Current Report Filing (8-k)
May 27 2022 - 04:34PM
Edgar (US Regulatory)
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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): May 26,
2022
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BIGLARI HOLDINGS INC. |
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(Exact Name of Registrant as Specified in Charter) |
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Indiana |
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001-38477 |
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82-3784946 |
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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,
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Suite 400 |
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San Antonio, |
TX |
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78257 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(210) 344-3400
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(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))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
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Class A common stock |
BH.A |
New York Stock Exchange |
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Class B common stock |
BH |
New York Stock Exchange |
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 ☐
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. ☐
Item 5.07 Submission of Matters to a Vote
of Security Holders.
On May 26, 2022, Biglari Holdings Inc. (the “Company”) held its
Annual Meeting of Shareholders (the “Meeting”). The total number of
shares of the Company’s Class A common stock voted in person or by
proxy at the Meeting was 196,456, representing approximately 95% of
the 206,864 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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Withheld |
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Sardar Biglari |
152,569 |
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28,437 |
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Philip L. Cooley |
150,793 |
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30,213 |
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Kenneth R. Cooper |
151,159 |
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29,847 |
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John G. Cardwell |
152,472 |
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28,534 |
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Ruth J. Person |
151,185 |
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28,821 |
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Edmund B. Campbell, III |
152,869 |
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28,137 |
There were 15,450 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
2022:
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196,290 |
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53 |
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52 |
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For |
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Against |
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Abstentions |
Proposal 3.
To vote on a non-binding advisory resolution to approve the
compensation of the Company’s Named Executive
Officers:
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150,878 |
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14,103 |
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16,025 |
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For |
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Against |
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Abstentions |
There were 15,450 broker non-votes with respect to the non-binding
advisory resolution to approve the compensation of the Company’s
Named executive Officers.
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.
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May 27, 2022 |
BIGLARI HOLDINGS INC. |
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By: |
/s/ Bruce Lewis |
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Name: |
Bruce Lewis |
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Title: |
Controller |
Biglari (NYSE:BH)
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