Attached files
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| EX-3.1 - ARTICLES OF AMENDMENT - BIGLARI HOLDINGS INC. | v180604_ex3-1.htm |
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 8,
2010
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BIGLARI
HOLDINGS INC.
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(Exact
Name of Registrant as Specified in
Charter)
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INDIANA
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0-8445
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37-0684070
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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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175
East Houston Street, Suite 1300
San
Antonio, Texas
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78205
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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:
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(317) 633-4100 |
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The
Steak n Shake Company
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On April
8, 2010, Biglari Holdings Inc., formerly known as The Steak n Shake Company (the
“Company”), filed Articles of Amendment to its Amended and Restated Articles of
Incorporation (the “Amendment”) with the Secretary of State of
Indiana. The Amendment deleted an unnecessary post office address,
removed nonessential detailed language about the business’s purpose and changed
the name of the Company from “The Steak n Shake Company” to “Biglari Holdings
Inc.”, effective immediately. The Amendment was approved by the
Company’s shareholders at the Company’s Annual Meeting of Shareholders,
discussed in Item 5.07 below.
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Item
5.07.
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Submission
of Matters to a Vote of Security
Holders.
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The
Company held its Annual Meeting of Shareholders on April 8, 2010 (the
“Meeting”). The total number of shares of the Company’s common stock, stated
value $0.50 per share, voted in person or by proxy at the Meeting was 1,268,591,
representing approximately 88.3% of the 1,436,145 shares outstanding and
entitled to vote at the Meeting. The number of votes cast for,
against or withheld, as well as abstentions, if applicable, with respect to each
matter is set out below. There were no broker non-votes with respect
to any matter voted upon at the Meeting.
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1.
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The
election of the nominees listed below as directors of the
Company:
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FOR
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WITHHOLD
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|||||||||
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Sardar
Biglari
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991,956
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23,569
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Philip
L. Cooley
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997,807
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17,718
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Ruth
J. Person
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1,005,540
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9,985
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||||||||
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William
J. Regan, Jr.
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1,005,735
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9,790
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John
W. Ryan
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1,000,265
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15,260
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2.
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The
ratification of 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 2010 fiscal year was
approved by 99.2% of the total
votes.
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1,257,901
(99.2%)
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6,306
(0.5%)
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4,384
(0.3%)
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FOR
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AGAINST
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ABSTAIN
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3.
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The
amendment to the Restated Articles of Incorporation of the Company to
delete an unnecessary post office address, remove nonessential detailed
language about the business’s purpose, and to change the name of the
holding company to Biglari Holdings Inc. was approved by 94.2% of the
total votes.
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1,194,744
(94.2%)
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68,066
(5.4%)
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5,781
(0.5%)
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FOR
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AGAINST
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ABSTAIN
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2
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Item
8.01.
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Other
Events.
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In
connection with the change of the Company’s name to Biglari Holdings Inc., the
Company’s stock ticker symbol on the New York Stock Exchange has changed from
“SNS” to “BH”, effective upon the commencement of trading on April 9,
2010. Shareholders do not need to exchange their stock
certificates.
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Item
9.01.
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Financial
Statements and Exhibits.
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d)
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Exhibits
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Exhibit
No.
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Descriptions
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3.1
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Articles
of Amendment to the Amended and Restated Articles of Incorporation of the
Company, dated April 8, 2010.
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3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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April
9, 2010
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BIGLARI
HOLDINGS INC.
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By:
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/s/
Duane E. Geiger
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Name:
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Duane
E. Geiger
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Title:
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Interim
Chief Financial Officer,
Vice
President, and Controller
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4
Exhibit
Index
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Exhibit
No.
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Descriptions
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3.1
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Articles
of Amendment to the Amended and Restated Articles of Incorporation of the
Company, dated April 8, 2010.
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5