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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 26, 2026
SECURITY
NATIONAL FINANCIAL CORPORATION
(Exact
name of registrant as specified in its Charter)
| Utah |
|
000-09341 |
|
87-0345941 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
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 26, 2026, in Salt Lake City, Utah. As of April 20, 2026, the record date, there were issued and outstanding 22,445,316
shares of Class A common stock (including 1,124,565 shares of treasury stock), $2.00 par value, and 3,587,237 shares of Class
C common stock (including 104,604 shares of treasury stock), $2.00 par value, for a total of 26,032,553 shares of the Company’s
common stock outstanding. A majority of the outstanding shares of Class A and Class C common stock (or 12,401,693 shares) constituted
a quorum for the transaction of business at the Annual Meeting. The Annual Meeting met the quorum requirements. A total of 22,031,400
shares were represented in person or by proxy and voted at the Annual Meeting—18,578,647 shares of Class A common stock
and 3,452,753 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, Gilbert A. Fuller, Adam G. Quist, Shital
A. Mehta, John L. Cook, S. Andrew Quist, Robert G. Hunter M.D., Jason G. Overbaugh, and H. Craig Moody as directors of the Company; (ii)
approved the amendment of the Company’s 2022 Equity Incentive Plan to provide that up to 500,000 of the shares previously authorized
to be issued only as Class A common stock may instead be issued as Class C common stock; (iii) approved, on an advisory basis, the compensation
of the Company’s named executive officers; and (iv) ratified the appointment of Deloitte & Touche, LLP as the Company’s
independent registered public accountants for the fiscal year ending December 31, 2026.
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, on matters where Class A and Class C
common shares vote together as a single class, 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 | |
| 11,786,340 | | |
| 3,401,320 | | |
| 15,187,660 | |
| Gilbert A. Fuller | |
Class A | |
| 9,639,299 | | |
| 5,548,361 | | |
| 15,187,660 | |
| Adam G. Quist | |
Class A | |
| 11,758,785 | | |
| 3,428,875 | | |
| 15,187,660 | |
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 | |
| 10,570,859 | | |
| 4,616,801 | | |
| 15,187,660 | |
| | |
Class C | |
| 34,527,530 | | |
| - | | |
| 34,527,530 | |
| | |
Total | |
| 45,098,389 | | |
| 4,616,801 | | |
| 49,715,190 | |
| Name | |
Class | |
Votes
For | | |
Votes
Withheld | | |
Total | |
| John L. Cook | |
Class A | |
| 10,560,775 | | |
| 4,626,885 | | |
| 15,187,660 | |
| | |
Class C | |
| 34,527,530 | | |
| - | | |
| 34,527,530 | |
| | |
Total | |
| 45,088,305 | | |
| 4,626,885 | | |
| 49,715,190 | |
| Name | |
Class | |
Votes
For | | |
Votes
Withheld | | |
Total | |
| S. Andrew Quist | |
Class A | |
| 11,787,906 | | |
| 3,399,754 | | |
| 15,187,660 | |
| | |
Class C | |
| 34,527,530 | | |
| - | | |
| 34,527,530 | |
| | |
Total | |
| 46,315,436 | | |
| 3,399,754 | | |
| 49,715,190 | |
| Name | |
Class | |
Votes
For | | |
Votes
Withheld | | |
Total | |
| Robert G. Hunter M.D. | |
Class A | |
| 8,867,487 | | |
| 6,320,173 | | |
| 15,187,660 | |
| | |
Class C | |
| 34,527,530 | | |
| - | | |
| 34,527,530 | |
| | |
Total | |
| 43,395,017 | | |
| 6,320,173 | | |
| 49,715,190 | |
| Name | |
Class | |
Votes
For | | |
Votes
Withheld | | |
Total | |
| Jason G. Overbaugh | |
Class A | |
| 11,794,353 | | |
| 3,393,307 | | |
| 15,187,660 | |
| | |
Class C | |
| 34,527,530 | | |
| - | | |
| 34,527,530 | |
| | |
Total | |
| 46,321,883 | | |
| 3,393,307 | | |
| 49,715,190 | |
| Name | |
Class | |
Votes
For | | |
Votes
Withheld | | |
Total | |
| H. Craig Moody | |
Class A | |
| 8,106,666 | | |
| 7,080,994 | | |
| 15,187,660 | |
| | |
Class C | |
| 34,527,530 | | |
| - | | |
| 34,527,530 | |
| | |
Total | |
| 42,634,196 | | |
| 7,080,994 | | |
| 49,715,190 | |
3.
To approve the amendment of the Company’s 2022 Equity Incentive Plan to provide that up to 500,000 of the shares previously authorized
to be issued only as Class A common stock may instead be issued as Class C common stock:
| Class | |
Votes
For | | |
Votes
Against | | |
Votes
Abstaining | |
| Class A | |
| 11,232,014 | | |
| 3,950,220 | | |
| 5,426 | |
| Class C | |
| 34,527,530 | | |
| - | | |
| - | |
| Total | |
| 45,759,544 | | |
| 3,950,220 | | |
| 5,426 | |
4.
To approve, on an advisory basis, the compensation of the Company’s named executive officers:
| Class | |
Votes
For | | |
Votes
Against | | |
Votes
Abstaining | |
| Class A | |
| 10,505,168 | | |
| 4,666,774 | | |
| 15,718 | |
| Class C | |
| 34,527,530 | | |
| - | | |
| - | |
| Total | |
| 45,032,698 | | |
| 4,666,774 | | |
| 15,718 | |
5.
To ratify the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accountants for the fiscal
year ending December 31, 2026:
| Class | |
Votes For | | |
Votes Against | | |
Votes Abstaining | |
| Class A | |
| 18,558,858 | | |
| 17,847 | | |
| 1,942 | |
| Class C | |
| 34,527,530 | | |
| - | | |
| - | |
| Total | |
| 53,086,388 | | |
| 17,847 | | |
| 1,942 | |
Item
8.01. Other Events.
At
the Board of Directors (the “Board”) Meeting of the Company on June 26, 2026, the Board declared a 5% stock dividend (the
“Stock Dividend”) on outstanding shares of the Company’s Class A and Class C Common Stock. The Stock Dividend will
be issued on July 17, 2026 to the Class A and Class C common stockholders of record as of July 10, 2026.
The
Company has issued 5% stock dividends on its shares of Class A and Class C Common Stock each year from 1991 through 2025, except in 2020
when stock dividends totaling 7.5% were issued. The Board is pleased to declare this 5% Stock Dividend in 2026.
On
June 29, 2026, the Company issued a press release announcing the Stock Dividend. A copy of that press release is attached hereto
as Exhibit 99.1. The information contained in Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| EXHIBIT
NUMBER |
|
DESCRIPTION |
| 99.1 |
|
Press Release Announcing Stock Dividend |
| 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:
June 29, 2026 |
By: |
/s/
Scott M. Quist |
| |
|
Scott
M. Quist, Chairman, President and |
| |
|
Chief
Executive Officer |
Exhibit 99.1
NEWS
RELEASE
For
Further Information Contact: Jeffrey R. Stephens
or
Garrett S. Sill
Security
National Financial Corporation
P.O.
Box 57250
(Telephone)
(801) 264-1060
(Fax)
(801) 264-8430
Website:
www.securitynational.com
FOR
IMMEDIATE RELEASE
Security
National Financial Corporation Announces Stock Dividend
Salt
Lake City, Utah, June 29, 2026—Security National Financial Corporation (NASDAQ: SNFCA) announces that on June 26, 2026,
its Board of Directors has authorized a 5% stock dividend for stockholders of record on July 10, 2026. The stock dividend will be issued
on July 17, 2026.
Scott
Quist, President and Chief Executive Officer of Security National Financial Corporation, stated: “This is the Company’s 38th
consecutive year in declaring a stock dividend. We find many of our stockholders are pleased with the stock dividend due to the options
it affords for long-term appreciation or cash flow if they choose to sell the shares.”
This
press release contains statements that, if not verifiable historical fact, may be viewed as forward-looking statements that could predict
future events or outcomes with respect to Security National Financial Corporation and its business. The predictions in these statements
will involve risk and uncertainties and, accordingly, actual results may differ significantly from the results discussed or implied in
such forward-looking statements.