Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 19, 2022, the Board of Directors (the "Board") of First American
Financial Corporation (the "Company") unanimously approved an amendment to
Section 3.2 of the Company's Bylaws (as amended, the "Bylaws") to implement
majority voting in uncontested elections of directors (the "Bylaw
Amendment"). In contested elections, where the number of nominees exceeds the
number of directors to be elected, plurality voting will continue to apply. The
Bylaw Amendment also updates the director resignation policy in the Bylaws to
require that any director who does not receive a majority of the votes cast will
promptly tender his or her resignation for consideration in accordance with the
procedures in Section 3.2. The Bylaw Amendment was effective immediately.
The foregoing summary is qualified in its entirety by reference to the full text
of the Bylaws, filed as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 Bylaws of First American Financial Corporation, as amended .*
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses