Fidelity National Financial, Inc. 8-K

What Happened

• Fidelity National Financial, Inc. (FNF) filed an 8-K reporting that its stockholders approved Amended and Restated Articles of Incorporation at the 2026 Annual Meeting; the amendments were filed with the Nevada Secretary of State and became effective June 10, 2026. The change begins phasing out the company’s classified (three-year) board structure starting with the 2027 Annual Meeting and moves to annual director elections by the 2029 Annual Meeting. The company’s Amended and Restated Bylaws, revised to conform to the Articles, also became effective June 10, 2026.

Key Details

• Record date for the Annual Meeting: April 13, 2026; 269,157,540 shares outstanding and entitled to vote; a quorum was present.
• Board declassification schedule: phase-in begins at the 2027 Annual Meeting; directors will be elected to one-year terms as incumbents’ three-year terms expire; all directors will stand for annual election beginning 2029.
• Director election votes (Class III directors elected at the meeting to terms expiring 2029):
  • William P. Foley II: For 168,273,395; Withheld 46,102,247; Broker non-votes 25,956,874.
  • Douglas K. Ammerman: For 193,164,233; Withheld 21,211,409; Broker non-votes 25,956,874.
  • Thomas M. Hagerty: For 198,538,903; Withheld 15,836,739; Broker non-votes 25,956,874.
  • Peter O. Shea, Jr.: For 180,312,569; Withheld 34,063,073; Broker non-votes 25,956,874.
• Vote to approve the Amended and Restated Articles (annual elections): For 213,953,766; Against 253,201; Abstain 168,675; Broker non-votes 25,956,874.
• Other votes: Non-binding advisory approval of executive compensation — For 203,983,950; Against 10,025,836; Abstain 365,856; Ratification of Ernst & Young LLP as auditor — For 239,467,458; Against 648,427; Abstain 216,631.

Why It Matters

• Board declassification means FNF will move from staggered multi-year director terms to annual director elections, increasing the frequency at which shareholders can vote on directors and potentially improving board accountability. The amendment does not shorten current unexpired three-year terms; the change is phased in per the schedule above. Investors should note the effective date (June 10, 2026) and the timeline for when director elections will become annual (fully in effect by the 2029 Annual Meeting).