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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): June 27,
2025
SECURITY
NATIONAL FINANCIAL CORPORATION
(Exact
name of registrant as specified in this Charter)
| Utah |
|
000-09341 |
|
87-0345941 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
| 433
Ascension Way, 6th
Floor, Salt
Lake City, Utah |
|
84123 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (801)
264-1060
Does
Not Apply
(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 class |
|
Trading
symbol |
|
Name
of exchange on which registered |
| Class
A Common Stock |
|
SNFCA |
|
The
Nasdaq Global
Select Market |
Securities
registered pursuant to Section 12(g) of the Act: None
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.
The
Annual Meeting of Stockholders (the “Annual Meeting”) of Security National Financial Corporation (the
“Company”) was held on June 27, 2025, in Salt Lake City, Utah. As of April 21, 2025, the record date, there were issued
and outstanding 21,324,826 shares of Class A common stock (including 1,012,466 shares of treasury stock) and 3,417,170 shares of
Class C common stock (including 99,623 shares of treasury stock) for a total of 24,741,996 shares of the Company’s common
stock outstanding. A majority of the outstanding shares of Class A and Class C common stock (or 11,814,954 shares) constituted a
quorum for the transaction of business at the Annual Meeting. The Annual Meeting met the quorum requirements. A total of 19,756,812
shares were represented in person or by proxy and voted at the Annual Meeting, 16,468,953 shares of Class A common stock and
3,287,859 shares of Class C common stock, constituting in excess of majorities of each of those classes.
At
the Annual Meeting, the Company’s stockholders (i) approved the election of Scott M. Quist, Robert G. Hunter M.D., Jason G. Overbaugh,
Shital A. Mehta, John L. Cook, S. Andrew Quist, Gilbert A. Fuller, Adam G. Quist, and H. Craig Moody as directors of the Company; (ii)
approved the amendment of the Company’s 2022 Equity Incentive Plan to authorize the issuance of an additional 3,000,000 shares
of Class A and Class C common stock (out of which a maximum of 500,000 shares of Class C common stock may be issued); and (iii) ratified
the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accountants for the fiscal year ending
December 31, 2025.
The
results of the voting at the Annual Meeting on the matters submitted to the stockholders are set forth below. The voting results at the
Annual Meeting set forth below reflect the weighted voting for the Class C common shares, which have a weighted voting of ten votes per
share.
1.
To elect three directors to be voted upon by the Class A common stockholders voting separately as a class to serve until the next Annual
Meeting and until their successors are duly elected and qualified:
| Name | |
Class | |
Votes
For | | |
Votes
Withheld | | |
Total | |
| Scott M. Quist | |
Class A | |
| 9,273,616 | | |
| 4,219,451 | | |
| 13,493,067 | |
| Robert G. Hunter, M.D. | |
Class A | |
| 7,246,594 | | |
| 6,246,473 | | |
| 13,493,067 | |
| Jason G. Overbaugh | |
Class A | |
| 9,268,391 | | |
| 4,224,676 | | |
| 13,493,067 | |
2.
To elect the remaining six directors to be voted upon by the Class A and Class C common stockholders together to serve until the next
Annual Meeting and until their successors are duly elected and qualified:
| Name | |
Class | |
Votes
For | | |
Votes
Withheld | | |
Total | |
| Shital A. Mehta | |
Class A | |
| 7,758,279 | | |
| 5,734,788 | | |
| 13,493,067 | |
| | |
Class C | |
| 32,878,590 | | |
| - | | |
| 32,878,590 | |
| | |
Total | |
| 40,636,869 | | |
| 5,734,788 | | |
| 46,371,657 | |
| | |
| |
| | | |
| | | |
| | |
| John L. Cook | |
Class A | |
| 7,758,396 | | |
| 5,734,671 | | |
| 13,493,067 | |
| | |
Class C | |
| 32,878,590 | | |
| - | | |
| 32,878,590 | |
| | |
Total | |
| 40,636,986 | | |
| 5,734,671 | | |
| 46,371,657 | |
| | |
| |
| | | |
| | | |
| | |
| S. Andrew Quist | |
Class A | |
| 9,271,864 | | |
| 4,221,203 | | |
| 13,493,067 | |
| | |
Class C | |
| 32,878,590 | | |
| - | | |
| 32,878,590 | |
| | |
Total | |
| 42,150,454 | | |
| 4,221,203 | | |
| 46,371,657 | |
| | |
| |
| | | |
| | | |
| | |
| Gilbert A. Fuller | |
Class A | |
| 7,201,812 | | |
| 6,291,255 | | |
| 13,493,067 | |
| | |
Class C | |
| 32,878,590 | | |
| - | | |
| 32,878,590 | |
| | |
Total | |
| 40,080,402 | | |
| 6,291,255 | | |
| 46,371,657 | |
| | |
| |
| | | |
| | | |
| | |
| Adam G. Quist | |
Class A | |
| 9,270,648 | | |
| 4,222,419 | | |
| 13,493,067 | |
| | |
Class C | |
| 32,878,590 | | |
| - | | |
| 32,878,590 | |
| | |
Total | |
| 42,149,238 | | |
| 4,222,419 | | |
| 46,371,657 | |
| | |
| |
| | | |
| | | |
| | |
| H. Craig Moody | |
Class A | |
| 6,971,732 | | |
| 6,521,335 | | |
| 13,493,067 | |
| | |
Class C | |
| 32,878,590 | | |
| - | | |
| 32,878,590 | |
| | |
Total | |
| 39,850,322 | | |
| 6,521,335 | | |
| 46,371,657 | |
3.
To approve the amendment of the Company’s 2022 Equity Incentive Plan to authorize the issuance of an additional 3,000,000 shares
of Class A and Class C common stock (out of which a maximum of 500,000 shares of Class C common stock may be issued).
| Class | |
Votes
For | | |
Votes
Against | | |
Votes
Abstaining | |
| Class A | |
| 9,116,402 | | |
| 4,360,047 | | |
| 16,618 | |
| Class C | |
| 32,878,590 | | |
| - | | |
| - | |
| Total | |
| 41,994,992 | | |
| 4,360,047 | | |
| 16,618 | |
4.
To ratify the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accountants for the year
ending December 31, 2025:
| Class | |
Votes
For | | |
Votes
Against | | |
Votes
Abstaining | |
| Class A | |
| 16,398,503 | | |
| 67,981 | | |
| 2,469 | |
| Class C | |
| 32,878,590 | | |
| - | | |
| - | |
| Total | |
| 49,277,093 | | |
| 67,981 | | |
| 2,469 | |
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| EXHIBIT
NUMBER |
|
DESCRIPTION |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SECURITY
NATIONAL FINANCIAL CORPORATION |
| |
(Registrant) |
| |
|
|
| Date:
July 1, 2025 |
By: |
/s/
Scott M. Quist |
| |
|
Scott
M. Quist, Chairman, President and |
| |
|
Chief
Executive Officer |
