
|
|
2019 |
|
900,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
900,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce Lewis
|
|
2021 |
|
$ |
495,000 |
|
|
$ |
510,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
1,005,000 |
|
|
Controller
|
|
2020 |
|
480,000 |
|
|
500,000 |
|
|
— |
|
|
— |
|
|
980,000 |
|
|
|
|
2019 |
|
455,000 |
|
|
485,000 |
|
|
— |
|
|
— |
|
|
940,000 |
|
Narrative Disclosure to Summary Compensation Table
As referenced in the Compensation Discussion and Analysis section,
Mr. Biglari, as CEO of the Company, oversees the property and
casualty insurance, licensing and media, restaurant, and oil and
gas businesses. Fees paid to entities owned by Mr. Biglari in 2021
are fully described under “Related Person
Transactions.”
As indicated in the table, for each of the last three years, Mr.
Biglari earned a total compensation of $900,000. Mr. Biglari is the
controlling stockholder, and he has stated that Biglari Holdings is
a lifelong commitment. Mr. Biglari’s compensation is entirely
affected by the aggregate profits of the Corporation, much in the
way shareholders are affected by its aggregate results in the long
term.
Moreover, Mr. Biglari has never sold any stock of Biglari Holdings,
with most of his net worth tied to the results of the Company. Many
companies issue stock options to CEOs with a limited time horizon,
and therefore set a policy on compensation clawback and stock
ownership guidelines to mitigate compensation-related risk. The
Committee believes that many policies that would be adopted at
other companies do not apply to Biglari Holdings because of the
ownership structure of our founder-led company. As the controlling
shareholder of the corporation, Mr. Biglari has demonstrated a
long-term commitment to the Company, and he would invariably
experience a “clawback” as most of his net worth is tied to the
destiny of the corporation’s net worth. The manner in which the
high-water mark is calculated in effect creates both deferrals and
carryforwards that will prevent performance volatility that could
result in undeserved incentive payments. The reason why Biglari
Holdings has not had incentive payments in the years 2021, 2020, or
2019 is that there was not a level of profit that exceeded the
stated high-water mark and hurdle rate. In other words,
shareholders must first gain a level of profit before Mr. Biglari
is eligible to earn a percentage of profits.
In order for Mr. Biglari to receive any incentive payment, our
operating businesses must achieve an annual increase in
shareholders’ equity in excess of 6% (the hurdle rate) above the
previous highest level (the high-water mark). Mr. Biglari will
receive 25% of any incremental book value created above the
high-water mark plus the hurdle rate. The high-water mark is
established when losses cause book
value to decline. Our operating businesses must fully recover their
prior losses to overcome the high-water mark. Then a hurdle rate is
assessed on the book value before Mr. Biglari becomes eligible to
receive an incentive payment.
The losses to be recovered during 2021 were $34,724,000 and will be
$8,145,000 for 2022. After recovering these losses, a hurdle rate
would be applied to shareholders’ equity.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
Net income (loss) of investment partnerships |
|
Net income (loss) excluding investment partnerships |
|
2018 |
$ |
19,392,000 |
|
|
$ |
33,240,000 |
|
|
$ |
(13,848,000) |
|
|
2019 |
45,380,000 |
|
|
60,773,000 |
|
|
(15,393,000) |
|
|
2020 |
(37,989,000) |
|
|
(32,506,000) |
|
|
(5,483,000) |
|
|
Losses included in 2021 high-water mark |
|
|
|
|
(34,724,000) |
|
|
2021 |
35,478,000 |
|
|
8,899,000 |
|
|
26,579,000 |
|
|
Losses included in 2022 high-water mark |
|
|
|
|
$ |
(8,145,000) |
|
The Incentive Agreement establishes a performance-based annual
incentive payment for Mr. Biglari that is contingent upon the
growth in adjusted equity 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
remains unaffected by non-economic factors. The payout of the
incentive agreement is tied to the corporation’s gain in net worth.
The program has proved that our compensation will be far less than
the typical arrangement for a company of our size when performance
is not exceeding a hurdle in net worth gain. In the long run, the
Committee expects that the profits of the corporation will be
reflected in the shareholder return. Thus, the Board finds the
compensation arrangement’s alignment of the interests of the
corporation and its founder/CEO to be far superior to that of most
companies that issue stock options and awards. Ever since Mr.
Biglari assumed management responsibility in 2008, the company has
generated pre-tax profits of $691.2 million.
The Company also 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 has indicated that the hurdle rate will remain the same
even though interest rates have generally declined since the year
2000, when he founded The Lion Fund.
The general partner of the investment partnerships, Biglari
Capital, charges Biglari Holdings a performance fee predicated
solely on investment gains, not 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.”
Controller
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.
Other
Mr. Biglari also sets the compensation for each 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 authority and
control.
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
between the annual total compensation of our domestic employees and
the annual total compensation of Mr. Biglari, Chairman and Chief
Executive Officer.
The median employee compensation was determined using 2021 W-2
wages for all U.S. employees, and equivalent taxable compensation
for all non-U.S. employees was excluded. The median employee
determination included all domestic employees who were employed
during 2021. The median employee compensation was $10,134. Our
median compensated employee works part-time. Therefore, the ratio
of the Chief Executive Officer’s compensation ($900,000) to that of
the median employee (i.e., a part-time employee) was approximately
89 to 1.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
During 2021, the Compensation Committee of the Board consisted of
Kenneth R. Cooper, Ruth J. Person, and John G. Cardwell. None of
these individuals has at any time been an officer or employee of
the Corporation. During 2021, none of our executive officers served
as a member of the board of directors or on the compensation
committee of any entity for which a member of our Board or
Compensation Committee served as an executive officer.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board 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 9, 10, 11 and 12. 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
John G. Cardwell
Ruth J. Person
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 April 13, 2022,
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 |
|
145,700 |
(1) |
70.4% |
|
66.2% |
|
|
|
Class B |
|
1,327,854 |
(2) |
|
|
|
|
Philip L. Cooley |
|
Class A |
|
744 |
(3) |
* |
|
* |
|
|
Class B |
|
7,474 |
(4) |
|
|
|
|
Ruth J. Person |
|
Class A |
|
51 |
|
* |
|
* |
|
|
|
Class B |
|
511 |
|
|
|
|
|
Kenneth R. Cooper |
|
Class A |
|
32 |
|
* |
|
* |
|
|
Class B |
|
321 |
|
|
|
|
|
Edmund B. Campbell, III |
|
Class A |
|
27 |
|
* |
|
* |
|
|
|
Class B |
|
275 |
|
|
|
|
|
John G. Cardwell |
|
Class A |
|
— |
|
— |
|
* |
|
|
Class B |
|
700 |
(5) |
|
|
|
|
Bruce Lewis |
|
Class A |
|
— |
|
— |
|
— |
|
|
|
Class B |
|
— |
|
|
|
|
|
Directors and executive |
|
Class A |
|
146,554 |
|
70.9% |
|
66.7% |
|
officers as a group (7 persons) |
|
Class B |
|
1,337,135 |
|
|
|
|
*
Less than 1%
(1) Includes 36,571.7 shares owned
directly by The Lion Fund, L.P., 83,465 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., 890,272 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.
Security Ownership of 5% Beneficial Owners
The following table shows, as of April 4, 2022, 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, 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.
19100 Ridgewood Parkway, Suite 1200
San Antonio, TX 78259
|
|
145,700
(1)
|
|
70.4% |
|
GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580-1435
|
|
15,689
(2)
|
|
7.6% |
(1) This information was obtained from
a Form 4 filed with the SEC on December 20, 2021, by Sardar
Biglari. In aggregate, 36,571.7 shares are owned directly by The
Lion Fund, L.P., 83,465 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 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 April 5, 2022. GAMCO
Asset Management Inc. reported that it has sole voting and
dispositive power with respect to 14,189 shares of Class A common
stock. Gabelli Funds LLC reported that it has sole voting and
dispositive power with respect to 1,500 shares of Class A common
stock.
As of April 4, 2022, Biglari Capital Corp. beneficially owned
1,327,854 of our Class B common stock, which is 64.2% of the Class
B outstanding shares.
RELATED PERSON TRANSACTIONS
Policy Regarding Related Person Transactions
The Compensation 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.
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.
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 above a
hurdle rate of 6% over 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. High-water marks are tracked
individually for each partner and for each partner contribution.
Biglari Holdings and its subsidiaries have made investments into
the partnerships over time, with each investment separately
tracked. The capital contributions made in 2020 earned a profit in
excess of the hurdle rate, resulting in an incentive fee of
$986,561 that year. Based on Mr. Biglari’s recommendation to the
Board, which it approved, in 2021 an amendment was made in the
partnership agreements to aggregate the accounts so that
eligibility for incentive fees would only occur once aggregate
losses were recovered. By aggregating all accounts, there will not
be an incentive fee payment out of individual accounts until the
aggregate high-water mark is satisfied. Thus, there was no
incentive reallocation from Biglari Holdings to Biglari Capital in
2021. An incentive reallocation to Biglari Capital is determined as
of December 31 of each year. There were no incentive reallocations
from Biglari Holdings to Biglari Capital from 2017 through
2019.
As of December 31, 2021, the fair value of the Company’s
investments in the partnerships was $474,201,158. As stated above,
an amendment was made in the partnership agreements so that, unlike
most investment limited partnerships, Biglari Holdings would
aggregate the prior losses of each of its investments when
calculating the high-water mark. As a result, the partnerships
would need to recover losses of $141,161,306 before Biglari Capital
would be entitled to an incentive fee. Such an arrangement is
virtually unheard of in the hedge fund universe, where there is
both a management fee and a fee based on a percent of profits; the
typical arrangement is a 1-2% management fee of principal paid each
year and 20% of the profits, absent a hurdle rate. If there is a
hurdle rate, there usually is not a high-water mark, and vice
versa. And accounts are almost never aggregated. By contrast, the
Board has attempted to create one of the best investment
partnership arrangements in the country.
Service Agreement
During 2017, the Company entered into a service agreement with
Biglari Enterprises LLC and Biglari Capital (collectively, the
“Biglari Entities”) under which the Biglari Entities provide
certain business services to the Company, including related
personnel, related legal, related proxy contest, related travel,
and other related administrative expenses. The Board finds the
arrangement to be an efficient form of contracting. The service
agreement has a five-year term, effective on October 1, 2017. The
fixed fee of $700,000 per month can be adjusted annually although
it has remained the same since its inception and through year-end
2021. The Company paid Biglari Enterprises $8,400,000 per annum in
service fees during 2021 and 2020. The Board reviews the costs
against the benefits of the service agreement.
The Board believes that shareholders can ascertain the relative
benefits by reviewing total general administrative expenses, which
have declined since 2016 and in 2021 were more in line with those
of fiscal 2007. In the fiscal year-end prior to the time present
management assumed responsibility, general and administration
expenses for the corporation totaled $57.5 million. Over the
ensuing thirteen years — that is, since present management took
control — five businesses have been acquired through negotiated
transactions, ranging from oil and gas to insurance, among other
investments. General administrative expenses include the $8.4
million service agreement. Since 2016, the Corporation’s general
and administrative expenses have declined. The services agreement
is not intended to provide Mr. Biglari windfall economic gains but
rather to efficiently deal with the allocation of expenses through
a simple service agreement.
The service agreement does not alter the hurdle rate connected with
the incentive reallocation paid to Biglari Capital by the Company.
The Biglari Entities are owned by Mr. Biglari.
Services Provided by Family Members of Mr. Biglari
Shawn Biglari, Sardar Biglari’s brother, is employed as senior vice
president of franchise partnerships for Steak n Shake. Shawn
Biglari received $402,476 in compensation from the Company during
2021. 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 2021.
Except as set forth above, there are no transactions that required
disclosure pursuant to Item 404(a) of Regulation S-K promulgated
under the Securities Act.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP has advised us of the following amounts
for services for 2021 and 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Fee |
|
2021 |
|
2020 |
|
Audit Fees(1)
|
|
$ |
975,000 |
|
|
$ |
1,056,000 |
|
|
Audit-Related Fees(2)
|
|
62,000 |
|
|
132,500 |
|
|
Tax Fees(3)
|
|
— |
|
|
— |
|
|
All Other Fees(4)
|
|
— |
|
|
— |
|
|
Total Fees |
|
$ |
1,037,000 |
|
|
$ |
1,188,500 |
|
|
|
|
|
|
|
(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 the 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 the 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 the review of our
financial statements. This includes services provided to audit
Steak n Shake’s 401(k) Plan.
(3) Deloitte & Touche LLP did not
provide any tax consulting services during the
periods.
(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 2021 and 2020, the Audit Committee
pre-approved the services reported above.
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, 2021, 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 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 satisfying the
applicable Public 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 its subsidiaries for the year ended December 31, 2021, in the
Corporation’s Annual Report on Form 10-K for the year ended
December 31, 2021.
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
Ruth J. Person
John G. Cardwell
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.
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.
ANNUAL REPORT
A copy of the Corporation’s Annual Report on Form 10-K for the year
ended December 31, 2021, as is 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 19100
Ridgewood Parkway, Suite 1200, San Antonio, Texas 78259. 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
(sec.gov).
PROPOSALS BY SHAREHOLDERS
Any shareholder proposal intended to be considered for inclusion in
the proxy statement for presentation at the 2023 Annual Meeting
must be received by the Corporation by December 15, 2022. 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 than
120 days prior to the one-year anniversary of the preceding year’s
annual meeting. Accordingly, for our 2023 annual meeting of
shareholders, notice of a proposal (including a nomination) must be
delivered to us no earlier than January 26, 2023, and no later than
February 25, 2023. 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.
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 of Directors
SARDAR BIGLARI,
Chairman
San Antonio, Texas
April 13, 2022
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