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 26, 2018

 

 

Registrant's Telephone Number, Including Area Code: (210) 344-3400

 

 

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))

 

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.

On April 26, 2018, Biglari Holdings Inc. (the “Company”) held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). The total number of shares of the Company’s common stock voted in person or by proxy at the Annual Meeting was 2,011,038, representing approximately 97.26% of the 2,067,726 shares outstanding and entitled to vote at the Annual Meeting, based on estimated preliminary voting results. 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		BROKER NON-VOTES
Sardar Biglari	1,241,543		652,542		116,953
Philip L. Cooley	1,233,350		660,735		116,953
Kenneth R. Cooper	1,232,296		661,789		116,953
James P. Mastrian	1,254,832		639,253		116,953
Ruth J. Person	1,255,013		639,072		116,953

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 2018:

On April 26, 2018, immediately following the Annual Meeting, the Company held a special meeting of its shareholders (the “Special Meeting”). The total number of shares of the Company’s common stock voted in person or by proxy at the Special Meeting was 1,895,207, representing approximately 91.66% of the 2,067,726 shares outstanding and entitled to vote at the Special Meeting, based on estimated preliminary voting results. The matters voted on by shareholders and the number of votes for or against, as well as the number of abstentions and broker non-votes, if applicable, with respect to each matter is set forth below.

Proposal 1. To approve the Amended and Restated Agreement and Plan of Merger, dated as of March 5, 2018, by and among Biglari Holdings Inc., NBHSA Inc. and BH Merger Company:

 

 

Proposal 2. To approve the authorized capital of NBHSA Inc., which is 11,500,000 shares, consisting of 500,000 shares of Class A common stock, 10,000,000 shares of Class B common stock, and 1,000,000 shares of preferred stock:

Proposal 3. To approve NBHSA Inc. being subject to Chapter 42 of the Indiana Business Corporation Law, which relates to “control share acquisitions”:

SIGNATURE

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.

 

Dated: April 27, 2018