First American stockholders approve officer exculpation amendment and incentive plan share increase to 8.425M

First American Financial Corp

Stockholders approved amendment to Certificate of Incorporation to extend officer exculpation to fullest extent allowed by Delaware law.
Stockholders approved amendment and restatement of 2020 Incentive Compensation Plan; total shares available capped at 8,425,000 less certain prior grants.
All three Class III director nominees elected: Reginald H. Gilyard, Parker S. Kennedy, Mark C. Oman.
Advisory vote on named executive officer compensation passed with 80.2M votes for (2.7M against, 3.1M abstain).
Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025 approved with 94.0M votes for.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

First American Financial Corp: Amended certificate of incorporation to provide for officer exculpation to the fullest extent permitted by Delaware law (effective 2025-05-14).

Change: charter amendment
Effective: 2025-05-14

Exact text from the filing

On May 13, 2025, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”) to amend the Certificate to extend exculpation to certain officers to the fullest extent permitted by Delaware law, as it currently exists or as it may be amended in the future (the “Amendment”).

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Source: SEC EDGAR

accession 0000950170-25-073554

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