Biglari Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$BH
Restaurants
Consumer Discretionary
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): April 16, 2025
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Registrant’s telephone number, including area code: (210 ) 344-3400
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 16, 2025, Biglari Holdings Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”). The total number of shares of the Company’s Class A common stock voted in person or by proxy at the Meeting was 197,865, representing approximately 96% of the 206,864 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 | Withheld | ||||||||||
| Sardar Biglari | 168,388 | 21,243 | |||||||||
| Philip L. Cooley | 168,752 | 20,879 | |||||||||
| Kenneth R. Cooper | 168,876 | 20,755 | |||||||||
| John G. Cardwell | 169,078 | 20,553 | |||||||||
| Ruth J. Person | 167,323 | 22,308 | |||||||||
There were 8,234 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 Company’s independent registered public accounting firm for 2025:
| 197,431 | 386 | 14 | ||||||||||||
| For | Against | Abstentions | ||||||||||||
Proposal 3. To vote on a non-binding advisory resolution to approve the compensation of the Corporation’s Named Executive Officers, as described in the Company’s proxy statement with respect to the Meeting:
| 189,048 | 525 | 24 | ||||||||||||
| For | Against | Abstentions | ||||||||||||
There were 8,234 broker non-votes with respect to executive compensation.
Proposal 4. To vote on a non-binding advisory resolution to approve 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 Company’s proxy statement with respect to the Meeting:
| 183,188 | 58 | 6,339 | 12 | |||||||||||||||||
| 3 Years | 2 Years | 1 Year | Abstentions | |||||||||||||||||
Based on the Results of Proposal 4, the Company has determined to hold future advisory votes on executive compensation every three years until the next required frequency vote.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| April 17, 2025 | BIGLARI HOLDINGS INC. | ||||||||||
| By: | /s/ Bruce Lewis | ||||||||||
| Name: | Bruce Lewis | ||||||||||
| Title: | Controller | ||||||||||