FIRST AMERICAN FINANCIAL CORPORATION (NYSE:FAF) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03 Amendments to Articles of Incorporation or Bylaws.
On August16, 2017, the Board of Directors (the “Board”) of First American Financial Corporation (the “Company”) amended the Company’s Bylaws (the “Bylaws”) to implement proxy access and to make certain other changes as follows:
| • | A new Section2.14 has been added to the Bylaws to permit a stockholder, or group of up to 20 stockholders, owning at least 3% of the Company’s issued and outstanding stock entitled to vote generally in the election of directors continuously for at least three years, to nominate and include in the Company’s proxy materials for an annual meeting of stockholders, director nominees constituting up to 20% of the Board, provided that the stockholder(s) and the director nominee(s) satisfy the requirements specified in the Bylaws. |
| • | A new Section2.9 has been added to the Bylaws to require all director nominees, in connection with being nominated, to provide the Company with completed and signed questionnaires required of the Company’s directors and make representations to the Company regarding certain matters including disclosure of third-party compensation and compliance with Company policies. |
| • | Section2.8(b) was amended to change the vote required for stockholders to approve matters in limited situations where there is an additional voting standard outside the Bylaws (such as under stock exchange rules) and provide that, in those situations, the external standard will govern approval of the matter. |
| • | The Bylaws were also amended: (1)to reflect the possibility of dual record dates, as permitted under the Delaware General Corporation Law, which included making conforming changes to related provisions throughout the Bylaws; and (2)to expressly provide that any meeting of the stockholders can be recessed, which included updating Section2.7 of the Bylaws and making other conforming changes throughout the Bylaws. |
| • | In addition, the Bylaw amendments also updated the advance notice provisions in Section2.10 to accommodate the adoption of proxy access, to extend certain disclosure requirements to “control persons,” to include certain defined terms, to address the possibility of dual record dates for a meeting of stockholders and to make certain other minor administrative, clarifying and conforming changes. |
| • | Finally, the amendments also include a number of other immaterial modifications intended to update various provisions (including the forum selection provisions in Article IX and the provisions relating to the certificates of stock in Section7.1) in light of statutory and regulatory changes and to provide clarification and consistency. |
The amendments to the Bylaws were effective immediately.
The above description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, as amended, a copy of which is included as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.03 Financial Statements and Exhibits.
(d) Exhibits:
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ExhibitNo. |
Exhibit Description |
| 3.1 | Bylaws of First American Financial Corporation, as amended. |
First American Financial Corp ExhibitEX-3.1 2 d360431dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 BYLAWS OF First American Financial Corporation (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation. Section 1.2 Other Offices. The Corporation may also have an office or offices,…To view the full exhibit click here
About FIRST AMERICAN FINANCIAL CORPORATION (NYSE:FAF)
First American Financial Corporation is a holding company. Through its subsidiaries, the Company is engaged in the business of providing financial services. The Company’s segments include Title Insurance and Services, Specialty Insurance and corporate function. The Company’s title insurance and services segment issues title insurance policies on residential and commercial property in the United States and offers similar or related products and services internationally. The Company’s specialty insurance segment issues property and casualty insurance policies and sells home warranty products. Its corporate function consists primarily of certain financing facilities, as well as the corporate services that support the Company’s business operations. The Company’s subsidiary is First American Title Insurance Company (FATICO) and the Company’s federal savings bank subsidiary is First American Trust, FSB.
