--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-021781" form_type: "8-K" ticker: "FAF" cik: "0001472787" company_name: "First American Financial Corp" filed_at: "2023-05-12T23:59:59+00:00" generated_at: "2026-06-15T02:24:31.976904+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # First American shareholders approve amended 2020 Incentive Plan with 6.45M shares ## Summary - A&R Plan effective May 9, 2023; total shares deliverable up to 6,450,000 less shares granted under prior plan after Jan 1, 2020. - All Class I director nominees elected: DeGiorgio (87.5M for), Doti (86.4M), McKee (86.4M), Spence (84.1M). - Advisory vote on executive compensation approved (85.7M for vs 4.0M against); frequency set to every year (85.6M for). - Ratification of PwC as independent auditors for 2023 approved with 96.9M votes for. ## SEC filing metadata - accession: 0000950170-23-021781 - form_type: 8-K - ticker: FAF - cik: 0001472787 - company_name: First American Financial Corp - filed_at: 2023-05-12T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 1.01, 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1472787/000095017023021781/0000950170-23-021781-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1472787/000095017023021781/faf-20230509.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-021781 - JSON: https://secwatch.observer/filing/0000950170-23-021781.json - Plain text: https://secwatch.observer/filing/0000950170-23-021781.txt ## Key facts - Shareholder Votes First American Financial Corp shareholders approved Ratification of Independent Public Accountants at the 2023-05-09 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-09 source text: 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 2023, with 96,927,097.790 votes for, 561,483.452 votes against, and 96,842.123 votes abstaining. evidence_url: https://www.sec.gov/Archives/edgar/data/1472787/000095017023021781/0000950170-23-021781-index.htm - Shareholder Votes First American Financial Corp shareholders approved Election of Class I Directors at the 2023-05-09 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-09 source text: 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 Kenneth D. DeGiorgio 87,469,467.407 2,596,082.082 85,717.876 7,434,156.000 James L. Doti 86,418,239.533 3,643,273.234 89,754.598 7,434,156.000 Michael D. McKee 86,389,684.702 3,668,408.065 93,174.598 7,434,156.000 Marsha A. Spence 84,093,676.750 5,973,073.017 84,517.598 7,434,156.000 evidence_url: https://www.sec.gov/Archives/edgar/data/1472787/000095017023021781/0000950170-23-021781-index.htm - Shareholder Votes First American Financial Corp shareholders approved Advisory Vote on Frequency of Executive Compensation Vote at the 2023-05-09 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-09 source text: Advisory Vote on Frequency of Executive Compensation Vote. The stockholders also determined, on an advisory basis, to recommend that the Company hold an advisory vote on executive compensation every year, with 85,624,378.522 votes for every year, 254,991.979 votes for every two years, 4,197,643.162 votes for every three years, 74,253.702 votes abstaining and 7,434,156.000 broker non-votes. evidence_url: https://www.sec.gov/Archives/edgar/data/1472787/000095017023021781/0000950170-23-021781-index.htm - Shareholder Votes First American Financial Corp shareholders approved Approval of Amendment and Restatement of the Company’s 2020 Incentive Compensation Plan at the 2023-05-09 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-09 source text: Approval of Amendment and Restatement of the Company’s 2020 Incentive Compensation Plan. At the meeting, the stockholders approved the amendment and restatement of the Company’s 2020 Incentive Compensation Plan, with 87,692,908.999 votes for, 2,209,330.718 votes against, 249,027.648 votes abstaining and 7,434,156.000 broker non-votes. evidence_url: https://www.sec.gov/Archives/edgar/data/1472787/000095017023021781/0000950170-23-021781-index.htm - Shareholder Votes First American Financial Corp shareholders approved Advisory Vote on Executive Compensation at the 2023-05-09 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-09 source text: 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 85,736,241.753 votes for, 4,047,528.233 votes against, 367,497.379 votes abstaining and 7,434,156.000 broker non-votes. evidence_url: https://www.sec.gov/Archives/edgar/data/1472787/000095017023021781/0000950170-23-021781-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.