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.


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