0001193125-26-226782
SEC filingFirst American Financial Corporation stockholders approved amendments to declassify the Board of Directors and eliminate supermajority voting requirements at the 2026 annual meeting, effective May 14, 2026.
The amendments represent significant governance enhancements, transitioning from a classified board structure to annual director elections by 2029 through a phased approach: three classes until 2027, two classes in 2027-2028, and full declassification thereafter. This increases Board accountability to shareholders. Elimination of supermajority requirements lowers thresholds for director removal (now for cause only during transition, then with/without cause), Certificate amendments, and Bylaw changes to simple majority, aligning with majority voting standards. All proposals received strong support, with declassification at 87.7M for votes and supermajority elimination at 87.7M for, indicating broad shareholder alignment. Class I director elections saw overwhelming approval, ensuring continuity. These changes, filed and effective May 14, 2026, modernize governance without immediate Board changes.