Fidelity National Financial, Inc. (NYSE:FNFV) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Fidelity National Financial, Inc. (NYSE:FNFV) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.07. Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.

The Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) of Fidelity National Financial, Inc. (“FNF” or the “Company”) was filed with the Secretary of State of the State of Delaware and became effective on June13, 2018. The sole purpose of the changes to the Certificate of Incorporation was to remove provisions in our Certificate of Incorporation relating to the FNF Group and FNFV Group tracking stock structure. As a result, FNF’s common stock will no longer include the FNF Group common stock and FNFV Group common stock, and will be reclassified solely to consist of one class of common stock referred to as “Common Stock”. The Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

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

The Fidelity National Financial, Inc. Annual Meeting of Shareholders was held June 13, 2018. As of April 16, 2018, the record date for the Annual Meeting, 274,588,956 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. Elect three ClassI directors to serve until the 2021 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

Raymond R. Quirk

226,474,663

1,875,974

20,019,595

Heather H. Murren

227,523,505

827,132

20,019,595

John D. Rood

227,482,427

868,210

20,019,595

Directors whose term of office as a director continued after the meeting are as follows:

Class II (term expires at the 2019 Annual Shareholders Meeting): Richard N. Massey, Daniel D. (Ron) Lane and Cary H. Thompson.

Class III (term expires at the 2020 Annual Shareholders Meeting): William P. Foley, II, Douglas K. Ammerman, Thomas M. Hagerty and Peter O. Shea, Jr.

2. To approve a non-binding advisory resolution on the compensation paid to our named executive officers

FOR

AGAINST

ABSTAIN

BROKER NON_VOTES

219,514,122

8,316,750

519,765

20,019,595

3. Ratification and appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year

FOR

AGAINST

ABSTAIN

246,816,072

1,297,092

257,068

4. To approve our Fifth Amended and Restated Certificate of Incorporation to, among other things, remove provisions relating to the tracking stock structure

FOR

AGAINST

ABSTAIN

247,780,282

388,746

201,204

Item 5.07. Financial Statements and Exhibits

(d)Exhibits


Fidelity National Financial, Inc. Exhibit
EX-3.1 2 fnffifthamendedandrestated.htm EXHIBIT 3.1 Exhibit Exhibit 3.1FIFTH AMENDED AND RESTATEDCERTIFICATE OF INCORPORATION OFFIDELITY NATIONAL FINANCIAL,…
To view the full exhibit click here

About Fidelity National Financial, Inc. (NYSE:FNFV)

Fidelity National Financial, Inc. (FNF) is a holding company. The Company is a provider of title insurance, technology and transaction services to the real estate and mortgage industries. The Company’s segments include Title, Black Knight, FNF Core Corporate and Other, Restaurant Group, and FNFV Corporate and Other. Its business is organized into groups, including FNF Core Operations and FNF Ventures (FNFV). The Company offers title insurance through its title insurance underwriters: Fidelity National Title Insurance Company, Chicago Title Insurance Company, Commonwealth Land Title Insurance Company, Alamo Title Insurance and National Title Insurance of New York Inc., which collectively issue more title insurance policies than any other title company in the United States. The Company, through its subsidiary, ServiceLink Holdings, LLC (ServiceLink), provides mortgage transaction services, including title-related services and facilitation of production and management of mortgage loans.

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