--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-226782" form_type: "8-K" ticker: "FAF" cik: "0001472787" company_name: "First American Financial Corp" filed_at: "2026-05-15T20:15:18+00:00" generated_at: "2026-05-15T20:22:48.513212+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # FAF shareholders eliminate supermajority voting, declassify board; annual elections by 2029 ## Summary - Eliminated 66 2/3% supermajority voting requirements for director removal and charter/bylaw amendments. - Board declassified; three-year phase-in of annual director elections starting 2027, all directors annual by 2029. - Elected Class I directors Seaton, Spence, Wahl; advisory compensation vote approved with 85.8M for. - Ratified PricewaterhouseCoopers as auditor for 2026 with 94.1M votes for. ## SEC filing metadata - accession: 0001193125-26-226782 - form_type: 8-K - ticker: FAF - cik: 0001472787 - company_name: First American Financial Corp - filed_at: 2026-05-15T20:15:18+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 3.03, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1472787/000119312526226782/0001193125-26-226782-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1472787/000119312526226782/faf-20260512.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-226782 - JSON: https://secwatch.observer/filing/0001193125-26-226782.json - Plain text: https://secwatch.observer/filing/0001193125-26-226782.txt ## Key facts - Governance Changes First American Financial Corp: Amended certificate of incorporation to eliminate supermajority voting requirements for removal of directors, amendments to certificate and bylaws, and to declassify the board with phase-in of annual director elections over three years starting with 2027 annual meeting (effective 2026-05-14). - Change: charter amendment - Effective: 2026-05-14 source text: 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 2⁄3% 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 2 evidence_url: https://www.sec.gov/Archives/edgar/data/1472787/000119312526226782/0001193125-26-226782-index.htm - Governance Changes First American Financial Corp: Amended bylaws to conform to and further implement the charter amendments (effective 2026-05-14). - Change: bylaw amendment - Effective: 2026-05-14 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1472787/000119312526226782/0001193125-26-226782-index.htm - Shareholder Votes First American Financial Corp shareholders approved Ratification of Independent Public Accountants at the 2026-05-12 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-05-12 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1472787/000119312526226782/0001193125-26-226782-index.htm - Shareholder Votes First American Financial Corp shareholders approved Advisory Vote on Executive Compensation at the 2026-05-12 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-05-12 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1472787/000119312526226782/0001193125-26-226782-index.htm - Shareholder Votes First American Financial Corp shareholders approved Approval of Amendment to the Amended and Restated Certificate of Incorporation to Declassify the Board and Phase-In Annual Director Elections at the 2026-05-12 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-05-12 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1472787/000119312526226782/0001193125-26-226782-index.htm - Shareholder Votes First American Financial Corp shareholders approved Election of Class I Directors at the 2026-05-12 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-12 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1472787/000119312526226782/0001193125-26-226782-index.htm - Shareholder Votes First American Financial Corp shareholders approved Approval of Amendments to Eliminate the Supermajority Voting Requirements in the Amended and Restated Certificate of Incorporation at the 2026-05-12 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-05-12 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1472787/000119312526226782/0001193125-26-226782-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.