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): May 11, 2021
FIRST AMERICAN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-34580 | 26-1911571 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | |
1 First American Way, Santa Ana, California | | 92707-5913 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (714) 250-3000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 Instructions A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.00001 par value | FAF | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective May 12, 2021, Jean C. LaTorre was appointed to the Board of Directors of First American Financial Corporation (the “Company”). Ms. LaTorre has not yet been appointed to serve on any committees of the Board. A copy of the press release announcing her appointment is attached hereto as Exhibit 99.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of the Company was held on May 11, 2021. Results of the voting at the meeting are set forth below.
Election of Class II Directors. The names of the persons who were nominated to serve as Class II directors of the Company for a three-year term are listed below, together with a tabulation of the results of the voting at the annual meeting with respect to each nominee. All Class II director nominees were elected.
Name of Class II Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
Dennis J. Gilmore | | 91,850,649 | | 1,649,422 | | 6,556,227 |
Margaret M. McCarthy | | 86,258,434 | | 7,241,638 | | 6,556,227 |
Martha B. Wyrsch | | 91,189,754 | | 2,310,317 | | 6,556,227 |
Advisory Vote on Executive Compensation. At the meeting, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, with 63,746,244 votes for, 29,276,415 votes against, 477,412 votes abstaining and 6,556,227 broker non-votes.
Ratification of Independent Public Accountants. At the meeting, the stockholders of the Company also voted to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021, with 98,500,410 votes for, 1,082,734 votes against, and 473,155 votes abstaining.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | FIRST AMERICAN FINANCIAL CORPORATION |
| | | |
Date: May 14, 2021 | | By: | /s/ Kenneth D. DeGiorgio |
| | | Name: | Kenneth D. DeGiorgio |
| | | Title: | Executive Vice President |
