Fidelity National Financial, Inc. (NYSE:FNFV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Financial, Inc. (the Company of FNF) adopted a resolution
increasing the size of the Companys Board of Directors to twelve,
and elected Raymond R. Quirk to serve on our Board of Directors.
Mr. Quirk will serve in Class I of our Board of Directors, and
his term will expire at the annual meeting of our shareholders to
be held in 2017. Mr. Quirk has not been appointed to any
committee of our Board.
that capacity since December 2013. Previously, he served as the
President of FNF beginning in April 2008. Since joining FNF in
1985, Mr. Quirk has served in numerous other executive and
management positions, including Executive Vice President,
Co-Chief Operating Officer, Division Manager and Regional
Manager, with responsibilities for managing direct and agency
title operations nationally.
additional compensation for services as a director. Sara Bennett,
the daughter-in-law of Mr. Quirk, is an attorney who is employed
by a subsidiary of the Company as underwriting counsel. In 2016,
Ms. Bennetts gross earnings were $280,189, which is consistent
with other employees holding similar titles at the Company. She
also received health and other benefits customarily provided to
similarly situated employees.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year |
the Companys bylaws to implement majority voting in uncontested
director elections. Previously, our bylaws provided that
directors were elected by a plurality of the votes cast in
director elections.
director shall be elected by a majority of the votes cast with
respect to the director at any meeting for the election of
directors at which a quorum is present. However, if as of 10 days
in advance of the date we file our definitive proxy statement
with the Securities and Exchange Commission the number of
director nominees exceeds the number of directors to be elected
in such election (a contested election), the directors shall be
elected by the vote of plurality of the votes cast.
who does not receive a majority of the votes cast will promptly
tender his resignation to the Board of Directors. The Board of
Directors will decide, after considering the recommendation of
the Corporate Governance and Nominating Committee, whether to
accept or reject the tendered resignation, or whether other
action should be taken. The director nominee in question will not
participate in the recommendation or decision making process. An
explanation by the Board of Directors of its decision will be
publicly disclosed within 90 days from the date of publication of
the election results. If the Board of Directors determines to
accept a directors resignation, or if a director nominee who is
not an incumbent director is not elected, then the Board of
Directors, in its sole discretion, may fill any resulting vacancy
in accordance with our bylaws.
Board of Directors has adopted these amendments in response to
the shareholders vote in favor of our management proposal
concerning majority voting at its annual meeting of shareholders
held in June 2016. The adoption reflects the Boards commitment to
corporate governance practices that are consistent with the best
interests of our shareholders.>
reference to the Fourth Amended and Restated Bylaws, as adopted
on February 2, 2017, which are attached hereto as Exhibit 3.1 and
incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit
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Description
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3.1
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Fourth Amended and Restated Bylaws of Fidelity National
Financial, Inc. |
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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. Fidelity National Financial, Inc. (NYSE:FNFV) Recent Trading Information
Fidelity National Financial, Inc. (NYSE:FNFV) closed its last trading session down -0.55 at 12.45 with 320,632 shares trading hands.
