First American Financial Corporation (FAF)
NYSE: FAF · Real-Time Price · USD
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Apr 27, 2026, 4:00 PM EDT - Market closed
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AGM 2024

May 21, 2024

Lisa Cornehl
Vice President, Chief Legal Officer, and Corporate Secretary, First American Financial Corporation

Hello, everyone. My name is Lisa Cornehl, Senior Vice President, Chief Legal Officer, and Corporate Secretary for First American Financial Corporation, and I will act as secretary of this meeting. Please note that this meeting is being recorded, and the recording will be made available on our website. However, no one attending via the webcast is permitted to record or capture all or any portion of the meeting. The meeting today will be presided over by our Chairman of the Board, Dennis Gilmore. Also attending today is Fred Kelso, a partner at PricewaterhouseCoopers, our independent auditors. Fred is available to respond to appropriate questions during the general question and answer period. Daniel Loeffler, who is with Equiniti Shareholder Services, our stock transfer agent, is the Inspector of Elections for this meeting and is also attending today.

After dealing with a few procedural matters, we will take up the items to be acted upon. The polls are currently open and will remain open for the next few minutes. If you have not already voted or if you wish to change your vote, you may do so by following the instructions on the virtual annual meeting website. If you previously voted by proxy through the mail, telephone, or internet, you do not need to vote today unless you wish to change your vote. The agenda for the meeting and the rules of conduct for the meeting are displayed on the virtual annual meeting website. To conduct an orderly meeting, we ask that participants abide by these rules. As stated in these rules, remarks made during the meeting should be limited to matters on the agenda.

As is our custom, we will answer general questions at the end of the meeting. Please submit any questions in the space provided on the virtual annual meeting website. Questions must abide by the rules of conduct. Thank you for your cooperation. I will now turn the meeting over to our chairman, Dennis Gilmore.

Dennis Gilmore
Chairman of the Board, First American Financial Corporation

Thank you, and good afternoon, and welcome to First American Financial Corporation's Annual Shareholder Meeting. I'm Dennis Gilmore, Chairman of the Board. I now call this meeting to order. The three board members up for election are myself, Dennis Gilmore, Chairman of the Board of First American. I've served with the company for over 30 years, including as Chief Executive Officer from 2010 to 2022. I have a deep understanding of the company's business and our industry. Next, Margaret McCarthy, retired Executive Vice President of CVS Health Corporation. She's been a director since 2015. She brings to the board valuable experience in areas of critical importance to the company, including technology, privacy, and cybersecurity. Martha Wyrsch, retired Executive Vice President and General Counsel of Sempra Energy. Director since 2018.

She provides our board with deep understanding, leading to complex businesses, as well as valuable insight to enhance our operations and effectively serve our customers. Detailed biographies of our board members can be found in our proxy. Thank you to all of our board members for your continued service and wise counsel. Our stock transfer agent reported that we have a quorum present for the purposes of transacting business. I'd now like to ask our secretary to run through the agenda for this meeting.

Lisa Cornehl
Vice President, Chief Legal Officer, and Corporate Secretary, First American Financial Corporation

Thank you, Mr. Chairman. There are three items on the agenda for this meeting. The first is the election of Class II directors. The board of directors has nominated Dennis Gilmore, Margaret McCarthy, and Martha Wyrsch to serve as Class II directors for a three-year term expiring on the date of the 2027 Annual Meeting of Stockholders. The board of directors recommends that you vote for each of these Class II director nominees. The second item of business is the approval on an advisory basis of the compensation of the company's named executive officers, as disclosed in the proxy materials for this meeting. The board of directors recommends that you vote for the approval on an advisory basis of our company's executive compensation.

The third item of business is the ratification of PricewaterhouseCoopers as the company's independent accounting firm for 2024. The board of directors recommends that you vote for this proposal. We have not received any questions or comments relating to items on the agenda, and we will defer any questions to after the meeting. The polls have been open since the beginning of the meeting and are about to close. If you have not already voted or if you wish to change your vote, you may do so by following the instructions on the virtual annual meeting website. If you previously voted by proxy through the mail, telephone, or internet, you do not need to vote today unless you wish to change your vote.

We will wait for a moment to allow for the submission of any final votes. Now that everyone has had the opportunity to vote, the polls are now closed. The Inspector of Elections has provided the preliminary results of the voting. The preliminary vote report shows that the three nominees presented have been elected as Class II directors. The executive compensation is approved on an advisory basis, and PricewaterhouseCoopers has been ratified as the company's independent accounting firm for 2024. Please submit now any questions in the space provided on the virtual annual meeting website. At the conclusion of remarks our chairman is about to make, we will stop accepting questions, and we will answer those questions that conform to the rules of conduct for the meeting. Since we have finished our official business, the meeting is now adjourned.

Mr. Chairman, I now turn the time back to you.

Dennis Gilmore
Chairman of the Board, First American Financial Corporation

Thank you to our investors for your continued support of our company. It's my privilege to serve as First American's chairman of the board. First American has continued to demonstrate its strength while navigating the challenging market conditions that began early in 2022. In 2023, despite the market headwinds, First American achieved a 27.6 total shareholder return, $6 billion in total revenue, and returned $289.3 million to shareholders through dividends and share repurchase. Although the challenging market conditions are continuing this year, and transaction levels have remained near historical low levels, we expect modest revenue growth this year. I'm excited about First American's future, as the company is well positioned to emerge stronger when the current down cycle ends.

Given our financial strength, the company will continue to invest in innovation and strategic initiatives that will drive long-term growth, while maintaining our exceptional culture, which has been recognized as one of the 100 best companies to work for by Great Place to Work and Fortune magazine for the ninth consecutive year. Thank you again for your ongoing support of First American.

Lisa Cornehl
Vice President, Chief Legal Officer, and Corporate Secretary, First American Financial Corporation

Thank you for your remarks, Mr. Chairman. We will now stop accepting questions. Since we have received no questions, we want to thank you for your participation in our meeting today. We will now conclude the call. Hello, everyone. My name is Lisa Cornehl, Senior Vice President, Chief Legal Officer, and Corporate Secretary for First American Financial Corporation, and I will act as secretary of this meeting. Please note that this meeting is being recorded, and a recording will be made available on our website. However, no one attending via the webcast is permitted to record or capture all or any portion of the meeting. The meeting today will be presided over by our Chairman of the Board, Dennis Gilmore. Also attending today is Fred Kelso, a partner at PricewaterhouseCoopers, our independent auditors.

Fred is available to respond to appropriate questions during the general question and answer period. Daniel Loeffler, who is with Equiniti Shareholder Services, our stock transfer agent, is the Inspector of Elections for this meeting and is also attending today. After dealing with a few procedural matters, we will take up the items to be acted upon. The polls are currently open and will remain open for the next few minutes. If you have not already voted or if you wish to change your vote, you may do so by following the instructions on the virtual annual meeting website. If you previously voted by proxy through the mail, telephone, or internet, you do not need to vote today unless you wish to change your vote.

The agenda for the meeting and the rules of conduct for the meeting are displayed on the virtual annual meeting website. To conduct an orderly meeting, we ask that participants abide by these rules.

As stated in these rules, remarks made during the meeting should be limited to matters on the agenda. As is our custom, we will answer general questions at the end of the meeting. Please submit any questions in the space provided on the virtual annual meeting website. Questions must abide by the rules of conduct. Thank you for your cooperation. I will now turn the meeting over to our chairman, Dennis Gilmore.

Dennis Gilmore
Chairman of the Board, First American Financial Corporation

Thank you, and good afternoon, and welcome to First American Financial Corporation's Annual Shareholder Meeting. I'm Dennis Gilmore, Chairman of the Board. I now call this meeting to order. The three board members up for election are myself, Dennis Gilmore, Chairman of the Board of First American. I've served with the company for over 30 years, including as Chief Executive Officer from 2010 to 2022. I have a deep understanding of the company's business and our industry. Next, Margaret McCarthy, retired Executive Vice President of CVS Health Corporation. She's been a director since 2015. She brings to the board valuable experience in areas of critical importance to the company, including technology, privacy, and cybersecurity. And Martha Wyrsch, retired Executive Vice President and General Counsel of Sempra Energy.

Director since 2018, she provides our board with deep understanding leading to complex businesses, as well as valuable insight to enhance our operations and effectively serve our customers. Detailed proxy biographies of our board members can be found in our proxy. Thank you to all of our board members for your continued service and wise counsel. Our stock transfer agent reported that we have a quorum present for the purposes of transacting business. I'd now like to ask our secretary to run through the agenda for this meeting.

Lisa Cornehl
Vice President, Chief Legal Officer, and Corporate Secretary, First American Financial Corporation

Thank you, Mr. Chairman. There are three items on the agenda for this meeting. The first is the election of Class II directors. The board of directors has nominated Dennis Gilmore, Margaret McCarthy, and Martha Wyrsch to serve as Class II directors for a three-year term expiring on the date of the 2027 annual meeting of stockholders. The board of directors recommends that you vote for each of these Class II director nominees. The second item of business is the approval on an advisory basis of the compensation of the company's named executive officers, as disclosed in the proxy materials for this meeting. The board of directors recommends that you vote for the approval on an advisory basis of our company's executive compensation.

The third item of business is the ratification of PricewaterhouseCoopers as the company's independent accounting firm for 2024. The Board of Directors recommends you vote for this proposal. We have not received any questions or comments relating to items on the agenda, and we will defer any questions to after the meeting. The polls have been open since the beginning of the meeting and are about to close. If you have not already voted or if you wish to change your vote, you may do so by following the instructions on the virtual annual meeting website. If you previously voted by proxy through the mail, telephone, or internet, you do not need to vote today unless you wish to change your vote.

We will wait for a moment to allow for the submission of any final votes. Now that everyone has had the opportunity to vote, the polls are now closed. The Inspector of Elections has provided the preliminary results of the voting. The preliminary vote report shows that the three nominees presented have been elected as Class II directors. The executive compensation is approved on an advisory basis, and PricewaterhouseCoopers has been ratified as the company's independent accounting firm for 2024. Please submit now any questions in the space provided on the virtual annual meeting website. At the conclusion of remarks our chairman is about to make, we will stop accepting questions, and we will answer those questions that conform to the rules of conduct for the meeting.

Since we have finished our official business, the meeting is now adjourned. Mr. Chairman, I now turn the time back to you.

Dennis Gilmore
Chairman of the Board, First American Financial Corporation

Thank you to our investors for your continued support of our company. It's my privilege to serve as First American's chairman of the board. First American has continued to demonstrate its strength while navigating the challenging market conditions that began early in 2022. In 2023, despite the market headwinds, First American achieved a 27.6 total shareholder return, $6 billion in total revenue, and returned $289.3 million to shareholders through dividends and share repurchase. Although the challenging market conditions are continuing this year and transaction levels have remained near historical low levels, we expect modest revenue growth this year. I'm excited about First American's future, as the company is well positioned to emerge stronger when the current down cycle ends.

Given our financial strength, the company will continue to invest in innovation and strategic initiatives that will drive long-term growth while maintaining our exceptional culture, which has been recognized as one of the 100 best companies to work for by Great Place to Work and Fortune for the ninth consecutive year. Thank you again for your ongoing support of First American.

Lisa Cornehl
Vice President, Chief Legal Officer, and Corporate Secretary, First American Financial Corporation

Thank you for your remarks, Mr. Chairman. We will now stop accepting questions. Since we have received no questions, we want to thank you for your participation in our meeting today. We will now conclude the call.

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