Fidelity National Financial (FNF) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 10, 2026, to be held virtually, with shareholders able to vote online, by phone, or by mail.

• Four Class III directors are up for election, and key proposals include declassifying the board, a say-on-pay vote, and auditor ratification.

• The company reported $14.3 billion in revenue and $679 million in net earnings for 2025, with strong shareholder returns through dividends and buybacks.

• FNF continues to control F&G, its majority-owned annuity and life insurance subsidiary, after two distributions of F&G shares to shareholders.

Voting matters and shareholder proposals

• Proposal 1: Elect four Class III directors for terms expiring in 2029.

• Proposal 2: Amend Articles of Incorporation to phase in annual director elections, ending the classified board structure by 2029.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting for all proposals.

Board of directors and corporate governance

• Board consists of 11 directors, with a mix of long-tenured and recently added members to enhance diversity and expertise.

• Majority voting in uncontested director elections, proxy access, and annual board/committee evaluations are in place.

• Lead Independent Director role established, with robust duties and regular executive sessions.

• Board diversity: 2 of 11 directors are women, 2 are of diverse race/ethnicity.

• Four standing committees: audit, compensation, corporate governance and nominating, and related person transaction.