Current Report Filing (8-k)
30 June 2020 - 6:08AM
Edgar (US Regulatory)
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 25, 2020
BIGLARI HOLDINGS INC.
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(Exact Name of Registrant as Specified in Its Charter)
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INDIANA
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001-38477
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82-3784946
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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17802 IH 10 West, Suite 400, San Antonio, Texas
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78257
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code: (210) 344-3400
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(Former Name or Former Address, If Changed Since Last Report)
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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
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Class A common stock
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BH.A
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New York Stock Exchange
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Class B common stock
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BH
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New York Stock Exchange
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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. ☐
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 25, 2020,
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 196,071, representing
approximately 94.78% 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:
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For
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Withheld
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Sardar Biglari
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145,097
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34,365
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Philip L. Cooley
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145,099
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34,363
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Kenneth R. Cooper
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141,607
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37,855
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John G. Cardwell
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173,801
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5,661
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Ruth J. Person
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141,516
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37,946
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There were 16,609
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 2020:
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193,663
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290
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118
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For
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Against
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Abstentions
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At the Meeting,
Mr. Biglari answered a variety of questions from attendees. Among these answers, Mr. Biglari noted: 15 Steak n Shake properties
are being sold to fund capital expenditures at various Steak n Shake stores. The average range of capital expenditures at each
store is $120,000 to $220,000.
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.
June 29, 2020
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BIGLARI HOLDINGS INC.
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By:
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/s/ Bruce Lewis
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Name:
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Bruce Lewis
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Title:
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Controller
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