8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) March 27, 2013

FIRST AMERICAN FINANCIAL CORPORATION

(Exact Name of the Registrant as Specified in 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:

¨ 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))

Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 27, 2013, the Board of Directors of First American Financial Corporation (the “Company”) appointed Mark E. Seaton as executive vice president and chief financial officer of the Company. Mr. Seaton, 35, has served as the Company’s senior vice president of finance since August 2010, in which capacity he has overseen the Company’s financial planning, investment management, investor relations and treasury activities. Mr. Seaton has been employed with the Company or its predecessor since 2006, including service as director of investor relations from 2007 to 2010. Prior to joining the Company, Mr. Seaton worked in the private equity and investment banking industries. The chief financial officer position was previously held by Max O. Valdes, who retired as the Company’s principal financial officer and principal accounting officer on March 27, 2013. It is anticipated that Mr. Valdes will remain with the Company until March 2014 to assist with the transition. A copy of the press release announcing Mr. Seaton’s appointment and Mr. Valdes’ retirement is attached hereto as Exhibit 99.1.

In addition, Matthew F. Wajner, 37, was appointed chief accounting officer of the Company on March 27, 2013. Mr. Wajner has served as the Company’s controller since September 2010. From 2009 to 2010 he served as the director of SEC reporting for the Company or its predecessor. Prior to joining the Company, he worked as a divisional controller for various banking operations and as an auditor with public accounting firms.

Also on March 27, 2013, Mark C. Oman was appointed to the Company’s Board of Directors. Mr. Oman has not yet been appointed to serve on any committees of the Board. A copy of the press release announcing his appointment is attached hereto as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated March 28, 2013.
99.2	Press Release, dated March 27, 2013.

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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 hereunto duly authorized.

	FIRST AMERICAN FINANCIAL CORPORATION
Date: March 29, 2013	By:	/s/ Kenneth D. DeGiorgio
		Name:  Kenneth D. DeGiorgio
		Title:    Executive Vice President

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EX-99.1

Exhibit 99.1

NEWS   FOR IMMEDIATE RELEASE

FIRST AMERICAN FINANCIAL CORPORATION NAMES

MARK E. SEATON AS CHIEF FINANCIAL OFFICER

SANTA ANA, Calif., March 28, 2013 – First American Financial Corporation (NYSE: FAF), a leading global provider of title insurance and settlement services for real estate transactions, announced today that Mark E. Seaton has been named chief financial officer.

Seaton, who began his career with First American in 2006 and until his appointment served as senior vice president of finance, will replace current Executive Vice President and Chief Financial Officer Max O. Valdes, who is retiring after 25 years with the company. Valdes will remain with the company until March 2014 to assist with the transition.

During his tenure with First American, Seaton’s roles have included management of the company’s financial planning, treasury, investments and investor relations activities. In addition, he has been a driving influence on the company’s strategic planning and margin improvement initiatives.

“Mark’s proven financial management and strategic planning skills make him an ideal choice to fill the chief financial officer role,” said Dennis Gilmore, chief executive officer of First American Financial Corporation. “These skills, together with the depth of his knowledge about our company and our industry, have earned him the confidence of our employees, our board of directors and our investors.”

Prior to joining First American, Seaton worked in private equity and in the investment banking industry. He holds a bachelor’s degree in economics from Stanford University and a Master of Business Administration degree from The Tuck School of Business at Dartmouth College.

Valdes joined First American in 1988 and filled a variety of financial management roles prior to being named CFO of First American Financial Corporation in 2010. “Max’s contribution to our company over the last 25 years will have a lasting impact,” Gilmore noted. “As we streamlined our business and positioned it for growth over the last several years, his counsel and leadership proved invaluable.”

First American Financial Corporation Names Mark E. Seaton as Chief Financial Officer

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About First American

First American Financial Corporation (NYSE: FAF) is a leading provider of title insurance and settlement services to the real estate and mortgage industries, that traces its heritage back to 1889. First American also provides title plant management services; title and other real property records and images; valuation products and services; home warranty products; property and casualty insurance; and banking, trust, and investment advisory services. With revenues of approximately $4.5 billion in 2012, the company offers its products and services directly and through its agents throughout the United States and abroad. More information about the company can be found at www.firstam.com.

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Media Contact: Carrie Loranger Corporate Communications First American Financial Corporation (714) 250-3298 Investor Contact: Craig Barberio Investor Relations First American Financial Corporation (714) 250-5214

EX-99.2

Exhibit 99.2

NEWS   FOR IMMEDIATE RELEASE

FIRST AMERICAN FINANCIAL CORPORATION APPOINTS

MARK C. OMAN TO BOARD OF DIRECTORS

SANTA ANA, Calif., March 27, 2013 – First American Financial Corporation (NYSE: FAF), a leading global provider of title insurance and settlement services for real estate transactions, announced today that Mark C. Oman has been appointed to the company’s board of directors.

Oman retired from Wells Fargo & Company in 2011, after serving that firm for more than 30 years. He held a variety of management positions at Wells Fargo, most recently senior executive vice president and head of Wells Fargo’s Home and Consumer Finance Group. During his tenure, Wells Fargo grew to be the largest originator of home mortgages in the United States and the second largest mortgage servicer.

“Our ability to execute on our strategy to grow our core businesses and improve our customers’ experience has been greatly enhanced by the addition of Mark to our board,” said Parker S. Kennedy, chairman of First American Financial Corporation. “Mark brings skills that are critical in our competitive and changing environment: a deep insight into the needs of our customers, extensive experience in the mortgage industry and a demonstrated history of leadership.”

Oman serves on the boards of the University of Northern Iowa Foundation and the Greater Des Moines Community Foundation. He is a member of the Iowa Business Hall of Fame and serves on various other professional and community boards, panels and committees. Oman holds a bachelor’s degree from the University of Northern Iowa, Cedar Falls.

About First American

First American Financial Corporation (NYSE: FAF) is a leading provider of title insurance and settlement services to the real estate and mortgage industries, that traces its heritage back to 1889. First American also provides title plant management services; title and other real property records and images; valuation products and services; home warranty products; property and casualty insurance; and banking, trust, and investment advisory services. With revenues of approximately $4.5 billion in 2012, the company offers its products and services directly and through its agents throughout the United States and abroad. More information about the company can be found at www.firstam.com.

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Media Contact: Carrie Loranger Corporate Communications First American Financial Corporation (714) 250-3298 Investor Contact: Craig Barberio Investor Relations First American Financial Corporation (714) 250-5214