0001564590-19-017472.txt : 20190509 0001564590-19-017472.hdr.sgml : 20190509 20190508194736 ACCESSION NUMBER: 0001564590-19-017472 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190507 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190509 DATE AS OF CHANGE: 20190508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First American Financial Corp CENTRAL INDEX KEY: 0001472787 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 261911571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34580 FILM NUMBER: 19808368 BUSINESS ADDRESS: STREET 1: 1 FIRST AMERICAN WAY CITY: SANTA ANA STATE: CA ZIP: 92707 BUSINESS PHONE: 714-250-3000 MAIL ADDRESS: STREET 1: 1 FIRST AMERICAN WAY CITY: SANTA ANA STATE: CA ZIP: 92707 8-K 1 faf-8k_20190507.htm 8-K 5-07 VOTING RESULTS faf-8k_20190507.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): May 7, 2019

 

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))

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. ☐

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

 

 

 

Item 5.07.    Submission of Matters to a Vote of Security Holders.

 

The annual meeting of stockholders of the Company was held on May 7, 2019. Results of the voting at the meeting are set forth below.

 

Election of Class III Directors. The names of the persons who were nominated to serve as Class III 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 III director nominees were elected.

 

Name of Class III Nominee

  

Votes For

  

Votes Withheld

  

Broker Non-Votes

Reginald H. Gilyard

 

93,047,271

 

507,110

 

9,208,951

Parker S. Kennedy

 

84,663,300

 

8,891,081

 

9,208,951

Mark C. Oman

 

93,245,271

 

309,110

 

9,208,951

 

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 90,495,427 votes for, 2,836,776 votes against, 222,179 votes abstaining and 9,208,951 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 2019, with 101,672,111 votes for, 754,214 votes against, and 337,008 votes abstaining.


 

 

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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:  May 8, 2019

 

By:/s/ Kenneth D. DeGiorgio

Name:Kenneth D. DeGiorgio

Title:Executive Vice President

 

 

 

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