BIGLARI HOLDINGS INC. (NYSE:BH) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07
Submission of Matters to a Vote of Security Holders. |
On April 27, 2017, Biglari Holdings Inc. (the Company) held its
Annual Meeting of Shareholders (the Meeting). The total number of
shares of the Companys common stock voted in person or by proxy
at the Meeting was 2,002,758, representing approximately 96.86%
of the 2,067,613 shares outstanding and entitled to vote at the
Meeting. The matters voted on by shareholders and the number of
votes cast for, against or withheld, as well as abstentions and
broker non-votes, if applicable, with respect to each matter is
set forth below.
Proposal 1. To elect the nominees listed below
as directors of the Company:
FOR | WITHHOLD | ||
Sardar Biglari |
1,362,756 |
486,735 |
|
Philip L. Cooley |
1,388,300 |
461,191 |
|
Kenneth R. Cooper |
1,157,884 |
691,607 |
|
James P. Mastrian |
1,256,515 |
592,976 |
|
Ruth J. Person |
1,158,331 |
691,160 |
There were 153,267 broker non-votes with respect to the election
of directors.
Proposal 2. To ratify the selection by the Audit
Committee of the Board of Directors of the Company of Deloitte
Touche LLP as the Companys independent registered public
accounting firm for 2017:
1,987,231 |
6,102 |
8,804 |
||
For | Against | Abstentions |
Proposal 3. To vote on a non-binding advisory
resolution to approve the compensation of the Companys Named
Executive Officers, as described in the Companys proxy statement
with respect to the Meeting:
1,327,356 |
510,667 |
10,847 |
153,267 |
|||
For | Against | Abstentions | Non-votes |
Proposal 4. To vote on a non-binding advisory
resolution to determine the frequency (whether annual, biennial
or triennial) with which shareholders of the Company shall be
entitled to have an advisory vote on executive compensation, as
described in the Companys proxy statement with respect to the
Meeting:
1,246,648 |
3,663 |
589,987 |
8,572 |
|||
3 Years | 2 Years | 1 Year | Abstentions |
Proposal 5. To consider and act upon The Humane
Society of the United States shareholder proposal, as described
in the Companys proxy statement with respect to the Meeting:
492,334 |
1,346,688 |
9,848 |
153,267 |
|||
For | Against | Abstentions | Non-votes |
Item 7.01. | Regulation FD Disclosure. |
At the Meeting, the Company advised that its board of directors
was considering a number of potential transactions, including the
implementation of a dual class structure, the termination of the
license agreement between Mr. Biglari and the Company, and the
elimination of the limitation on Mr. Biglaris incentive
compensation relating to the Companys operating businesses. There
can be no assurance as to the specific terms and conditions of
any such transactions or the timing or likelihood of completion
of any such transactions.
The information in this Item 7.01 is being furnished and shall
not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of such section. The information in
this Item 7.01 shall not be incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any incorporation by reference
language in any such filing, unless the Company expressly sets
forth in such future filing that such information is to be
considered filed or incorporated by reference therein.
About BIGLARI HOLDINGS INC. (NYSE:BH)
Biglari Holdings Inc. is a holding company owning subsidiaries engaged in various business activities, including media, property and casualty insurance, and restaurants The Company’s segments include Restaurant Operations, First Guard, Maxim, Other and Corporate. The Company’s restaurant operations’ activities are conducted through approximately two restaurant concepts operated by subsidiaries Steak n Shake Inc. (Steak n Shake) and Western Sizzlin Corporation (Western). Steak n Shake is engaged in the ownership, operation and franchising of Steak n Shake restaurants. Western is engaged primarily in the franchising of restaurants. The Company’s insurance business consists of First Guard Insurance Company and its agency, 1st Guard Corporation. First Guard is a direct underwriter of commercial trucking insurance, selling physical damage and non-trucking liability insurance to truckers. Its media business consists of Maxim. Maxim’s business lies principally in media and licensing. BIGLARI HOLDINGS INC. (NYSE:BH) Recent Trading Information
BIGLARI HOLDINGS INC. (NYSE:BH) closed its last trading session down -17.00 at 426.63 with 2,544 shares trading hands.