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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.     )

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Soliciting Material Pursuant to § 240.14a-12
FIDELITY NATIONAL FINANCIAL, INC.
(Name of Registrant as Specified In Its Charter)

 
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On May 28, 2020, Fidelity National Financial, Inc. (“FNF” or the “Company”) and William P. Foley, II entered into a letter agreement (the “Letter Agreement”) amending the terms of Mr. Foley’s compensation as non-executive Chairman of the Board of FNF. Pursuant to the agreement, beginning June 1, 2020, Mr. Foley shall receive the following compensation for his service as non-executive Chairman:

A retainer of $50,000 per quarter.
An annual equity award with a grant date fair value of $300,000, which shall be granted at the same time and shall be subject to the same terms and conditions as the annual equity awards granted to our other non-employee directors.
Mr. Foley shall cease to participate in the Company’s equity portfolio incentive plan.

The foregoing description is qualified in its entirety by reference to the Letter Agreement, which is filed as Exhibit 99.1 to the Company’s 8-K filed with the Securities and Exchange Commission on May 29, 2020.