SECURITY NATIONAL FINANCIAL CORPORATION
5300 South 360 West, Suite 250
Salt Lake City, Utah 84123
PROXY STATEMENT
Annual Meeting of Stockholders
To Be Held on July 23, 2002
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Security National Financial Corporation
(the "Company") for use at the Annual Meeting of Stockholders to be held on July
23, 2002, at 5300 South 360 West, Suite 250, Salt Lake City, Utah, at 11:30
a.m., Mountain Daylight Time, or at any adjournment or postponements thereof
(the "Annual Meeting"). The shares covered by the enclosed Proxy, if such is
properly executed and received by the Board of Directors prior to the meeting,
will be voted in favor of the proposals to be considered at the Annual Meeting,
and in favor of the election of the nominees to the Board of Directors (two
nominees to be elected by the Class A common stockholders voting separately as a
class and five nominees to be elected by the Class A and Class C common
stockholders voting together) as listed unless such Proxy specifies otherwise,
or the authority to vote in the election of directors is withheld. A Proxy may
be revoked at any time before it is exercised by giving written notice to the
Secretary of the Company at the above address. Stockholders may vote their
shares in person if they attend the Annual Meeting, even if they have executed
and returned a Proxy. This Proxy Statement and accompanying Proxy Card are being
mailed to stockholders on or about June 3, 2002.
Your vote is important. Please complete and return the Proxy Card so your
shares can be represented at the Annual Meeting, even if you plan to attend in
person.
If a shareholder wishes to assign a proxy to someone other than the
Directors' Proxy Committee, all three names appearing on the Proxy Card must be
crossed out and the name(s) of another person or persons (not more than three)
inserted. The signed card must be presented at the meeting by the person(s)
representing the shareholder.
The cost of this solicitation will be borne by the Company. The Company may
reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation materials to such
beneficial owners. Proxies may also be solicited by certain of the Company's
directors, officers, and regular employees, without additional compensation.
The matters to be brought before the Annual Meeting are (1) to elect
directors to serve for the ensuing year; (2) to ratify the appointment of Tanner
+ Co. as the Company's independent accountants for the fiscal year ending
December 31, 2002; and (3) any other business as may properly come before the
Annual Meeting.
VOTING SECURITIES
Only holders of record of Common Stock at the close of business on May 20,
2002, will be entitled to vote at the Annual Meeting. As of March 31, 2002,
there were issued and outstanding 4,068,875 shares of Class A Common Stock,
$2.00 par value per share, and 6,045,098 shares of Class C Common Stock $.20 par
value per share resulting in a total of 10,113,973 shares of both Class A and
Class C Common Stock outstanding. A majority of the outstanding shares
(5,056,988) of Class A and Class C Common Stock will constitute a quorum for the
transaction of business at the meeting.
The holders of each class of Common Stock of the Company are entitled to
one vote per share. Cumulative voting is not permitted in the election of
directors.
SECURITY NATIONAL FINANCIAL CORPORATION
5300 South 360 West, Suite 250
Salt Lake City, Utah 84123
June 3, 2002
Dear Stockholder:
On behalf of the Board of Directors, it is my pleasure to invite you to
attend the Annual Meeting of Stockholders of Security National Financial
Corporation (the "Company") to be held on July 23, 2002, at 11:30 a.m., Mountain
Daylight Time, at 5300 South 360 West, Suite 250, Salt Lake City, Utah.
The matters to be addressed at the meeting will include (1) the election of
seven directors; (2) to ratify the appointment of Tanner + Co. as the Company's
independent accountants for the fiscal year ending December 31, 2002; and (3) to
report on the business activities of the Company and answer any stockholder
questions.
Your vote is very important. We hope you will take a few minutes to review
the Proxy Statement and complete, sign, and return your Proxy Card in the
envelope provided, even if you plan to attend the meeting. Please note that
sending us your Proxy will not prevent you from voting in person at the meeting,
should you wish to do so.
Thank you for your support of Security National Financial Corporation. We
look forward to seeing you at the Annual Stockholders Meeting.
Sincerely yours,
SECURITY NATIONAL
FINANCIAL CORPORATION
George R. Quist,
Chairman of the Board, President,
and Chief Executive Officer
SECURITY NATIONAL FINANCIAL CORPORATION
5300 South 360 West, Suite 250
Salt Lake City, Utah 84123
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Security
National Financial Corporation (the "Company"), a Utah corporation, will be held
on July 23, 2002, at 5300 South 360 West, Suite 250, Salt Lake City, Utah, at
11:30 a.m., Mountain Daylight Time, to consider and act upon the following:
1. To elect a Board of Directors consisting of seven directors (two
directors to be elected exclusively by the Class A common stockholders
voting separately as a class and the remaining five directors to be
elected by the Class A and Class C common stockholders voting
together) to serve until the next Annual Meeting of Stockholders or
until their successors are elected and qualified;
2. To ratify the appointment of Tanner + Co. as the Company's independent
accountants for the fiscal year ending December 31, 2002;
3. To transact such other business as may properly come before the
meeting or any adjournment 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 May 20, 2002, as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. A PROXY STATEMENT AND
PROXY CARD ARE ENCLOSED HEREWITH. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE PAID
ENVELOPE SO THAT YOUR SHARES MAY BE VOTED AT THE MEETING. THE GIVING OF A PROXY
WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
By order of the Board of Directors,
G. Robert Quist
Vice President and Secretary
June 3, 2002
Salt Lake City, Utah
The Company's Articles of Incorporation provide that the Class A common
stockholders and Class C common stockholders have different voting rights in the
election of directors. The Class A common stockholders voting separately as a
class will be entitled to vote for two of the seven directors to be elected (the
nominees to be voted upon by the Class A stockholders separately consist of
Messrs. H. Craig Moody and Scott M. Quist).
The remaining five directors will be elected by the Class A and Class C
common stockholders voting together (the nominees to be so voted upon consist of
Messrs. Charles L. Crittenden, Robert G. Hunter, M.D, George R. Quist, J. Lynn
Beckstead, Jr. and Norman G. Wilbur). For the other business to be conducted at
the Annual Meeting, the Class A and Class C common stockholders will vote
together, one vote per share. Class A common stockholders will receive a
different form of Proxy than the Class C common stockholders.
ELECTION OF DIRECTORS
Proposal 1
There are three committees of the Board of Directors, which meet
periodically during the year: the Audit Committee, the Compensation Committee,
and the Executive Committee. The Board of Directors does not have a Nominating
Committee.
The Compensation Committee is responsible for recommending to the Board of
Directors for approval the annual compensation of each executive officer of the
Company and the executive officers of the Company's subsidiaries, developing
policy in the areas of compensation and fringe benefits, contributions under the
Employee Stock Ownership Plan, contribution under the 401(k) Retirement Savings
Plan, granting of options under the stock option plans, and creating other
employee compensation plans. The Compensation Committee consists of Messrs.
Charles L. Crittenden, Norman G. Wilbur, and George R. Quist. During 2001, the
Compensation Committee met on two occasions.
The Audit Committee directs the auditing activities of the Company's
internal auditors and outside public accounting firm and approves the services
of the outside public accounting firm. The Audit Committee consists of Messrs.
Charles L. Crittenden, H. Craig Moody, and Norman G. Wilbur. During 2001, the
Audit Committee met on two occasions.
The Executive Committee reviews Company policy, major investment activities
and other pertinent transactions of the Company. The Executive Committee
consists of Messrs. George R. Quist, Scott M. Quist, and H. Craig Moody. During
2001, the Executive Committee met on two occasions.
During 2001, there were five meetings of the Company's Board of Directors.
The Company's Bylaws provide that the Board of Directors shall consist of
not less than three nor more than eleven members. The term of office of each
director is for a period of one year or until the election and qualification of
his successor. A director is not required to be a resident of the State of Utah
but must be a stockholder of the Company.
The size of the Board of Directors of the Company for the coming year is
seven members. Unless authority is withheld by your Proxy, it is intended that
the Common Stock represented by your Proxy will be voted for the respective
nominees listed below. If any nominee should not serve for any reason, the Proxy
will be voted for such person as shall be designated by the Board of Directors
to replace such nominee. The Board of Directors has no reason to expect that any
nominee will be unable to serve. There is no arrangement between any of the
nominees and any other person or persons pursuant to which he was or is to be
selected as a director. There is no family relationship between or among any of
the nominees, except that Scott M. Quist is the son of George R. Quist.
The Nominees
The nominees to be elected by the holders of Class A Common Stock are as
follows:
Name Age Director Since Position(s) with the Company
------------ --- ---------------- ----------------------------
H. Craig Moody 48 September 1995 Director
Scott M. Quist 48 May 1986 First Vice President,
General Counsel, Chief
Operating Officer and
Director
The nominees for election by the holders of Class A and Class C Common
Stock, voting together, are as follows:
Name Age Director Since Position(s) with the Company
------------ --- ---------------- ----------------------------
J. Lynn Beckstead, Jr. 46 March 2002 Vice President and Director
Charles L. Crittenden 82 October 1979 Director
Robert G. Hunter, M.D. 42 October 1998 Director
George R. Quist 81 October 1979 Chairman of the Board,
President and Chief
Executive Officer
Norman G. Wilbur 63 October 1998 Director
The following is a description of the business experience of each of the
nominees and directors.
George R. Quist has been Chairman of the Board, President and Chief Executive
Officer of the Company since October 1979. Mr. Quist has also served as Chairman
of the Board, President and Chief Executive Officer of Southern Security Life
Insurance Company since December 1998. From 1960 to 1964, he was Executive Vice
President and Treasurer of Pacific Guardian Life Insurance Company. From 1946 to
1960, he was an agent, District Manager and Associate General Agent for various
insurance companies. Mr. Quist also served from 1981 to 1982 as the President of
The National Association of Life Companies, a trade association of 642 life
insurance companies, and from 1982 to 1983 as its Chairman of the Board.
Scott M. Quist has been First Vice President, General Counsel and a director of
the Company since May 1986 and its Chief Operating Officer since October 2001.
Mr. Quist has also served as First Vice President, General Counsel and a
director of Southern Security Life Insurance Company since December 1998 and its
Chief Operating Officer since October 2001. From 1980 to 1982, Mr. Quist was a
tax specialist with Peat, Marwick, Mitchell, & Co., in Dallas, Texas. From 1986
to 1991, he was Treasurer and a director of The National Association of Life
Companies, a trade association of 642 insurance companies until its merger with
the American Council of Life Companies. Mr. Quist has been a member of the Board
of Governors of the Forum 500 Section (representing small insurance companies)
of the American Council of Life Insurance. Mr. Quist has also served as a
regional director of Key Bank of Utah since November 1993. Mr. Quist is
currently a director and immediate past president of the National Alliance of
Life Companies, a trade association of over 200 life companies.
J. Lynn Beckstead, Jr. has been a Vice President and a director of the Company
since March 2002. Mr. Beckstead has also served as Vice President and a director
of Southern Security Life Insurance Company since March 2002. In addition, he is
President of Security National Mortgage Company, an affiliate of the Company,
and has served in this position since July 1993. From 1980 to 1993, Mr.
Beckstead was Vice President and a director of Republic Mortgage Corporation.
From 1983 to 1990, Mr. Beckstead was Vice President and a director of Richards
Woodbury Mortgage Corporation. From 1980 to 1983, he was a principal broker for
Boardwalk Properties. From 1978 to 1980, Mr. Beckstead was a residential loan
officer for Medallion Mortgage Company. From 1977 to 1978, he was a residential
construction loan manager of Citizens Bank.
Charles L. Crittenden has been a director of the Company since October 1979. Mr.
Crittenden has also served as a director of Southern Security Life Insurance
Company since December 1998. Mr. Crittenden has been sole stockholder of
Crittenden Paint & Glass Company since 1958. He is also an owner of Crittenden
Enterprises, a real estate development company and Chairman of the Board of
Linco, Inc.
Robert G. Hunter, M.D. has been a director of the Company since October 1998.
Dr. Hunter has also served as a director of Southern Security Life Insurance
Company since December 1998. Dr. Hunter is currently a practicing physician in
private practice. Dr. Hunter created the State Wide E.N.T. Organization (Rocky
Mountain E.N.T., Inc.) where he is currently a member of the Executive
Committee. He is Chairman of Surgery at Cottonwood Hospital, a delegate to the
Utah Medical Association and a delegate representing Utah to the American
Medical Association, and a member of several medical advisory boards.
H. Craig Moody has been a director of the Company since September 1995. Mr.
Moody has also served as a director of Southern Security Life Insurance Company
since December 1998. Mr. Moody is owner of Moody & Associates, a political
consulting and real estate company. He is a former Speaker and House Majority
Leader of the House of Representatives of the State of Utah.
Norman G. Wilbur has been a director of the Company since October 1998. Mr.
Wilbur has also served as a director of Southern Security Life Insurance Company
since December 1998. Mr Wilbur worked for J.C. Penny's regional offices in
budget and analysis. His final position was Manager of Planning and Reporting
for J.C. Penney's stores. After 36 years with J.C. Penny's, he took an option of
an early retirement in 1997. Mr. Wilbur is a past board member of a homeless
organization in Plano, Texas.
Executive Officers
The following table sets forth certain information with respect to the executive
officers of the Company (the business biographies for the first two individuals
are set forth above):
Name Age Title
------------- -------- ----------
George R. Quist1 81 Chairman of the Board, President
and Chief Executive Officer
Scott M. Quist1 48 First Vice President, General Counsel
and Chief Operating Officer
G. Robert Quist1 50 Vice President and Secretary
Stephen M. Sill 56 Vice President and Treasurer
1George R. Quist is the father of Scott M. Quist and G. Robert Quist.
Stephen M. Sill has been Vice President, Treasurer and Chief Financial Officer
of the Company since March 2002. He has been a Vice President, Treasurer and
Chief Financial Officer of Southern Security Life Insurance Company since March
2002. From 1997 to 2002, Mr. Sill was Vice President and Controller of the
Company. From 1998 to 2002, Mr. Sill also served as Vice President and
Controller of Southern Security Life Insurance Company. From 1994 to 1997 Mr.
Sill was Vice President and Controller of Security National Life Insurance
Company. From 1989 to 1993, he was Controller of Flying J, Inc. From 1978 to
1989, Mr. Sill was Senior Vice President and Controller of Surety Life Insurance
Company. From 1975 to 1978, he was Vice President and Controller of Sambo's
Restaurant, Inc. From 1974 to 1975, Mr. Sill was Director of Reporting of
Northwest Pipeline Corporation. From 1970 to 1974, he was an auditor with Arthur
Andersen & Co. Mr. Sill is a director of the Insurance Accounting and Systems
Association (IASA), a national association of over 1,300 insurance companies and
associate members.
G. Robert Quist has been Vice President and Secretary of the Company since March
2002. Mr. Quist has also been a director of Southern Security Life Insurance
Company since April 1999 and its Vice President and Secretary since March 2002.
He has served as President and a director of Big Willow Water Company since 1987
and as a director of Investors Equity Life Insurance Company of Hawaii from 1986
to 1988. He has also served as Secretary-Treasurer and a director of the Utah
Cemetery Association since 1987.
The Board of Directors of the Company has a written procedure which
requires disclosure to the board of any material interest or any affiliation on
the part of any of its officers, directors or employees which is in conflict or
may be in conflict with the interests of the Company.
No director, officer or 5% stockholder of the Company or its subsidiaries,
or any affiliate thereof has had any transactions with the Company or its
subsidiaries during 2001 or 2000.
Each of the directors of the Company are directors of Southern Security
Life Insurance Company, which has a class of equity securities registered under
the Securities Exchange Act of 1934, as amended. In addition, Scott M. Quist is
a director of Key Bank of Utah.
All directors of the Company hold office until the next annual meeting of
stockholders, or until their successors have been elected and qualified.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth security ownership information of the Company's
Class A and Class C Common Stock as of March 31, 2002, (i) for persons who own
beneficially more than 5% of the Company's outstanding Class A or Class C Common
Stock, (ii) each director of the Company, and (iii) for all executive officers
and directors of the Company as a group.
Class A Class C Class A and Class C
Common Stock Common Stock Common Stock
------------ ------------ ------------
Amount Amount Amount
Name and Address of Beneficially Percent Beneficially Percent Beneficially Percent
Beneficial Owner(1) Owned of Class Owned of Class Owned of Class
- -------------------- ------- -------- ----- -------- ----- --------
George R. Quist (2) 274,368 6.2% 244,613 4.1% 518,481 4.9%
George R. and Shirley C. Quist 360,927 8.2% 2,900,049 48.0% 3,260,976 31.2%
Family Partnership, Ltd. (3)
Employee Stock Ownership Plan (4) 577,402 13.1% 1,341,575 22.2% 1,918,977 18.4%
Scott M. Quist (5) 254,370 5.8% 89,200 1.5% 343,570 3.3%
Associated Investors (6) 80,162 1.8% 566,341 9.4% 646,503 6.2%
J. Lynn Beckstead, Jr. (7) 31,311 * 1,658 * 21,944 *
Charles L. Crittenden (8) 2,914 * 206,997 3.4% 208,808 2.0%
Robert G. Hunter, M.D. (9) 3,295 * -0- * 2,192 *
H. Craig Moody (10) 1,902 * -0- * 799 *
Norman G. Wilbur (11) 2,147 * -0- * 1,044 *
All directors and
executive officers
(9 persons) (12) 1,024,706 23.3% 3,503,377 58.0% 4,528,083 43.4%
*Less than 1%
(1) The address for George R. Quist and the George R. and Shirley C. Quist
Family Partnership, Ltd, is 4491 Wander Lane, Salt Lake City, Utah 84124.
The address for the Employee Stock Ownership Plan and Associated Investors
is Security National Financial Corporation, 5300 South 360 West, Suite 250,
Salt Lake City, Utah 84123. The address for Scott M. Quist is 7 Wanderwood
Way, Sandy, Utah 84092. The address for Charles L. Crittenden is 2334
Filmore Avenue, Ogden, Utah 84401. The address for H. Craig Moody is 1782
East Faunsdale Drive, Sandy, Utah 84092. The address for Norman G. Wilbur
is 2520 Horseman Drive, Plano, Texas 75025. The address for Dr. Robert G.
Hunter is 2 Ravenwood Lane, Sandy, Utah 84092. The address for J. Lynn
Beckstead, Jr. is 190 North Matterhorn Drive, Alpine, Utah 84014.
(2) Includes 118,656 shares of Class A common stock which Mr. Quist has the
right to acquire within 60 days upon the exercise of stock options. Does
not include 577,402 shares of Class A Common Stock and 1,341,575 shares of
Class C Common Stock owned by the Company's Employee Stock Ownership Plan
(ESOP), of which George R. Quist is the trustee and accordingly, exercises
voting and investment powers with respect to such shares. Does not include
80,162 shares of Class A Common Stock and 566,341 shares of Class C Common
Stock owned by Associated Investors, a Utah general partnership, of which
George R. Quist is the managing partner and, accordingly, exercises voting
and investment powers with respect to such shares.
(3) This stock is owned by the George R. and Shirley C. Quist Family
Partnership, Ltd., of which Mr. Quist is a general partner.
(4) The trustee of the Employee Stock Ownership Plan (ESOP) is George R. Quist
who exercises voting and investment powers.
(5) Includes 139,306 shares of Class A common stock which Mr. Quist has the
right to acquire within 60 days upon the exercise of stock options. Does
not include 117,699 shares of Class A Common Stock owned by the Company's
401(k) Retirement Savings Plan, of which Scott M. Quist is a member of the
Investment Committee and, accordingly, exercises shared voting and
investment powers with respect to such shares.
(6) The managing partner of Associated Investors is George R. Quist, who
exercises voting and investment powers.
(7) Includes 11,025 shares of Class A common stock which Mr. Beckstead has the
right to acquire within 60 days upon the exercise of stock options.
(8) Includes 1,103 shares of Class A common stock which Mr. Crittenden has the
right to acquire within 60 days upon the exercise of stock options.
(9) Includes 1,103 shares of Class A common stock which Dr. Hunter has the
right to acquire within 60 days upon the exercise of stock options.
(10) Includes 1,103 shares of Class A common stock which Mr. Moody has the right
to acquire within 60 days upon the exercise of stock options.
(11) Includes 1,103 shares of Class A common stock which Mr. Wilbur has the
right to acquire within 60 days upon the exercise of stock options.
(12) Includes 323,786 shares of Class A common stock which all directors and
executive officers have the right to acquire within 60 days upon the
exercise of stock options.
The Company's officers and directors, as a group, own beneficially
approximately 43.4% of the outstanding shares of the Company's Class A and Class
C Common Stock.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Executive Officer Compensation
The following table sets forth, for each of the last three fiscal years, the
compensation received by George R. Quist, the Company's President and Chief
Executive Officer, and all other executive officers (collectively, the "Named
Executive Officers") at December 31, 2001 whose salary and bonus for all
services in all capacities exceed $100,000 for the fiscal year ended December
31, 2001.
Summary Compensation Table
Annual Compensation Long-Term Compensation
----------------------------------------------------------------------------------------------------------
Awards Payouts
------------------------------------------------------------------
Other
Annual Restricted Securities Long-Term All Other
Compen- Stock Underlying Incentive Compensa-
Name and Principal PositionYear Salary($) Bonus($) sation($) (2) Awards($) Options/SARs(#) Payout($) tion($) (3)
- ------------------ ------------- --------- -------- ------------- --------- --------------- --------- -----------
George R. Quist (1) 2001 148,737 20,200 2,400 0 50,000 0 36,795
Chairman of the Board, 2000 147,204 20,200 2,400 0 50,000 0 5,281
President and Chief 1999 147,204 20,200 2,400 0 50,000 0 20,247
Executive Officer
William C. Sargent 2001 137,643 17,325 4,500 0 45,000 0 38,148
Senior Vice President, 2000 147,798 17,325 4,500 0 45,000 0 637
Secretary and 1999 148,058 17,325 4,500 0 45,000 0 16,879
Director
Scott M. Quist (1) 2001 152,525 20,000 7,200 0 35,000 0 34,727
First Vice President, 2000 140,400 18,770 7,200 0 35,000 0 637
General Counsel 1999 129,400 18,770 7,200 0 35,000 0 15,201
Treasurer and Director
(1) George R. Quist is the father of Scott M. Quist.
(2) The amounts indicated under "Other Annual Compensation" consist of payments
related to the operation of automobiles by the Named Executive Officers.
However, such payments do not include the furnishing of an automobile by
the Company to George R. Quist and Scott M. Quist nor the payment of
insurance and property taxes with respect to the automobiles operated by
the Named Executive Officers.
(3) The amounts indicated under "All Other Compensation" consist of (a) amounts
contributed by the Company into a trust for the benefit of the Named
Executive Officers under the Non-qualified Deferred Compensation Plan (for
fiscal 2001, such amounts were George R. Quist, $32,077; William C.
Sargent, $37,523; and Scott M. Quist, $34,102); (b) insurance premiums paid
by the Company with respect to a group life insurance plan for the benefit
of the Named Executive Officers (for fiscal 2001, $1,911 was paid for all
Named Executive Officers as a group, or $637 each for George R. Quist,
William C. Sargent and Scott M. Quist); and (c) life insurance premiums
paid by the Company for the benefit of the family of George R. Quist
($4,644). The amounts under "All Other Compensation" do not include the no
interest loan in the amount of $172,000 that the Company made to George R.
Quist on April 29, 1998, to exercise stock options.
The following table sets forth information concerning the exercise of options to
acquire shares of the Company's Common Stock by the Named Executive Officers
during the fiscal year ended December 31, 2001, as well as the aggregate number
and value of unexercised options held by the Named Executive Officers on
December 31, 2001.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
Number of Securities Underlying Value of Unexercised
Unexercised Options/SARs In-the-Money Options/SARs at
at December 31, 2001(#) December 31, 2001($)
----------------------- --------------------
Shares Acquired Value
Name on Exercise(#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------------- ------------ ----------- ------------- ----------- -------------
George R. Quist -0- $0 182,471 42,000 $0 $ 408
William C. Sargent -0- $0 261,292 42,000 $0 $10,008
Scott M. Quist -0- $0 139,306 42,000 $0 $10,008
Retirement Plans
George R. Quist, who has been Chairman, President and Chief Executive Officer of
the Company since 1979, has a Deferred Compensation Agreement, dated December 8,
1988, with the Company (the "Compensation Agreement"). This Compensation
Agreement was amended effective January 2, 2001, to reflect the following
benefits. The employment agreements between the Company and George R. Quist be
amended to adjust for inflation in accordance with the United States Consumer
Index commencing January 2, 2002, and for each year thereafter of the term of
the agreement and that for the year 2001 the adjustment for his retirement is
$60,000 per year instead of $50,000 per year. The agreements shall also be
amended to provide his spouse, in the event of his pre-mature death, with health
insurance coverage equivalent to that carried on executive personnel with the
coverage for the entire period of the agreement. In the event of death of George
R. Quist and his spouse prior to the expiration of the terms of the agreement,
payments shall be paid to his estate or as otherwise directed by him in writing.
The Compensation Agreement further provides that the Board of Directors may
elect to pay the entire amount of deferred compensation in the form of a single
lump-sum payment or other installment payments, so long as the term of such
payments do not exceed 10 years. However, in the event Mr. Quist's employment
with the Company is terminated for any reason other than retirement, death or
disability, the entire deferred compensation shall be forfeited by him. The
Company has accrued a liability for the Compensation Agreement at December 31,
2001 of $276,441.
William C. Sargent, recently deceased, who was the former Senior Vice President
and Secretary of the Company, had a Deferred Compensation Agreement dated April
15, 1994, with the Company (the "Compensation Agreement"). This Compensation
Agreement was amended effective January 2, 2001, to reflect the following
benefits. The employment agreement between the Company and William C. Sargent be
amended to adjust for inflation in accordance with the United States Consumer
Index commencing January 2, 2002, and for each year thereafter of the term of
the agreement and that for the year 2001 the adjustment for his retirement is
$60,000 per year instead of $50,000 per year. The agreements shall also be
amended to provide his spouse, in the event of his pre-mature death, with health
insurance coverage equivalent to that carried on executive personnel with the
coverage for the entire period of the agreement. In the event of death of
William C. Sargent and his spouse prior to the expiration of the terms of the
agreement, payments shall be paid to his estate or as otherwise directed by him
in writing.
The Compensation Agreement further provides that the Board of Directors may
elect to pay the entire amount of deferred compensation in the form of a single
lump-sum payment or other installment payments, so long as the term of such
payments do not exceed 10 years. The Company has accrued a liability for the
Compensation Agreement at December 31, 2001 in the amount of $394,639 and has
begun making payments to Mr. Sargent's spouse.
Employment Agreement
The Company maintains an employment agreement with Scott M. Quist. The
agreement, which has a five year term, was entered into in 1996, and renewed in
1997. Under the terms of the agreement, Mr. Quist is to devote his full time to
the Company serving as its First Vice President, General Counsel and Chief
Operating Officer at not less than his current salary and benefits, and to
include $1,000,000 of life insurance protection. In the event of disability, Mr.
Quist's salary would be continued for up to 5 years at 50% of its current level.
In the event of a sale or merger of the Company, and Mr. Quist were not retained
in his current position, the Company would be obligated to continue Mr. Quist's
current compensation and benefits for seven years following the merger or sale.
Director Compensation
Directors of the Company (but not including directors who are employees) are
paid a director's fee of $10,200 per year by the Company for their services and
are reimbursed for their expenses in attending board and committee meetings. No
additional fees are paid by the Company for committee participation or special
assignments. However, each director is provided with an annual grant of stock
options to purchase 1,000 shares of Class A Common Stock under the 2000 Director
Stock Option Plan.
Employee 401(k) Retirement Savings Plan
In 1995, the Company's Board of Directors adopted a 401(k) Retirement Savings
Plan. Under the terms of the 401(k) plan, effective as of January 1, 1995, the
Company may make discretionary employer matching contributions to its employees
who choose to participate in the plan. The plan allows the board to determine
the amount of the contribution at the end of each year. The Board adopted a
contribution formula specifying that such discretionary employer matching
contributions would equal 50% of the participating employee's contribution to
the plan to purchase Company stock up to a maximum discretionary employee
contribution of 1/2% of a participating employee's compensation, as defined by
the plan.
All persons who have completed at least one year's service with the Company and
satisfy other plan requirements are eligible to participate in the 401(k) plan.
All Company matching contributions are invested in the Company's Class A Common
Stock. The Company's matching contributions for 2001, 2000, and 1999 were
approximately $18,458, $0, and $3,858 respectively. Also, the Company may
contribute to, at the discretion of the Company's Board of Directors, an
Employer Profit Sharing plan. The Employer Profit Sharing Contribution shall be
divided among three different classes of participants in the plan based upon the
participant's title and longivity in the Company. All amounts contributed to the
plan are deposited into a trust fund administered by an independent trustee. The
Company's contributions to the plan for 2001, 2000 and 1999, were $260,350, $0
and $130,958, respectively.
Employee Stock Ownership Plan
Effective January 1, 1980, the Company adopted an employee stock ownership plan
(the "Ownership Plan") for the benefit of career employees of the Company and
its subsidiaries. The following is a description of the Ownership Plan, and is
qualified in its entirety by the Ownership Plan, a copy of which is available
for inspection at the Company's offices.
Under the Ownership Plan, the Company has discretionary power to make
contributions on behalf of all eligible employees into a trust created under the
Ownership Plan. Employees become eligible to participate in the Ownership Plan
when they have attained the age of 19 and have completed one year of service (a
twelve-month period in which the Employee completes at least 1,040 hours of
service). The Company's contributions under the Ownership Plan are allocated to
eligible employees on the same ratio that each eligible employee's compensation
bears to total compensation for all eligible employees during each year. To
date, the Ownership Plan has approximately 107 participants and had $191,557
contributions payable to the Plan in 2001. Benefits under the Ownership Plan
vest as follows: 20% after the third year of eligible service by an employee, an
additional 20% in the fourth, fifth, sixth and seventh years of eligible service
by an employee.
Benefits under the Ownership Plan will be paid out in one lump sum or in
installments in the event the employee becomes disabled, reaches the age of 65,
or is terminated by the Company and demonstrates financial hardship. The
Ownership Plan Committee, however, retains discretion to determine the final
method of payment. Finally, the Company reserves the right to amend or terminate
the Ownership Plan at any time. The trustee of the trust fund under the
Ownership Plan is Mr. George R. Quist, who serves as a director of the Company.
Deferred Compensation Plan
In 2001, the Company's Board of Directors adopted a Deferred Compensation Plan.
Under the terms of the Deferred Compensation Plan, the Company will provide
deferred compensation for a select group of management or highly compensated
employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the
Employee Retirement Income Security Act of 1974, as amended. The board has
appointed a committee of the Company to be the plan administrator and to
determine the employees who are eligible to participate in the plan. The
employees who participate may elect to defer a portion of their compensation
into the plan. The Company may contribute into the plan at the discretion of the
Company's Board of Directors. The Company's contribution for 2001 was $220,038.
1987 Incentive Stock Option Plan
In 1987, the Company adopted the 1987 Incentive Stock Option Plan (the 1987
Plan). The 1987 Plan provides that shares of the Class A Common Stock of the
Company may be optioned to certain officers and key employees of the Company.
The Plan establishes a Stock Option Plan Committee which selects the employees
to whom the options will be granted and determines the price of the stock. The
Plan establishes the minimum purchase price of the stock at an amount which is
not less than 100% of the fair market value of the stock (110% for employees
owning more than 10% of the total combined voting power of all classes of
stock).
The Plan provides that if additional shares of Class A Common Stock are issued
pursuant to a stock split or a stock dividend, the number of shares of Class A
Common Stock then covered by each outstanding option granted hereunder shall be
increased proportionately with no increase in the total purchase price of the
shares then so covered, and the number of shares of Class A Common Stock
reserved for the purpose of the Plan shall be increased by the same proportion.
In the event that the shares of Class A Common Stock of the Company from time to
time issued and outstanding are reduced by a combination of shares, the number
of shares of Class A Common Stock then covered by each outstanding option
granted hereunder shall be reduced proportionately with no reduction in the
total price of the shares then so covered, and the number of shares of Class A
Common Stock reserved for the purposes of the Plan shall be reduced by the same
proportion.
The Plan terminated in 1997 and options granted are non-transferable. The Plan
permits the holder of the option to elect to receive cash, amounting to the
difference between the option price and the fair market value of the stock at
the time of the exercise, or a lesser amount of stock without payment, upon
exercise of the option.
1993 Stock Option Plan
On June 21, 1993, the Company adopted the Security National Financial
Corporation 1993 Stock Incentive Plan (the "1993 Plan"), which reserves shares
of Class A Common Stock for issuance thereunder. The 1993 Plan was approved at
the annual meeting of the stockholders held on June 21, 1993. The 1993 Plan
allows the Company to grant options and issue shares as a means of providing
equity incentives to key personnel, giving them a proprietary interest in the
Company and its success and progress.
The 1993 Plan provides for the grant of options and the award or sale of stock
to officers, directors, and employees of the Company. Both "incentive stock
options," as defined under Section 422A of the Internal Revenue Code of 1986
(the "Code"), and "non-qualified options" may be granted pursuant to the 1993
Plan. The exercise prices for the options granted are equal to or greater than
the fair market value of the stock subject to such options as of the date of
grant, as determined by the Company's Board of Directors. The options granted
under the 1993 Plan, were to reward certain officers and key employees who have
been employed by the Company for a number of years and to help the Company
retain these officers by providing them with an additional incentive to
contribute to the success of the Company.
The 1993 Plan is to be administered by the Board of Directors or by a committee
designated by the Board. The terms of options granted or stock awards or sales
effected under the 1993 Plan are to be determined by the Board of Directors or
its committee. The Plan provides that if the shares of Common Stock shall be
subdivided or combined into a greater or smaller number of shares or if the
Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the number of shares of Common Stock deliverable upon
the exercise of Options shall be increased or decreased proportionately, and
appropriate adjustments shall be made in the purchase price per share to reflect
such subdivision, combination or stock dividend. In addition, the number of
shares of Common Stock reserved for purposes of the Plan shall be adjusted by
the same proportion. No options may be exercised for a term of more than ten
years from the date of grant.
Options intended as incentive stock options may be issued only to employees, and
must meet certain conditions imposed by the code, including a requirement that
the option exercise price be no less than the fair market value of the option
shares on the date of grant. The 1993 Plan provides that the exercise price for
non-qualified options will be not less than at least 50% of the fair market
value of the stock subject to such option as of the date of grant of such
options, as determined by the Company's Board of Directors.
The 1993 Plan has a term of ten years. The Board of Directors may amend or
terminate the 1993 Plan at any time, subject to approval of certain
modifications to the 1993 Plan by the shareholders of the Company as may be
required by law or the 1993 Plan. On November 7, 1996, the Company amended the
Articles of Incorporation as follows: (i) to increase the number of shares of
Class A Common Stock reserved for issuance under the Plan from 300,000 Class A
shares to 600,000 Class A shares; and (ii) to provide that the stock subject to
options, awards and purchases may include Class C common stock.
On October 14, 1999, the Company amended the 1993 Plan to increase the number of
shares of Class A Common Stock reserved for issuance under the plan from 746,126
Class A shares to 1,046,126 Class A shares.
2000 Director Stock Option Plan
On October 16, 2000, the Company adopted the 2000 Directors Stock Option Plan
(the "Director Plan") effective November 1, 2000. The Director Plan provides for
the grant by the Company of options to purchase up to an aggregate of 50,000
shares of Class A Common Stock for issuance thereunder. The Director Plan
provides that each member of the Company's Board of Directors who is not an
employee or paid consultant of the Company automatically is eligible to receive
options to purchase the Company's Class A Common Stock under the Director Plan.
Effective as of November 1, 2000, and on each anniversary date thereof during
the term of the Director Plan, each outside director shall automatically receive
an option to purchase 1,000 shares of Class A Common Stock. In addition, each
new outside director who shall first join the Board after the effective date
shall be granted an option to purchase 1,000 shares upon the date which such
person first becomes an outside director and an annual grant of an option to
purchase 1,000 shares on each anniversary date thereof during the term of the
Director Plan. The options granted to outside directors shall vest in their
entirety on the first anniversary date of the grant. The primary purposes of the
Director Plan are to enhance the Company's ability to attract and retain
well-qualified persons for service as directors and to provide incentives to
such directors to continue their association with the Company.
In the event of a merger of the Company with or into another company, or a
consolidation, acquisition of stock or assets or other change in control
transaction involving the Company, each option becomes exercisable in full,
unless such option is assumed by the successor corporation. In the event the
transaction is not approved by a majority of the "Continuing Directors" (as
defined in the Director Plan), each option becomes fully vested and exercisable
in full immediately prior to the consummation of such transaction, whether or
not assumed by the successor corporation.
Report of the Audit Committee
The Company has an Audit Committee consisting of three non-management directors,
Charles L. Crittenden, H. Craig Moody, and Norman G. Wilbur. Each member of the
Audit Committee is considered independent and qualified in accordance with
applicable independent director and audit committee listing standards.
The Company's Board of Directors has adopted a written charter for the Audit
Committee.
During the year 2001, the Audit Committee met two times. The Audit Committee has
met with management and discussed the Company's internal controls, the quality
of the Company's financial reporting, the results of internal and external audit
examinations, and the audited financial statements. In addition, the Audit
Committee has met with the Company's independent auditors, Tanner + Co., and
discussed all matters required to be discussed by the auditors with the Audit
Committee under Statement on Auditing Standards No. 61 (communication with audit
committees). The Audit Committee received and discussed with the auditors their
annual written report on their independence from the Company and its management,
which is made under Independence Standards Board Standard No. 1 (independence
discussions with audit committees), and considered with the auditors whether the
provision of financial information systems design and implementation and other
non-audit services provided by them to the Company during 2001 was compatible
with the auditors' independence.
In performing these functions, the Audit Committee acts only in an oversight
capacity. In its oversight role, the Audit Committee relies on the work and
assurances of the Company's management, which is responsible for the integrity
of the Company's internal controls and its financial statements and reports, and
the Company's independent auditors, who are responsible for performing an
independent audit of the Company's financial statements in accordance with
general accepted auditing standards and for issuing a report on these financial
statements.
Pursuant to the reviews and discussions described above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, for filing with the Securities and Exchange Commission.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than 10% of any class of
the Company's common stock to file reports of ownership and periodic changes in
ownership of the Company's common stock with the Securities and Exchange
Commission. Such persons are also required to furnish the Company with copies of
all Section 16(a) reports they file.
Based solely on its review of the copies of stock reports received by it with
respect to fiscal 2001, or written representations from certain reporting
persons, the Company believes that all filing requests applicable to its
directors, officers and greater than 10% beneficial owners were compiled with,
except that (i) Dr. Robert G. Hunter, a director, through an oversight, filed
one late Form 4 covering three stock purchase transactions; and (ii) H. Craig
Moody, a director, through an oversight, filed one late Form 4 covering one
stock purchase transaction.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Proposal 2
The independent public accounting firm of Tanner + Co. has been the
Company's independent accountants since December 31, 1999. The Audit Committee
has recommended and the Board of Directors has appointed Tanner + Co. for
purposes of auditing the consolidated financial statements of the Company for
the fiscal year ending December 31, 2002. It is anticipated that representatives
of Tanner + Co. will be present at the Annual Meeting and will be provided an
opportunity to make a statement if they desire, and to be available to respond
to appropriate questions.
The Board of Directors recommends that stockholders vote "FOR" ratification
of the appointment of Tanner + Co. as the Company's independent accountants for
fiscal year ending December 31, 2002.
AUDIT FEES, FINANCIAL INFORMATION SYSTEMS DESIGN
AND IMPLEMENTATION FEES AND ALL OTHER FEES
Fees for the year 2001 annual audit and related quarterly reviews were
approximately $157,000. There were no other fees during 2001.
OTHER MATTERS
The Company knows of no other matters to be brought before the Annual
Meeting, but if other matters properly come before the meeting, it is the
intention of the persons named in the enclosed form of Proxy to vote the shares
they represent in accordance with their judgment.
ANNUAL REPORT AND FINANCIAL STATEMENTS
You are referred to the Company's annual report, including financial
statements, for the fiscal year ended December 31, 2001. The annual report is
incorporated in this Proxy Statement and is not to be considered part of the
soliciting material. The Company will provide, without charge to each
stockholder upon written request, a copy of the Company's Annual Report Form
10-K as filed with the Securities and Exchange Commission for the fiscal year
ended December 31, 2001. Such requests should be directed to Mr. G. Robert
Quist, Vice President and Secretary, at P.O. Box 57250, Salt Lake City, Utah
84157-0250.
DEADLINE FOR RECEIPT OF STOCKHOLDER'S PROPOSALS
FOR ANNUAL MEETING TO BE HELD IN JULY 2003
Any proposal by a stockholder to be presented at the Company's next Annual
Meeting of Stockholders expected to be held in July 2003 must be received at the
offices of the Company, P.O. Box 57250, Salt Lake City, Utah 84157-0250, no
later than March 31, 2003.
By order of the Board of Directors,
G. Robert Quist
Vice President and Secretary
June 3, 2002
Salt Lake City, Utah
PROXY - SECURITY NATIONAL FINANCIAL CORPORATION - PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
CLASS C COMMON STOCK
The undersigned Class C common stockholder of Security National Financial
Corporation (the "Company") acknowledges receipt of the Notice of Annual Meeting
of the Stockholders to be held on July 23, 2002, at 5300 South 360 West, Suite
250, Salt Lake City, Utah, at 11:30 a.m. Mountain Daylight Time, and hereby
appoints Messrs. George R. Quist, Scott M. Quist and G. Robert Quist, or any of
them, each with full power of substitution, as attorneys and proxies to vote all
the shares of the undersigned at said Annual Meeting of Stockholders and at all
adjournments or postponements thereof, hereby ratify and confirm all that said
attorneys and proxies may do or cause to be done by virtue hereof. The
above-named attorneys and proxies are instructed to vote all of the
undersigned's shares as follows:
1. To elect five of the seven directors to be voted upon by Class A and Class
C common stockholders together:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
(INSTRUCTION: to withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below.)
J. Lynn Beckstead, Jr., Charles L. Crittenden, Robert G. Hunter, M.D.,
George R. Quist and Norman G. Wilbur
2. To ratify the appointment of Tanner + Co. as the Company's independent
accountants for the fiscal year ending December 31, 2002;
[ ] FOR [ ] AGAINST
3. To transact such other business as may properly come before the meeting or
any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
Dated _______________, 2002
______________________________________________
Signature of Stockholder
______________________________________________
Signature of Stockholder
Please sign your name exactly as it appears on your share certificate. If shares
are held jointly, each holder should sign. Executors, trustees, and other
fiduciaries should so indicate when signing. Please sign, date, and return this
Proxy Card immediately.
NOTE: Securities dealers or other representatives please state the number of
shares voted by this Proxy.
PROXY - SECURITY NATIONAL FINANCIAL CORPORATION - PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
CLASS A COMMON STOCK
The undersigned Class A common stockholder of Security National Financial
Corporation (the "Company") acknowledges receipt of the Notice of Annual Meeting
of the Stockholders to be held on July 23, 2002, at 5300 South 360 West, Suite
250, Salt Lake City, Utah, at 11:30 a.m., Mountain Daylight Time, and hereby
appoints Messrs. George R. Quist, Scott M. Quist and G. Robert Quist, or any of
them, each with full power of substitution, as attorneys and proxies to vote all
the shares of the undersigned at said Annual Meeting of Stockholders and at all
adjournments or postponements thereof, hereby ratify and confirming all that
said attorneys and proxies may do or cause to be done by virtue hereof. The
above-named attorneys and proxies are instructed to vote all of the
undersigned's shares as follows:
1. To elect two directors to be voted upon by Class A common stockholders
voting separately as a class:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
(INSTRUCTION: to withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below.)
H. Craig Moody and Scott M. Quist
2. To elect the remaining five directors to be voted upon by Class A and Class
C common stockholders together:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
(INSTRUCTION: to withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below.)
J. Lynn Beckstead, Jr., Charles L. Crittenden, Robert G. Hunter, M.D.,
George R. Quist and Norman G. Wilbur
3. To ratify the appointment of Tanner + Co. as the Company's independent
accountants for the fiscal year ending December 31, 2002;
[ ] FOR [ ] AGAINST
4. To transact such other business as may properly come before the meeting or
any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE NOMINEES LISTED IN PROPOSALS 1 AND 2 ABOVE AND FOR PROPOSAL 3.
Dated _______________________, 2002
________________________________________________
Signature of Stockholder
________________________________________________
Signature of Stockholder
Please sign your name exactly as it appears on your share certificate. If shares
are held jointly, each holder should sign. Executors, trustees, and other
fiduciaries should so indicate when signing. Please sign, date, and return this
Proxy Card immediately.
NOTE: Securities dealers or other representatives please state the number of
shares voted by this Proxy.