CORPORATION (OTCMKTS:CCYPQ) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.Entry into Material Definitive Agreement.
On May9, 2017 the stockholders of First American Financial
Corporation (the Company) approved at the 2017 annual meeting of
stockholders amendments to the Companys 2010 Incentive
Compensation Plan (the Plan Amendment) to (i)increase the maximum
number of shares that can be granted to an individual in a given
year in the form of restricted stock and restricted stock units
to 200,000, in the form of performance shares and performance
units to 200,000, and in the form of other-stock based awards to
200,000; and (ii)impose a limit on the value of awards and other
cash compensation that may be granted to non-employee directors
of $500,000 per year.
The foregoing description of the Plan Amendment is qualified in
its entirety by the terms of the First American Financial
Corporation 2010 Incentive Compensation Plan, effective May28,
2010, amended and restated effective as of May9, 2017, a copy of
which is attached hereto as Exhibit10.1 and incorporated herein
by this reference.
Item5.02.Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On May9, 2017, the Board of Directors of the Company appointed
Reginald H. Gilyard to the Companys Board of Directors.
Mr.Gilyard has not yet been appointed to serve on any committees
of the Board. A copy of the press release announcing his
appointment is attached hereto as Exhibit 99.1.
Item5.07.Submission of Matters to a Vote of Security
Holders
The annual meeting of stockholders of the Company was held on
May9, 2017. Results of the voting at the meeting are set forth
below.
Election of ClassI Directors.The names of the
persons who were nominated to serve as ClassI 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 ClassI director nominees were
elected.
|
Name of ClassI Nominee |
Votes For | VotesWithheld BrokerNon-Votes | ||||||||||||||
|
James L. Doti |
91,444,213 | 2,613,851 | 9,066,428 | |||||||||||||
|
Michael D. McKee |
90,876,252 | 3,181,811 | 9,066,428 | |||||||||||||
|
Thomas V. McKernan |
91,539,731 | 2,518,332 | 9,066,428 |
Advisory Vote on Executive Compensation.At the meeting,
the stockholders approved, on an advisory basis, the compensation
of the Companys named executive officers, with 90,872,551 votes
for, 2,771,023 votes against, 414,489 votes abstaining and
9,066,428 broker non-votes.
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 76,644,986 votes for every year,
862,626 votes for every two years, 16,192,793 votes for every
three years, 357,658 votes abstaining and 9,066,428 broker
non-votes. The
Board of Directors has determined, consistent with its
recommendation and the results of the advisory vote, to hold such
a vote every year.
Approval of
the Performance Criteria, Establishment of a Director
Compensation Limit and Amendment to Individual Annual Share Award
Limits under the 2010 Incentive Compensation Plan.The
stockholders also approved the performance criteria, the
establishment of a director compensation limit, and the amendment
to individual annual share award limits under the Companys 2010
Incentive Compensation Plan with 90,771,393 votes for, 2,929,016
votes against, 357,654 votes abstaining and 9,066,428 broker
non-votes.
Ratification
of Independent Public Accountants.At the meeting, the
stockholders of the Company also voted to ratify the Audit
Committees selection of PricewaterhouseCoopers LLP as the
Companys independent registered public accounting firm for 2017,
with 102,043,210 votes for, 512,123 votes against, and 569,158
votes abstaining.
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Item9.01.Financial
Statements and Exhibits.
(d)
Exhibits
|
ExhibitNo. |
Description |
|
| 10.1 |
First American Financial Corporation 2010 Incentive |
|
| 99.1 |
Press Release dated May9, 2017. |
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CORPORATION (OTCMKTS:CCYPQ) Recent Trading Information
CORPORATION (OTCMKTS:CCYPQ) closed its last trading session 00.00000 at 0.00010 with 400 shares trading hands.