SECURITY NATIONAL FINANCIAL CORP
For the period ended Apr 19, 2024. Filed Apr 19, 2024.
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Apr 19, 2024 · Filed Apr 19, 2024
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DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(3)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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433 Ascension Way, 6th Floor
April 19, 2024
Dear Stockholders:
On behalf of the Board of Directors (the “Board”), it is my pleasure to invite you to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Security National Financial Corporation (the “Company”) to be held on Friday, June 21, 2024, beginning at 10:00 a.m., Mountain Daylight Time, at 433 Ascension Way, 1 st Floor, Salt Lake City, Utah 84123. The formal notice of the Annual Meeting and the Proxy Statement have been made a part of this invitation.
The matters to be addressed at the meeting will include (1) the election of ten directors; (2) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2024; and (3) the transaction of such other business as may properly come before the Annual Meeting, or any adjournments or postponements thereof. Please refer to the Proxy Statement for detailed information on each of the proposals and the Annual Meeting. I will also report on the Company’s business activities and answer any stockholder questions.
The Company will be providing access to its proxy materials over the Internet under the United States Securities and Exchange Commission’s “notice and access” rules. Accordingly, on or about April 25, 2024, you will receive a Notice of Internet Availability of Proxy Materials, which will provide instructions on how to access the Company’s Proxy Statement and 2023 Annual Report online. This approach conserves natural resources and reduces the Company’s printing and distribution costs, while providing a timely and convenient method of accessing the materials and voting. The notice also contains instructions on how to receive a paper copy of the Company’s proxy materials, including the Proxy Statement, the 2023 Annual Report, and a proxy card.
The Company intends to hold its Annual Stockholders Meeting in person. The Company will also provide a non-interactive broadcast of the meeting via the Internet. Please monitor the Company’s Annual Meeting website atwww.securitynational.com/annualmeeting for updated information. As always, the Company encourages you to vote your shares prior to the Annual Meeting.
Your vote is important. Regardless of whether you plan to attend the Annual Meeting, please promptly submit your proxy over the Internet by following the instructions found on your notice. As an alternative, you may follow the procedures outlined in your notice to request a paper proxy card to submit your vote by mail.
Thank you for your support of Security National Financial Corporation. We look forward to your attendance at the Annual Meeting.
Sincerely yours,
/s/ Scott M. Quist
Scott M. Quist
Chairman of the Board, President, and Chief Executive Officer
433 Ascension Way, 6 th Floor,
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 21, 2024
Dear Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Security National Financial Corporation (the “Company”), a Utah corporation, will be held on Friday, June 21, 2024, at 433 Ascension Way, 1 st Floor, Salt Lake City, Utah 84123, beginning at 10:00 a.m., Mountain Daylight Time, to consider and act upon the following:
| 1. | To elect a Board of Directors consisting of ten directors (four directors to be elected exclusively by the Class A common stockholders voting separately as a class, and the remaining six directors to be elected by the Class A and Class C common stockholders voting together) to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified; |
| 3. | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2024; and |
| 4. | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.
The Board of Directors has fixed the close of business on April 15, 2024, as the record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. A list of such stockholders will be available for examination by a stockholder for any purpose relevant to the meeting during ordinary business hours at the offices of the Company at 433 Ascension Way, 6th Floor, Salt Lake City, Utah 84123 during the 20 days prior to the meeting.
By order of the Board of Directors,
/s/ Jeffrey R. Stephens
Jeffrey R. Stephens
Senior General Counsel and Secretary
April 19, 2024
Salt Lake City, Utah
Important Notice Regarding the Availability of Proxy Materials for the Security National Financial Corporation
Annual Meeting to be held on June 21, 2024
The Proxy Statement and the Company’s 2023 Annual Report are available at
www.securitynational.com/shareholders
Security National Financial Corporation
Proxy Statement
TABLE OF CONTENTS
| General Information | 1 |
|---|---|
| Record Date and Voting Information | 1 |
| Internet Availability of Proxy Materials | 2 |
| Voting Shares at the Annual Meeting | 2 |
| Plan for Annual Meeting | 3 |
| Proposal 1 - Election of Directors | 3 |
| The Nominees | 3 |
| The Board of Directors, Board Committees, and Meetings | 6 |
| Executive Officers | 8 |
| Corporate Governance | 9 |
| Compensation of Executive Officers and Directors | 10 |
| Summary Compensation Table | 10 |
| Supplemental All Other Compensation Table | 11 |
| Grants of Plan-Based Awards | 11 |
| Outstanding Equity Awards | 12 |
| Option Awards Vesting Schedule | 14 |
| Compliance with Section 16(a) of the Securities Exchange Act of 1934 | 22 |
| Security Ownership of Certain Beneficial Owners and Management | 23 |
| Report of the Compensation Committee | 25 |
| Report of the Audit Committee | 26 |
| Proposal 2 - Ratification of Appointment of Independent Registered Public Accountants | 27 |
433 Ascension Way, 6th Floor
PROXY STATEMENT
For Annual Meeting of Stockholders To
Be Held on Friday, June 21, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.