SNFC - Security National Financial Corporation

07/01/2025 | Press release | Distributed by Public on 07/01/2025 08:22

Proxy Results (Form 8-K)

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
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