As filed with the Securities and Exchange Commission on October 26, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
First American Financial Corporation
(Exact name of registrant as specified in its charter)
Delaware Incorporation or Organization) | 26-1911571 Identification No.) |
1 First American Way
Santa Ana, California 92707
(714) 250 - 3000
(Address of Principal Executive Offices, Zip Code)
First American Financial Corporation 2020 Incentive Compensation Plan
(Full title of the Plan)
Stacy S. Rust
Senior Corporate Counsel
First American Financial Corporation
1 First American Way
Santa Ana, California 92707
(714) 250-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Sean Feller, Esq.
Gibson, Dunn & Crutcher LLP
2029 Century Park East, Suite 4000
Los Angeles, CA 90067-3026
(310) 552-8500
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | |
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Non-accelerated filer | | Smaller reporting company | |
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| 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 7(a)(2)(B) of the Securities Act. | |||
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 2,150,000 shares of common stock, par value $0.00001 per share (“Common Stock”) of First American Financial Corporation, a Delaware corporation (the “Company��� or the “Registrant”), which may be issued to eligible employees, including the employees of any subsidiaries designated by the Company’s administrative benefits plan committee, under the First American Financial Corporation 2020 Incentive Compensation Plan, as amended and restated effective May 9, 2023 (the “Plan”). In accordance with General Instruction E to Form S-8, the Company hereby incorporates herein by reference the Registration Statements on Form S-8 filed by the Company with respect to the Plan on May 7, 2020 (SEC File No. 333-238062), together with all exhibits filed therewith or incorporated therein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. | Exhibit Description |
4.1 | |
4.2 | |
5.1* | |
23.1* | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. |
23.2* | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). |
24.1 | Power of Attorney (included on the signature page of this Registration Statement). |
99.1 | |
107.1* |
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*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Ana, State of California, on October 26, 2023.
FIRST AMERICAN FINANCIAL CORPORATION | ||
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By: |
| /s/ Kenneth D. DeGiorgio |
Name: |
| Kenneth D. DeGiorgio |
Title: |
| Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints each of Kenneth D. DeGiorgio, Lisa W. Cornehl and Stacy S. Rust as his or her true and lawful attorneys-in-fact and agents, with full power of resubstitution and substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) or supplements to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.
Signature | Title | Date |
/s/ Kenneth D. DeGiorgio | Chief Executive Officer and Director | October 26, 2023 |
/s/ Mark E. Seaton | Executive Vice President, Chief Financial Officer | October 26, 2023 |
/s/ Steven A. Adams | Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | October 26, 2023 |
/s/ Dennis J. Gilmore | Chairman of the Board of Directors | October 26, 2023 |
/s/ Dr. James L. Doti | Director | October 26, 2023 |
/s/ Reginald H. Gilyard | Director | October 26, 2023 |
/s/ Parker S. Kennedy | Director | October 26, 2023 |
/s/ Margaret M. McCarthy | Director | October 26, 2023 |
/s/ Michael D. McKee | Director | October 26, 2023 |
/s/ Mark C. Oman | Director | October 26, 2023 |
/s/ Marsha A. Spence | Director | October 26, 2023 |
/s/ Martha B. Wyrsch | Director | October 26, 2023 |
