First American Financial Corporation | Elect Each Director Annually at First American Financial Corporation

Status
Omitted
Previous AGM date
Resolution details
Company ticker
FAF
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
United States
Resolved clause
RESOLVED, shareholders ask that our Company take each step necessary to reorganize the Board of Directors in order that each director stands for election at each annual meeting. Although First American Financial can adopt this proposal topic in one-year and one-year implementation is a best practice, this proposal allows the option to phase it in. Electing each director annually provides shareholders with the opportunity to evaluate the entire board's performance every year, rather than just a fraction of it. This frequent evaluation gives shareholders more leverage, particularly if management is underperforming or making controversial decisions, such as approving excessive executive pay. Annual elections make directors more accountable to shareholders instead of each other, in contrast to the less rigorous process that can occur in uncontested staggered elections. Annual elections make it more difficult for poorly performing or ineffective directors to remain on the Board, as they cannot simply rely on 3-year terms for protection. Annual election of each director promotes new leadership and fresh ideas, preventing a fraternal atmosphere that can favor the interests of management over those of shareholders. Annual elections pressure directors to perform well and stay actively engaged in their roles to retain their seats. The need to be re-evaluated each year encourages directors to be more responsive to shareholder concerns. Competitive and meaningful director elections are considered a core element of good corporate governance, leading to a more vigilant and effective board. FAF will object to this proposal. However FAF shareholders did not listen to the 2025 FAF objection to the shareholder proposal for a Simple Majority Vote standard and gave it overwhelming 86% support. Now could be a ripe time for this proposal to improve director accountability since FAF stock was at $81 in 2022 and was only $59 in late 2025 despite a robust stock market. If FAF directors stand for election each year they may be incentivized to perform better. Challenging news reports regarding FAF emerged in 2025. FAF CEO Kenneth DeGiorgio was terminated following his arrest for assault after a fight on a cruise ship. FAF reported an $18 million one-time expense related to executive separation cost. FAF's co-president, Kevin Wall, also left the company in June 2025. A shareholder alert and investigation by Kaskela Law LLC was announced in April 2025 to determine if FAF's officers and directors breached their fiduciary duties to shareholders, following a significant decline in the FAF stock price since November 2024. FAF corporate insider perception was reported as negative, with an increase in insiders selling their shares in Q3 2025.

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