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First American Financial (NYSE: FAF) shareholders back declassified board and end supermajority votes

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

First American Financial Corporation reported that stockholders approved significant changes to its governing documents. They eliminated 66⅔% supermajority voting requirements for removing directors outside annual meetings, amending key certificate sections, and amending the bylaws. Stockholders also approved declassifying the Board and phasing in annual director elections over three years so that all directors will stand for annual election starting with the 2029 annual meeting. Related amendments to the bylaws and a restated certificate of incorporation became effective on May 14, 2026. Stockholders elected three Class I directors, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as independent auditor for 2026.

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Insights

FAF shareholders approved governance reforms, including eliminating supermajority votes and declassifying the board.

First American Financial Corporation shareholders backed amendments removing 66⅔% supermajority thresholds for certain actions and starting a transition from a staggered board to annual director elections by the 2029 annual meeting. These steps align charter and bylaws and were implemented via a certificate amendment and restatement.

The voting outcomes show strong support: more than 87.6 million votes favored eliminating supermajority provisions, and about 87.7 million supported declassifying the board, with relatively few votes against. Executive compensation also received advisory approval, and PricewaterhouseCoopers LLP was ratified as auditor for 2026.

From an investor perspective, declassification and removal of supermajority requirements generally make it easier for shareholders to influence board composition and key charter changes. The full effects depend on future shareholder actions and board performance under the new annual election structure starting with the 2029 meeting.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Supermajority threshold removed 66⅔% of outstanding common stock Prior approval requirement for certain removals and amendments
Votes for eliminating supermajority 87,670,334.621 votes for Amendments to eliminate supermajority voting requirements
Votes for declassifying Board 87,742,812.089 votes for Amendment to declassify Board and phase in annual elections
Say-on-pay support 85,778,551.207 votes for Advisory vote on executive compensation at 2026 annual meeting
Auditor ratification support 94,134,630.565 votes for Ratification of PwC as 2026 independent auditor
Meeting date May 12, 2026 Date of the 2026 annual meeting of stockholders
Effective date of amendments May 14, 2026 Charter and bylaw amendments effective upon Delaware filings
supermajority voting requirements financial
"to eliminate the supermajority voting requirements requiring approval by holders of at least 66 ⅔% of the outstanding shares"
declassify the Company’s Board of Directors financial
"amend Section 5.2 of Article V to declassify the Company’s Board of Directors and phase-in the annual election of directors"
Broker Non-Votes financial
"Votes Abstaining | Broker Non-Votes Mark E. Seaton | 85,159,338.856 | 2,906,392.747 | 44,399.000 | 7,492,909.000"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory basis financial
"the stockholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers"
Restated Certificate of Incorporation regulatory
"filed with the Secretary of State of Delaware a Restated Certificate of Incorporation that restated and integrated"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
independent registered public accounting firm financial
"ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
0001472787false--12-31First American Financial Corp00014727872026-05-122026-05-12

 

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 12, 2026

 

 

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:

☐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

 

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 3.03. Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 12, 2026, the stockholders of First American Financial Corporation (the “Company”) approved at the 2026 annual meeting of stockholders amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”) to: (i) amend Section 5.2(c) of Article V and Sections 9.1 and 9.2 of Article IX to eliminate the supermajority voting requirements requiring approval by holders of at least 66 ⅔% of the outstanding shares of common stock entitled to vote on proposals for (a) the removal of a director outside of the annual meeting process, (b) amendments to specified sections of the Certificate and (c) amendments to the Bylaws (“Bylaws”); and (ii) amend Section 5.2 of Article V to declassify the Company’s Board of Directors (the “Board”) and phase-in the annual election of directors over a three-year period starting with the next annual meeting of stockholders, such that all of the Company’s directors will be elected on an annual basis starting with the Company’s 2029 annual meeting of stockholders and to make certain non-substantive changes related thereto (together, the “Amendments”).

On May 14, 2026, the Company filed with the Secretary of State of Delaware a Certificate of Amendment that reflects the Amendments (the “Certificate of Amendment”), which was effective upon filing. Following the filing of the Certificate of Amendment, on May 14, 2026, the Company filed with the Secretary of State of Delaware a Restated Certificate of Incorporation that restated and integrated, but did not further amend, the Company’s Certificate and the Amendments into a single document, which became effective upon filing.

In connection with approving the Amendments and recommending it to the Company’s stockholders for approval, and as disclosed in the Company’s 2026 proxy statement, the Board approved amendments to the Company’s Bylaws to conform to and further implement the Amendments, contingent upon stockholder approval and implementation of the Amendments. Accordingly, the amendments to the Bylaws became effective upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware on May 14, 2026.

The foregoing descriptions of the Amendments, the Restated Certificate of Incorporation, and the Bylaws do not purport to be complete and are qualified in their entirety by reference to (i) the descriptions of the Amendments set forth under the headings “Item 3. Approval of Amendments to Eliminate the Supermajority Voting Requirements in the Certificate of Incorporation” and “Item 4. Approval of Amendments to the Certificate of Incorporation to Declassify the Board and Phase-In Annual Director Elections” of the Proxy; and (ii) the full text of the Certificate of Amendment, the Restated Certificate, and the Bylaws, respectively, copies of which are attached as Exhibits 3.1, 3.2, and 3.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

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

The annual meeting of stockholders of the Company was held on May 12, 2026. Results of the voting at the meeting are set forth below.

 

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

 

Name of Class I Nominee

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

Mark E. Seaton

85,159,338.856

2,906,392.747

44,399.000

7,492,909.000

Marsha A. Spence

85,271,703.580

2,785,784.023

52,643.000

7,492,909.000

Deborah L. Wahl

79,940,218.580

8,135,179.023

34,733.000

7,492,909.000

 

Advisory Vote on Executive Compensation. At the meeting, the stockholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers, with 85,778,551.207 votes for, 2,198,307.723 votes against, 133,271.673 votes abstaining and 7,492,909.000 broker non-votes.

 

Approval of Amendments to Eliminate the Supermajority Voting Requirements in the Amended and Restated Certificate of Incorporation. At the meeting, the stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation, with 87,670,334.621 votes for, 371,494.837 votes against, 68,301.145 votes abstaining and 7,492,909.000 broker non-votes.

 

Approval of Amendment to the Amended and Restated Certificate of Incorporation to Declassify the Board and Phase-In Annual Director Elections. At the meeting, the stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation, with 87,742,812.089 votes for, 171,632.865 votes against, 195,685.649 votes abstaining and 7,492,909.000 broker non-votes.

 

Ratification of Independent Public Accountants. At the meeting, the stockholders of the Company voted to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026, with 94,134,630.565 votes for, 908,627.038 votes against, and 559,782.000 votes abstaining.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

 

Description

3.1

 

Certificate of Amendment of Restated Certificate of Incorporation of First American Financial Corporation

3.2

 

Restated Certificate of Incorporation of First American Financial Corporation

3.3

 

Bylaws of First American Financial Corporation, amended and restated effective as of May 14, 2026.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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 15, 2026

By:

/s/ Lisa W. Cornehl

 

 

 

Name: Lisa W. Cornehl
Title: Senior Vice President, Chief Legal Officer

 

Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did First American Financial (FAF) shareholders approve?

Shareholders approved amendments eliminating 66⅔% supermajority voting requirements and declassifying the Board. Directors will transition to annual elections over three years, with all directors elected annually starting with the 2029 annual meeting.

How is First American Financial (FAF) changing its board election structure?

The company will phase out its classified board and move to annual director elections over three years. Beginning with the 2029 annual meeting, all directors of First American Financial will be elected each year for one-year terms.

Did First American Financial (FAF) shareholders approve executive compensation?

Yes. Shareholders approved the compensation of the named executive officers on an advisory basis, with 85,778,551.207 votes for, 2,198,307.723 votes against, 133,271.673 abstentions, and 7,492,909.000 broker non-votes recorded at the 2026 annual meeting.

Which director nominees were elected at First American Financial’s 2026 annual meeting?

Class I nominees Mark E. Seaton, Marsha A. Spence, and Deborah L. Wahl were elected. Each received more votes for than against, with Seaton and Spence topping 85 million votes for and Wahl receiving about 79.9 million votes for.

Did First American Financial (FAF) shareholders ratify the company’s auditor for 2026?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with 94,134,630.565 votes for, 908,627.038 votes against, and 559,782.000 votes abstaining at the annual meeting.

When did First American Financial’s charter and bylaw amendments become effective?

The charter amendments became effective upon filing the Certificate of Amendment with the Delaware Secretary of State on May 14, 2026. Conforming amendments to the bylaws also became effective on that same filing date.

Filing Exhibits & Attachments

4 documents

Other Documents