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BH > SEC Filings for BH > Form 8-K on 5-Apr-2013All Recent SEC Filings

Show all filings for BIGLARI HOLDINGS INC. | Request a Trial to NEW EDGAR Online Pro



Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 4, 2013, the Company held its Annual Meeting of Shareholders (the "Meeting"). The total number of shares of the Company's common stock voted in person or by proxy at the Meeting was 1,333,295, representing approximately 92.99% of the 1,433,726 shares outstanding and entitled to vote at the Meeting. The matters voted on by shareholders and the number of (and percentage of shares voted at the Meeting represented by) 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

              Sardar Biglari       983,248 (89.03%)   121,173 (10.97%)

              Philip L. Cooley     995,805 (90.17%)   108,616 (9.83%)

              Kenneth R. Cooper    890,218 (80.60%)   214,203 (19.40%)

              William L. Johnson   969,347 (87.77%)   135,074 (12.23%)

              James P. Mastrian    981,507 (88.87%)   122,914 (11.13%)

              Ruth J. Person       859,063 (77.78%)   245,358 (22.22%)

There were 228,874 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 the 2013 fiscal year:

1,214,204 (91.06%) 16,136 (1.21%) 102,955 (7.72%) For Against Abstentions

Proposal 3. To vote on a non-binding advisory resolution to approve the compensation of the Company's Named Executive Officers, as described in the Company's proxy statement with respect to the Meeting:

367,672 (33.29%) 505,345 (45.75%) 231,404 (20.95%) 228,874 For Against Abstentions Non-votes

Proposal 4. To vote on a non-binding advisory resolution to determine the frequency (whether annual, biennial or triennial) with which shareholders of the Company shall be entitled to have an advisory vote on executive compensation:

331,279 (29.99%) 5,813 (0.52%) 538,341 (48.74%) 228,988 (20.73%) 3 Years 2 Years 1 Year Abstentions

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