secwatch / observer

First American Financial Corp — fact timeline

Source-grounded facts extracted from First American Financial Corp's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

FAF First American Financial Corp JSON
Shareholder Votes

First American Financial Corp shareholders approved Ratification of Independent Public Accountants at the 2026-05-12 meeting.

“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.”
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.

“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.”
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.

“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.”
Shareholder Votes

First American Financial Corp shareholders approved Advisory Vote on Executive Compensation at the 2026-05-12 meeting.

“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.”
Shareholder Votes

First American Financial Corp shareholders approved Election of Class I Directors at the 2026-05-12 meeting.

“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.”
Governance Changes

First American Financial Corp: Amended bylaws to conform to and further implement the charter amendments (effective 2026-05-14).

“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.”
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).

“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”
Earnings Releases

First American Financial Corp reported financial results for for the quarter ended March 31, 2026.

“On April, 22, 2026, First American Financial Corporation issued a press release announcing its financial results for the quarter ended March 31, 2026.”
Governance Changes

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).

“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”).”

Matthew F. Wajner changed role as Chief Financial Officer at First American Financial Corp.

“the Board promoted Matthew F. Wajner to the position of Chief Financial Officer, effective as of April 10, 2025.”

Mark E. Seaton changed role as Chief Executive Officer at First American Financial Corp.

“the Board promoted Mark E. Seaton to the position of Chief Executive Officer and appointed him as a director of the Company, effective as of April 10, 2025.”

Kenneth D. DeGiorgio departed as Chief Executive Officer at First American Financial Corp.

“Kenneth D. DeGiorgio ceased to serve as Chief Executive Officer and a member of the Board of Directors of the Company (the “Board”), effective as of April 10, 2025.”

Deborah L. Wahl was appointed as Director at First American Financial Corp.

“On September 10, 2024, the Board of Directors of First American Financial Corporation (the “Company”) appointed Deborah L. Wahl to the Company’s Board of Directors.”
Earnings Releases

First American Financial Corp reported first quarter ended March 31, 2024 results: revenue $1.4 billion, net income $46.7 million, EPS $0.45.

“results for the first quarter ended March 31, 2024. Current Quarter Highlights • Earnings per diluted share of $0.45, or $0.45 per share on an adjusted basis • Total revenue of $1.4 billion, down 1 percent compared with last year ‐ Adjusted total revenue of $1.4 billion, down 3 percent compared with last year • Title Insurance and Services segment investment income”
Earnings Releases

First American Financial Corp reported fiscal year ended December 31, 2023 results: revenue $6.0 billion, net income $217 million, EPS $2.07 per diluted share.

“for a total of $17.7 million at an average price of $53.85 Full Year Highlights ▪ Earnings per diluted share of $2.07, or $3.80 per share on an adjusted basis ▪ Total revenue of $6.0 billion, down 21 percent compared with last year ‐ Adjusted total revenue of $6.2 billion, down 24 percent compared with last year ▪ Title Insurance and Services segment investment”
Earnings Releases

First American Financial Corp reported fourth quarter ended Dec. 31, 2023 results: revenue $1.4 billion, net income $34 million, EPS $0.33 per diluted share.

“impacted by the company's previously disclosed cybersecurity incident • Earnings per diluted share of $0.33, or $0.69 per share on an adjusted basis • Total revenue of $1.4 billion, down 15 percent compared with last year - Adjusted total revenue of $1.5 billion, down 18 percent compared with last year • Title Insurance and Services segment investment”
Cybersecurity Incidents

First American Financial Corp disclosed a cybersecurity incident: unauthorized activity on certain of its information technology systems. Impact: material impact on Q4 2023 results of operations; revenue delayed from Q4 2023 to Q1 2024; loss of revenue from transactions moved to other providers; one-time expenses incurred. Materiality is still being assessed.

“As disclosed in the Original Report, the Company identified unauthorized activity on certain of its information technology systems. Upon detection, the Company acted to contain, assess and remediate the incident.”
Cybersecurity Incidents

First American Financial Corp disclosed a cybersecurity incident: unauthorized activity on certain information technology systems; perpetrator accessed certain Company systems, exfiltrated data and encrypted data on certain non-production systems. Impact: Company is in the process of restoring access to its systems and resuming normal business operations; material impact cannot be determined yet. Materiality is still being assessed.

“The Company continues to assess whether the incident will have a material impact on the Company’s financial condition or results of operations, which at this point cannot be determined.”
Cybersecurity Incidents

First American Financial Corp disclosed a cybersecurity incident: unauthorized activity on certain information technology systems. Impact: cannot estimate duration or extent of disruption; primary website may be inaccessible. Materiality is still being assessed.

“The Company is also assessing the impact of the incident and whether it may have a material impact on its financial condition and results of operations, which at this point cannot be determined.”
Governance Changes

First American Financial Corp: Amended and restated bylaws effective November 7, 2023, including updates to align with DGCL, revised stockholder nomination and proposal procedures, universal proxy card rules, and other technical changes (effective 2023-11-07).

“On November 7, 2023, the Board of Directors (the “Board”) of First American Financial Corporation (the “Company”) approved and adopted Amended and Restated Bylaws of the Company (as amended and restated, the “Bylaws”), that became effective immediately.”
Earnings Releases

First American Financial Corp reported the third quarter ended Sept. 30, 2023 results: revenue $1.5 billion, net income $2 million loss, EPS ($0.02).

“Total revenue for the third quarter of 2023 was $1.5 billion, down 19 percent compared with the third quarter of 2022. Net loss in the current quarter was $2 million, or 2 cents per diluted share, compared with net income of $2 million, or 2 cents per diluted share, in the third quarter of 2022.”
Earnings Releases

First American Financial Corp reported financial results for the quarter ended June 30, 2023.

“On July 27, 2023, First American Financial Corporation issued a press release announcing its financial results for the quarter ended June 30, 2023.”
Debt Financings

First American Financial Corp incurred revolving credit of $900.0 million with JPMorgan Chase Bank, N.A., as administrative agent at Alternate Base Rate plus the applicable spread, Adjusted Term SOFR Rate plus the maturing May 17, 2028.

“On May 17, 2023, First American Financial Corporation (the “Company”) entered into a senior unsecured credit agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”), in its capacity as administrative agent, and the lenders party thereto that provides for a $900.0 million revolving credit facility.”
Shareholder Votes

First American Financial Corp shareholders approved Ratification of Independent Public Accountants at the 2023-05-09 meeting.

“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.”
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.

“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.”
Shareholder Votes

First American Financial Corp shareholders approved Advisory Vote on Frequency of Executive Compensation Vote at the 2023-05-09 meeting.

“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.”
Shareholder Votes

First American Financial Corp shareholders approved Advisory Vote on Executive Compensation at the 2023-05-09 meeting.

“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.”
Shareholder Votes

First American Financial Corp shareholders approved Election of Class I Directors at the 2023-05-09 meeting.

“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”
Earnings Releases

First American Financial Corp reported the first quarter ended March 31, 2023 results: revenue $1,446.1, net income $45.9, EPS $0.44.

“Total revenue $ 1,446.1 $ 2,033.7 Income before taxes $ 59.6 $ 129.8 Net income $ 45.9 $ 97.9 Net income per diluted share $ 0.44 $ 0.88”
Earnings Releases

First American Financial Corp reported the quarter and fiscal year ended December 31, 2022 results: revenue Total revenue of $1.7 billion, net income Net income in the current quarter was $54 million, EPS 52 cents per diluted share.

“ended Dec. 31, 2022. Current Quarter Highlights • Earnings per diluted share of 52 cents, or $1.35 per share excluding 83 cents of net investment losses • Total revenue of $1.7 billion, down 29 percent compared with last year - Excluding net investment losses of $114 million, total revenue was $1.8 billion, down 24 percent compared with last year - Commercial”
Earnings Releases

First American Financial Corp reported the quarter ended September 30, 2022 results: revenue $1.8 billion, net income $2 million, EPS 2 cents per diluted share.

“quarter ended Sept. 30, 2022. Current Quarter Highlights • Earnings per diluted share of 2 cents, or $1.62 per share excluding $1.60 of net investment losses • Total revenue of $1.8 billion, down 29 percent compared with last year - Excluding net investment losses of $226 million, total revenue was $2.1 billion, down 10 percent compared with last year • Net”

Christopher M. Leavell departed as chief operating officer at First American Financial Corp.

“On July 6, 2022, Christopher M. Leavell ceased to serve as chief operating officer, First American Title Insurance Company.”

Marsha A. Spence was appointed as Class I director at First American Financial Corp.

“Effective May 11, 2022, Marsha A. Spence was appointed to the Board of Directors of First American Financial Corporation (the “Company”) as a Class I director.”

Dennis J. Gilmore was appointed as Chairman of the Board at First American Financial Corp.

“Also on February 4, 2022, Dennis J. Gilmore resigned as the Company’s chief executive officer and was appointed chairman of the Board of Directors.”

Kenneth D. DeGiorgio changed role as Chief Executive Officer at First American Financial Corp.

“On February 4, 2022, the Company’s Board of Directors promoted Kenneth D. DeGiorgio to chief executive officer and appointed him as a director of the Company.”

Jean C. LaTorre resigned as member of the Board of Directors at First American Financial Corp.

“On November 4, 2021, Jean C. LaTorre resigned as a member of the Board of Directors of First American Financial Corporation.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.