8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 11, 2021

FIRST AMERICAN FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-34580	26-1911571
(State or Other Jurisdiction<br><br><br>of Incorporation)	(Commission<br><br><br>File Number)	(IRS Employer<br><br><br>Identification No.)
1 First American Way,<br><br><br>Santa Ana, California		92707-5913
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (714) 250-3000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value	FAF	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 12, 2021, Jean C. LaTorre was appointed to the Board of Directors of First American Financial Corporation (the “Company”). Ms. LaTorre has not yet been appointed to serve on any committees of the Board.  A copy of the press release announcing her appointment is attached hereto as Exhibit 99.1.

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

The annual meeting of stockholders of the Company was held on May 11, 2021.  Results of the voting at the meeting are set forth below.

Election of Class II Directors.  The names of the persons who were nominated to serve as Class II 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 Class II director nominees were elected.

Name of Class II Nominee	Votes For	Votes Withheld	Broker Non-Votes
Dennis J. Gilmore	91,850,649	1,649,422	6,556,227
Margaret M. McCarthy	86,258,434	7,241,638	6,556,227
Martha B. Wyrsch	91,189,754	2,310,317	6,556,227

Advisory Vote on Executive Compensation.  At the meeting, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, with 63,746,244 votes for, 29,276,415 votes against, 477,412 votes abstaining and 6,556,227 broker non-votes.

Ratification of Independent Public Accountants.  At the meeting, the stockholders of the Company also voted to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021, with 98,500,410 votes for, 1,082,734 votes against, and 473,155 votes abstaining.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br><br>Number	Description
99.1	Press Release, dated May 13, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FIRST AMERICAN FINANCIAL CORPORATION
Date:  May 14, 2021	By:	/s/ Kenneth D. DeGiorgio
		Name:	Kenneth D. DeGiorgio
		Title:	Executive Vice President
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faf-ex991_7.htm

Exhibit 99.1

NEWS	FOR<br><br><br>IMMEDIATE<br><br><br>RELEASE

First American Financial Corporation Appoints

Jean C. LaTorre to Board of Directors

SANTA ANA, Calif., May 13, 2021 – First American Financial Corporation (NYSE: FAF), a leading global provider of title insurance, settlement services and risk solutions for real estate transactions, announced today that Jean C. LaTorre has been appointed to the company’s board of directors.

LaTorre currently serves as executive vice president and chief investment officer of The Guardian Life Insurance Company of America (Guardian), where she is responsible for investment policy and strategy across public and private equity, fixed income and commercial real estate. Before joining Guardian, LaTorre was senior vice president, chief investment officer and chief economist at Aetna, Inc. She also chaired Aetna’s fully owned hedge fund. She joined Aetna in 1991 and held various roles of increasing responsibility during her distinguished career in investments for the company.

“I’m very pleased to welcome Jean to First American’s board,” said Parker S. Kennedy, chairman of First American Financial Corporation. “With her background at industry-leading insurance companies, extensive experience directing investment policy and strategy and deep economic insights, Jean will bring a valuable perspective to our Board and our company.”

LaTorre, who is also a Chartered Financial Analyst, earned a master’s degree in business administration from New York University's Stern School of Business and she earned a bachelor’s degree in both business administration and English from the State University of New York at Albany.

About First American

First American Financial Corporation (NYSE: FAF) is a leading provider of title insurance, settlement services and risk solutions for real estate transactions that traces its heritage back to 1889. First American also provides title plant management services; title and other real property records and images; valuation products and services; home warranty products; banking, trust and wealth management services; and other related products and services. With total revenue of $7.1 billion in 2020, the company offers its products and services directly and through its agents throughout the United States and abroad. In 2021, First American was named to the Fortune 100 Best Companies to Work For^®^ list for the sixth consecutive year. More information about the company can be found at www.firstam.com.

First American Financial Corporation Appoints Jean C. LaTorre to Board of Directors

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Media Contact:	Investor Contact:
Marcus Ginnaty<br><br><br>Corporate Communications<br>First American Financial Corporation <br>714-250-3298	Craig Barberio<br><br><br>Investor Relations<br><br><br>First American Financial Corporation<br><br><br>714-250-5214