Shareholder Vote · Company Update

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 21, 2024   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 , 6 th 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 21, 2024, in Salt Lake City, Utah. As of April 15, 2024, the record date, there were issued and outstanding 19,300,897 votable shares of Class A common stock and 2,935,963 votable shares of Class C common stock for a total of 22,236,860 votable shares of the Company’s common stock outstanding. A majority of the outstanding shares of Class A and Class C common stock (or 11,118,431 shares) constituted a quorum for the transaction of business at the Annual Meeting. A total of 39,559,545 votes were cast, which was a majority of the outstanding shares of Class A and Class C common stock, and thus a quorum for purposes of the Annual Meeting.   At the Annual Meeting, the Company’s stockholders (i) approved the election of Scott M. Quist, Shital A. Mehta, S. Andrew Quist, John L. Cook, Jason G. Overbaugh, H. Craig Moody, Robert G. Hunter, Gilbert A. Fuller, Ludmya B. Love, and Adam G. Quist as directors of the Company; and (ii) ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2024.   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 four 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   9,044,036   1,440,269   10,484,305 Shital A. Mehta   Class A   7,848,371   2,635,934   10,484,305 S. Andrew Quist   Class A   8,871,253   1,613,052   10,484,305 John L. Cook   Class A   7,843,693   2,640,612   10,484,305   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 Jason G. Overbaugh   Class A   8,874,971   1,609,334   10,484,305     Class C   29,075,240   -   29,075,240     Total   37,950,211   1,609,334   39,559,545                   H. Craig Moody   Class A   7,140,283   3,344,022   10,484,305     Class C   29,075,240   -   29,075,240     Total   36,215,523   3,344,022   39,559,545                   Robert G. Hunter, MD   Class A   7,712,693   2,771,612   10,484,305     Class C   29,075,240   -   29,075,240     Total   36,787,933   2,771,612   39,559,545                   Gilbert A. Fuller   Class A   7,677,855   2,806,450   10,484,305     Class C   29,075,240   -   29,075,240     Total   36,753,095   2,806,450   39,559,545                   Ludmya B. Love   Class A   7,834,327   2,649,978   10,484,305     Class C   29,075,240   -   29,075,240     Total   36,909,567   2,649,978   39,559,545                   Adam G. Quist   Class A   8,873,803   1,610,502   10,484,305     Class C   29,075,240   -   29,075,240     Total   37,949,043   1,610,502   39,559,545         3. To ratify the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accountants for the year ending December 31, 2024:   Class   Votes For   Votes Against   Votes Abstaining Class A   12,853,364   117,971   5,812 Class C   29,075,240   -   - Total   41,928,604   117,971   5,812   Item 8.01. Other Events .   At the Annual Board of Directors (the “Board”) Meeting of the Company on June 21, 2024, the Board declared a 5% stock dividend (the “Dividend”) to holders of the Company’s Class A and Class C shares of Common Stock. The stock dividend will be issued on July 12, 2024 to the Class A and Class C common stockholders of record as of July 5, 2024.   The Company has issued 5% stock dividends on its shares of Class A and Class C Common Stock each year from 1991 through 2023, except in 2020 when stock dividends totaling 7.5% were issued. The Board is pleased to declare this 5% stock dividend in 2024.   On June 24, 2024, the Company issued a press release announcing the [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, dated June 24, 2024, entitled “Security National Financial Corporation Announces 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 24, 2024 By: /s/ Scott M. Quist     Scott M. Quist, Chairman, President and     Chief Executive Officer