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Directors and auditor backed in Biglari Holdings (BH) 2026 shareholder vote

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Biglari Holdings Inc. held its Annual Meeting of Shareholders on April 8, 2026. A total of 200,129 Class A shares were voted, representing about 95% of the 211,176 shares outstanding and entitled to vote.

Shareholders elected five directors, with votes for Sardar Biglari at 169,573 and for other nominees ranging from 168,605 to 171,200, and there were 7,763 broker non-votes. Shareholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026 with 198,645 votes for, 1,261 against, and 197 abstentions.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Class A shares outstanding 211,176 shares Shares outstanding and entitled to vote at meeting
Class A shares voted 200,129 shares Shares voted at April 8, 2026 Annual Meeting
Participation rate 95% Approximate portion of outstanding Class A shares voted
Votes for auditor ratification 198,645 votes For Deloitte & Touche LLP as 2026 auditor
Votes against auditor ratification 1,261 votes Against Deloitte & Touche LLP as 2026 auditor
Broker non-votes 7,763 votes Broker non-votes on director election proposal
Votes for Sardar Biglari 169,573 votes For election as director
Votes for John G. Cardwell 171,200 votes For election as director
Annual Meeting of Shareholders financial
"On April 8, 2026, Biglari Holdings Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”)."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
broker non-votes financial
"There were 7,763 broker non-votes with respect to the election of directors."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"To ratify the selection ... of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Audit Committee of the Board of Directors financial
"To ratify the selection by the Audit Committee of the Board of Directors of the Company of Deloitte & Touche LLP"
emerging growth company financial
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
FALSE000172617300017261732026-04-082026-04-080001726173us-gaap:CommonClassAMember2026-04-082026-04-080001726173us-gaap:CommonClassBMember2026-04-082026-04-08

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 8, 2026
BIGLARI HOLDINGS INC.
(Exact Name of Registrant as Specified in Charter)
Indiana 001-38477 82-3784946
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
19100 Ridgewood Parkway,
Suite 1200
San Antonio,TX78259
(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (210) 344-3400
 
(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:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Class A common stockBH.ANew York Stock Exchange
Class B common stockBHNew York Stock Exchange
Class A Common Stock, no par valueBH.ANYSE Texas, Inc.
Class B Common Stock, no par valueBHNYSE Texas, Inc.
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 April 8, 2026, 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 200,129 representing approximately 95% of the 211,176 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:

ForWithheld
Sardar Biglari169,57322,793
Philip L. Cooley170,21922,147
Kenneth R. Cooper170,69721,669
John G. Cardwell171,20021,166
Ruth J. Person168,60523,761


There were 7,763 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 2026:


198,6451,261197
ForAgainstAbstentions




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 9, 2026BIGLARI HOLDINGS INC.
  
 By:  /s/ Bruce Lewis
  Name:Bruce Lewis
  Title:Controller

Source: View Original Filing on SEC EDGAR

FAQ

What did Biglari Holdings (BH) shareholders vote on at the April 2026 meeting?

Shareholders voted to elect five directors and to ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2026. Both the director slate and the auditor ratification proposal received strong shareholder support based on the reported vote totals.

How many Biglari Holdings (BH) Class A shares were represented at the 2026 annual meeting?

A total of 200,129 Class A shares were voted in person or by proxy, representing approximately 95% of the 211,176 shares outstanding and entitled to vote. This indicates very high shareholder participation in the company’s April 8, 2026 Annual Meeting.

Were all director nominees elected at the Biglari Holdings (BH) 2026 annual meeting?

Yes. All five nominees—Sardar Biglari, Philip L. Cooley, Kenneth R. Cooper, John G. Cardwell, and Ruth J. Person—were elected as directors. Each received more votes “For” than “Withheld,” indicating majority support from the Class A shareholders who voted.

How did Biglari Holdings (BH) shareholders vote on the Deloitte & Touche LLP ratification?

Shareholders ratified the selection of Deloitte & Touche LLP as independent registered public accounting firm for 2026 with 198,645 votes for, 1,261 against, and 197 abstentions. The results show overwhelmingly favorable support for the Audit Committee’s auditor choice.

What level of broker non-votes occurred in the Biglari Holdings (BH) director election?

There were 7,763 broker non-votes recorded for the election of directors. Broker non-votes generally occur when brokers do not have discretionary authority to vote on a matter and have not received instructions from the beneficial owners of the shares.

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