Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



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. Ms. Spence is not expected to be appointed to serve on any committees
of the Board for so long as she is not an independent director. A copy of the
press release announcing her appointment is attached hereto as Exhibit 99.1.

The Company acquired on May 2, 2022, Mother Lode Holding Co. ("Mother Lode") for
approximately $300 million, subject to customary post-closing adjustments and
true-ups.  Ms. Spence was a shareholder of Mother Lode and had an economic
interest of approximately 22% in the transaction.   She is the shareholder
representative for the transaction and she has certain ongoing rights and
indemnity and other obligations under the acquisition agreement and related
documents.

Ms. Spence is an employee of Mother Lode and also serves as the Chairman of the
Board of Directors of Mother Lode. In connection with her employment, Ms. Spence
and Mother Lode are party to an employment and non-competition agreement with a
term expiring on May 2, 2023 that provides for (i) a base salary of $210,000,
(ii) for 2022, a bonus opportunity of up to 10% of an executive bonus pool, up
to 50% of which may be paid in the form of Restricted Stock Units of the
Company, and (iii) for 2023, eligibility to participate in the Company's annual
incentive plan.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders of the Company was held on May 10, 2022. Results of the voting at the meeting are set forth below.



Election of Class III Directors. The names of the persons who were nominated to
serve as Class III 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 III director nominees were
elected.

Name of Class III Nominee Votes For Votes Against Votes Abstaining Broker Non-Votes Reginald H. Gilyard

              85,052,119.762   7,233,931.950        282,961.099      8,889,852.000
Parker S. Kennedy                84,110,285.696   8,255,847.075        202,880.040      8,889,852.000
Mark C. Oman                     91,327,788.994   1,122,333.718        118,890.099      8,889,852.000

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 88,209,660.080 votes for, 4,041,796.746 votes against, 317,555.985 votes abstaining and 8,889,852.000 broker non-votes.

Approval of Amendment and Restatement of the Company's 2010 Employee Stock Purchase Plan. At the meeting, the stockholders approved the amendment and restatement of the Company's 2010 Employee Stock Purchase Plan, with 91,795,300.433 votes for, 594,661.177 votes against, 179,051.201 votes abstaining and 8,889,852.000 broker non-votes.

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 2022, with 100,571,020.264 votes for, 767,826.198 votes against, and 120,018.349 votes abstaining.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit


Number                                    Description

99.1 Press Release, dated May 12, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)






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