Fidelity National Financial Inc.

06/11/2026 | Press release | Distributed by Public on 06/11/2026 14:08

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Amended and Restated Articles of Incorporation (the "Articles of Incorporation") of Fidelity National Financial, Inc. ("FNF" or the "Company") were approved by the Company's stockholders at the 2026 Annual Meeting and were filed with the Nevada Secretary of State and became effective on June 10, 2026. The purpose of the changes to the Articles of Incorporation was to eliminate the classified structure of our board over a three-year period. The board declassification will be phased in over a three-year period beginning at the 2027 Annual Meeting, at and after which directors will be elected to one-year terms as the incumbents' three-year terms expire. Beginning with the 2029 Annual Meeting, all directors will stand for annual elections. The Articles of Incorporation do not change the unexpired three-year terms of directors elected prior to the effectiveness of the amendment, including those directors elected at the Annual Meeting of Stockholders held on June 10, 2026.
The Company's Amended and Restated Bylaws, which were previously approved by the board of directors contingent upon approval of the Articles of Incorporation by the Company's stockholders at the 2026 Annual Meeting, contain changes to conform to the Articles of Incorporation and became effective on June 10, 2026. The Amended and Restated Articles of Incorporation and Amended and Restated Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
As of April 13, 2026, the record date for the Annual Meeting, 269,157,540 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. To elect four Class III directors to serve until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified or their earlier death, resignation or removal.
FOR WITHHELD BROKER NON-VOTES
William P. Foley II 168,273,395 46,102,247 25,956,874
Douglas K. Ammerman 193,164,233 21,211,409 25,956,874
Thomas M. Hagerty 198,538,903 15,836,739 25,956,874
Peter O. Shea, Jr. 180,312,569 34,063,073 25,956,874
Directors whose term of office as a director continued after the meeting are as follows:
Class I (term expires at the 2027 Annual Meeting of Stockholders): Raymond R. Quirk, Sandra D. Morgan, Heather H. Miller, and John D. Rood
Class II (term expires at the 2028 Annual Meeting of Stockholders): Hon. Halim Dhanidina, Daniel D. (Ron) Lane, and Cary H. Thompson
2. To approve the Amended and Restated Articles of Incorporation to implement annual elections of directors.
FOR AGAINST ABSTAIN BROKER NON-VOTES
213,953,766 253,201 168,675 25,956,874
3. To approve a non-binding advisory resolution on the compensation paid to our named executive officers.
FOR AGAINST ABSTAIN BROKER NON-VOTES
203,983,950 10,025,836 365,856 25,956,874
4. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2026 fiscal year.
FOR AGAINST ABSTAIN
239,467,458 648,427 216,631
Fidelity National Financial Inc. published this content on June 11, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 11, 2026 at 20:08 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]