FNF shareholders approve board declassification; annual elections by 2029

Fidelity National Financial, Inc.

Approved Amended & Restated Articles to eliminate classified board; phase-in begins 2027 annual meeting.
Four Class III directors elected: Foley (~168M for), Ammerman (~193M), Hagerty (~199M), Shea (~180M).
Non-binding say-on-pay passed ~204M for vs ~10M against.
Ratification of Ernst & Young as auditor for 2026: ~239M for, ~648K against.
Effective June 10, 2026; all directors will stand for annual election starting 2029.

Key facts

Extracted from this filing and checked against the source text.

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

Fidelity National Financial, Inc.: Amended and Restated Articles of Incorporation to eliminate classified board structure over a three-year period, transitioning to annual director elections by 2029 (effective 2026-06-10).

Change: charter amendment
Effective: 2026-06-10

Exact text from the filing

The purpose of the changes to the Articles of Incorporation was to eliminate the classified structure of our board over a three-year period.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Fidelity National Financial, Inc. shareholders approved Approve Amended and Restated Articles of Incorporation to implement annual elections of directors.

Proposal: charter amendment
Outcome: passed

Exact text from the filing

FOR AGAINST ABSTAIN BROKER NON-VOTES 213,953,766 253,201 168,675 25,956,874

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Fidelity National Financial, Inc. shareholders approved Non-binding advisory resolution on compensation paid to our named executive officers.

Proposal: say on pay
Outcome: passed

Exact text from the filing

FOR AGAINST ABSTAIN BROKER NON-VOTES 203,983,950 10,025,836 365,856 25,956,874

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Fidelity National Financial, Inc. shareholders approved Ratify appointment of Ernst & Young LLP as independent registered public accounting firm for 2026 fiscal year.

Proposal: auditor ratification
Outcome: passed

Exact text from the filing

FOR AGAINST ABSTAIN 239,467,458 648,427 216,631

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Fidelity National Financial, Inc. shareholders approved Elect four Class III directors to serve until the 2029 Annual Meeting of Stockholders.

Proposal: director election
Outcome: passed

Exact text from the filing

FOR WITHHELD BROKER NON-VOTES William P. Foley II 168,273,395 46,102,247 25,956,874 Douglas K. Ammerman 193,164,233 21,211,409 25,956,874 Thomas M. Hagerty 198,538,903 15,836,739 25,956,874 Peter O. Shea, Jr. 180,312,569 34,063,073 25,956,874

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Fidelity National Financial, Inc. filing history →

Source: SEC EDGAR

accession 0001331875-26-000052

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