FNF Group of Fidelity National Financial Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$FNF
Specialty Insurers
Finance
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.07. Submission of Matters to a Vote of Security Holders
The Fidelity National Financial, Inc. Annual Meeting of Shareholders was held June 12, 2024. As of April 15, 2024, the record date for the Annual Meeting, 273,238,230 shares of common stock of the Company were outstanding and entitled to vote. A quorum of shares of common stock were present or represented at the Annual Meeting. The number of votes cast for, against or withheld, as well as abstentions, if applicable, with respect to each proposal is set out below:
1. To elect four Class I directors to serve until the 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified or their earlier death, resignation or removal
| FOR | WITHHELD | BROKER NON-VOTES | ||||||||||||||||||
| Randy R. Quirk | 203,392,080 | 14,590,310 | 27,018,272 | |||||||||||||||||
| Sandra D. Morgan | 198,000,558 | 19,981,832 | 27,018,272 | |||||||||||||||||
| Heather H. Miller | 215,910,960 | 2,071,430 | 27,018,272 | |||||||||||||||||
| John D. Rood | 178,949,490 | 39,032,900 | 27,018,272 | |||||||||||||||||
Directors whose term of office as a director continued after the meeting are as follows:
Class II (term expires at the 2025 Annual Shareholders Meeting): Hon. Halim Dhanidina, Daniel D. (Ron) Lane, and Cary H. Thompson
Class III (term expires at the 2026 Annual Shareholders Meeting): William P. Foley, II, Douglas K. Ammerman, Thomas M. Hagerty, and Peter O. Shea, Jr.
2. To approve the redomestication of the Company from the State of Delaware to the State of Nevada by conversion
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 110,277,692 | 107,467,828 | 236,870 | 27,018,272 | |||||||||||||||||
Proposal 2 regarding the redomestication of the Company to the State of Nevada by conversion required the affirmative vote of a majority of the shares of the Company’s outstanding common stock entitled to vote thereon for approval. Given that Proposal 2 did not receive the affirmative vote of the outstanding shares of our common stock and therefore was not approved by our shareholders, the Company will not pay the consent consideration to holders of its 4.500% Notes due 2028, 3.400% Notes due 2030, 2.450% Notes due 2031 and 3.200% Notes due 2051 pursuant to its previously announced consent solicitation, and its Eighth Supplemental Indenture is terminated in accordance with its terms.
3. To approve a non-binding advisory resolution on the compensation paid to our named executive officers
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 205,997,576 | 11,451,419 | 533,395 | 27,018,272 | |||||||||||||||||
4. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year
| FOR | AGAINST | ABSTAIN | ||||||||||||
| 244,478,226 | 215,350 | 307,086 | ||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Fidelity National Financial, Inc. | |||||||||||||||||
| Date: | June 14, 2024 | By: | /s/ Michael L. Gravelle | ||||||||||||||
| Name: | Michael L. Gravelle | ||||||||||||||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | ||||||||||||||||