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
 
BIGLARI HOLDINGS INC.
(Exact name of registrant as specified in its charter)
 
 
 
INDIANA
0-8445
37-0684070
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
 
17802 IH 10 West, Suite 400, San Antonio, Texas
78257
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant's Telephone Number, Including Area Code: (210) 344-3400
 
 Not applicable
(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))
 
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.
Annual Meeting
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:

1,996,503
 
6,296
 
8,239
For
 
Against
 
Abstentions

Special Meeting
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:

1,221,366
 
668,485
 
5,356
For
 
Against
 
Abstentions

 
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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:

1,224,817
 
664,808
 
5,582
For
 
Against
 
Abstentions

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

1,221,192
 
668,317
 
5,698
For
 
Against
 
Abstentions

The foregoing voting results from the Annual Meeting and Special Meeting are preliminary estimates only and are subject to change. The Company will file an amendment to this Current Report on Form 8-K to disclose the final voting results from the Annual Meeting and Special Meeting within four business days after the final, certified voting results are known.
 
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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.
 
     
 
BIGLARI HOLDINGS INC. 
 
     
 
/s/ Bruce Lewis
 
 
Bruce Lewis
 
 
Controller
 
Dated: April 27, 2018
 
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