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 | ||