Fidelity National Financial Inc

This management proposal requests shareholder approval to amend FNF's Articles of Incorporation to eliminate the classified (three-class staggered) board structure and transition to annual elections for all directors over a three-year phased period beginning at the 2027 annual meeting and fully effective for all directors in 2029. Management frames the change as a corporate governance enhancement after weighing advantages and disadvantages of declassification and determined it is in the best interests of the Company and shareholders. The amendment preserves the unexpired portions of incumbent three-year terms and phases in one-year terms as those terms expire, minimizing immediate disruption while moving to annual accountability. The adoption would require a simple majority of outstanding voting power, and the amendment would become effective upon filing with the Nevada Secretary of State. From a governance perspective, declassification reduces entrenchment risk and increases board accountability and responsiveness to shareholders by shortening the time between shareholder oversight opportunities; it can also modestly increase takeover vulnerability and shorten board continuity and institutional memory. The Company discloses the implementation schedule and voting mechanics, and notes that abstentions or broker non-votes (as described elsewhere in the proxy) will have the effect of a vote against the proposal. The board’s recommendation and the prior indication of shareholder support for governance engagement suggest management expects favorable shareholder reception, but shareholders should weigh the tradeoff between increased accountability and potential loss of continuity when deciding how to vote. If approved, the change will gradually convert incumbent directors to one-year terms as their current terms expire; if not approved, the current staggered structure will remain intact.

This management-sponsored advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to FNF’s named executive officers as disclosed in the proxy materials. The board frames the program as a balanced pay-for-performance framework combining modest base salaries with at-risk annual cash incentives and performance-based restricted stock tied primarily to title-segment adjusted pre-tax margin and adjusted title revenue, arguing these metrics align executive pay with operational efficiency and long-term shareholder value. The proxy discloses that 2025 performance exceeded targets, producing a combined annual incentive payout factor of 200% and vesting progress in performance-based equity awards, and emphasizes robust stock ownership guidelines, clawback provisions and governance oversight by the compensation committee and an independent consultant. Because the vote is advisory, approval would not be binding but the board and compensation committee state they will consider the outcome when making future compensation decisions; failure to receive shareholder support would likely prompt review and potential adjustments. The company also points to prior shareholder engagement and a strong prior say-on-pay result (94.1% in 2025) as context for seeking continued endorsement of its compensation approach. Investors should evaluate whether the disclosed pay outcomes reflect appropriate alignment between realized pay and performance, particularly given the use of adjusted (non-GAAP) metrics and the overlap between short- and long-term performance measures. The committee retains discretion in implementation and has disclosed safeguards (clawback, stock-holding, pre-established targets), but shareholders weighing this advisory vote should consider both the demonstrated financial outcomes and the governance mechanisms that mitigate excessive risk-taking.