United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of Registrant as Specified in its Charter)
(Commission File Number)
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) | |||||||
(Addresses of Principal Executive Offices)
(904 ) 854-8100
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events | |||||||
Due to the fee that Fidelity National Financial, Inc. (“FNF”) paid to Trasimene Capital Management, LLC (“Trasimene”), a financial adviser, in connection with FNF’s acquisition of FGL Holdings and Richard N. Massey’s minority ownership of Trasimene, Mr. Massey shall no longer be designated as an independent director of FNF under the criteria established by the New York Stock Exchange and our Corporate Governance Guidelines. On July 22, 2020, Mr. Massey voluntarily resigned from acting as FNF’s Lead Independent Director and serving on FNF’s Compensation Committee and Corporate Governance and Nominating Committee. On August 5, 2020, FNF approved certain changes to the membership of these Committees, which, shall be as follows:
•Compensation Committee: Daniel D. (Ron) Lane (Chair), Cary H. Thompson and Heather H. Murren
•Corporate Governance and Nominating Committee: Peter O. Shea, Jr. (Chair) and John D. Rood
On July 22, 2020, FNF appointed Douglas K. Ammerman to serve as Lead Independent Director.
| Item 9.01. | Financial Statements and Exhibits | |||||||
(d) Exhibits
| Exhibit No. | Exhibit Description | |||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Fidelity National Financial, Inc. | |||||||||||||||||
| Date: | August 7, 2020 | By: | /s/ Michael L. Gravelle | ||||||||||||||
| Name: | Michael L. Gravelle | ||||||||||||||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | ||||||||||||||||