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FNF > SEC Filings for FNF > Form 8-K on 18-Jun-2014All Recent SEC Filings

Show all filings for FIDELITY NATIONAL FINANCIAL, INC.

Form 8-K for FIDELITY NATIONAL FINANCIAL, INC.


18-Jun-2014

Submission of Matters to a Vote of Security Holders, Financial


Item 5.07. Submission of Matters to a Vote of Security Holders
The Fidelity National Financial, Inc. ("FNF" or the "Company") Annual Meeting of Stockholders was held June 18, 2014. As of May 7, 2014, the record date for the Annual Meeting, 276,957,219 shares of the Company's common stock 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 and broker non-votes, if applicable, with respect to each proposal is set out below:
1. To amend and restate FNF's certificate of incorporation to (i) reclassify our existing FNF Class A Common Stock (Old FNF common stock) into two new tracking stocks, one to be designated the FNF Group common stock (FNF common stock) and the other to be designated the FNFV Group common stock (FNFV common stock) and
(ii) provide for the attribution of the businesses, assets and liabilities of FNF between our core title insurance, real estate, technology and mortgage related businesses (the FNF Group) and our portfolio company investments (the FNFV Group).
FOR AGAINST ABSTAIN BROKER NON_VOTES 162,118,995 74,862,388 1,563,407 16,059,916

2. To change each outstanding share of Old FNF common stock into one share of FNF common stock and 0.3333 of a share of FNFV common stock.
FOR AGAINST ABSTAIN BROKER NON_VOTES
161,898,061 75,079,224 1,567,505 16,059,916

3. To amend and restate our certificate of incorporation, in connection with the recapitalization of the Old FNF common stock into two new tracking stocks, to provide the board of directors with discretion to convert shares of our common stock intended to track the performance of either of the FNF Group or the FNFV Group into common stock intended to track the performance of our company as a whole.
FOR AGAINST ABSTAIN BROKER NON_VOTES 155,640,410 81,303,351 1,601,029 16,059,916

4. To amend and restate our certificate of incorporation, in connection with the recapitalization of the Old FNF common stock into two new tracking stocks, to provide the board of directors with discretion to permit the sale of all or substantially all of the assets attributed to the FNF Group and/or the FNFV Group without the vote of the stockholders of that group, if the net proceeds of such sale are distributed to the holders of that stock by means of a dividend or redemption, that stock is converted into stock of the other group or a combination of the foregoing is effected.

    FOR        AGAINST      ABSTAIN    BROKER NON_VOTES
155,544,041   81,467,944   1,532,805      16,059,916


5. To elect four Class III directors to serve until the 2017 FNF Annual Meeting
of Stockholders, or until their successors are duly elected and qualified, or
until their earlier death, resignation or removal.
                           FOR         WITHHELD
William P. Foley, II   212,515,937    26,028,853
Douglas K. Ammerman    220,415,320    18,129,470
Thomas M. Hagerty      213,517,818    25,026,972
Peter O. Shea, Jr.     220,205,018    18,339,772

Directors whose term of office as a director continued after the meeting are as follows:
Class I (term expires at the 2015 Annual Stockholders Meeting): Frank P. Willey, Willie D. Davis and John D. Rood.
Class II (term expires at the 2016 Annual Stockholders Meeting): Daniel D. (Ron) Lane, Richard N. Massey and Cary H. Thompson.


6. To approve a non-binding advisory resolution on the compensation paid to our named executive officers.
FOR AGAINST ABSTAIN BROKER NON_VOTES
156,271,754 80,944,360 1,328,676 16,059,916

7. To amend and restate the Fidelity National Financial, Inc. 2013 Employee Stock Purchase Plan to add a cash matching feature and to limit the total number of shares of Old FNF common stock that may be purchased on the open market with cash contributed into the plan.
FOR AGAINST ABSTAIN BROKER NON_VOTES 236,839,701 1,018,759 686,330 16,059,916

8. Ratification and appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2014 fiscal year.
FOR AGAINST ABSTAIN BROKER NON_VOTES
252,924,851 983,267 696,588 -



Item 9.01. Financial Statements and Exhibits
(d) Exhibit
99.1 Press release issued by Fidelity National Financial, Inc., dated June 18, 2014.


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