Fidelity National Financial, Inc. (FNF) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I'm Colleen Haley, Vice President and Assistant Corporate Secretary of Fidelity National Financial, and I want to welcome you to our Annual Shareholders' Meeting. Joining me are Mike Nolan, our President; and Tony Park, our Chief Financial Officer. [ Sean Devine ] and [ Mike Kruger ] of Ernst & Young LLP, our independent registered public accounting firm, are also [Technical Difficulty]

And excuse me, one moment. Ms. Haley's line disconnected, and she will be rejoined shortly. Thank you.

I apologize for the interruption. As I said, joining me are Mike Nolan, our President; and Tony Park, our Chief Financial Officer; [ Sean Devine ] and [ Mike Kruger ] of Ernst & Young LLP, our independent registered accounting firm, have also joined us and are available to respond to questions. If any shareholder wishes to ask a question regarding the matters presented, please type your question in the question box on the meeting page. Questions must be relevant to the specific business being conducted at this meeting or directed toward matters of corporate governance in order to be considered for discussion. We will address all appropriate questions at the end of the meeting. This meeting is now called to order. We have a few items to cover today, including the 3 proposals that are described in the proxy statement. Our first order of business today is a report from our inspector of election, Michael Barbera, a representative of Broadridge Financial Solutions. Mr. Barbera is responsible for certifying and counting all shareholder votes. Mr. Barbera, please report on the number of shares represented at this meeting.

Ms. Haley, I wish to report that out of a total of 272,013,813 shares of common stock issued outstanding and entitled to vote at this meeting, 245,761,476 shares or 90.34% are represented in person or by proxy.

Thank you, Mr. Barbera. The number of shares represented at today's meeting exceeds the number required for a quorum. I declare this meeting properly convened for the purpose of transacting business as set forth in the notice of Annual Meeting of Shareholders dated April 23, 2020. This meeting is called to order. I will now move to the formal business of this meeting. The Board fixed April 13, 2020, as the record date for determining shareholders entitled to vote at this meeting. The purposes of this meeting are stated in a notice of annual meeting and related proxy statement mailed to shareholders on April 23, 2020. The polls are now officially open for voting on the proposals set forth in the proxy statement. The polls will remain open until all proposals have been presented. At that time, I will declare the polls closed. Before the close of this meeting, the inspector of elections will complete and report on the vote count. If there is any shareholder who has not voted and wishes to do so, please submit your vote by following the instructions on the meeting website. The first item of business is to elect 4 Class III Directors to serve until the 2023 Annual Meeting of Shareholders or in each case, until their successors are duly elected and qualified. The Board of Directors has nominated William Foley, Douglas Ammerman, Thomas Hagerty and Peter Shea as Class III Directors. Information about each of the nominees can be found in the proxy statement. The company has not received notice of any other nomination by a shareholder as required in its bylaws. Therefore, I declare the nominations for directors closed. The second item of business is a proposal to approve a nonbinding advisory resolution on the compensation paid to our named executive officers as disclosed in the proxy statement. The third item of business is a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2020 fiscal year. Information about each of the proposals is contained in the proxy statement. The Board of Directors recommends that shareholders vote in favor of each of the proposals. [Voting]

The polls for this meeting are now closed. I will now call on the inspector of elections to report on the voting results. Mr. Barbera?

Based upon this morning's vote report, the voting results are as follows: each of the 4 nominees for Director has received a plurality of the votes cast for the election of directors. The majority of shares present in person or by proxy and entitled to vote on the proposal to approve a nonbinding advisory resolution on the compensation paid to the company's named executive officers, as disclosed in the proxy statement was cast in favor of the proposal. The majority of the shares present in person or by proxy and entitled to vote on the proposal to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the 2020 fiscal year were cast in favor of the proposal.

Thank you, Mr. Barbera. William Foley, Douglas Ammerman, Thomas Hagerty and Peter Shea have each been elected as Class III Directors to serve a 3-year term until the 2023 Annual Meeting of Shareholders or until his successor has been elected or qualified. Proposals 2 and 3 have been approved by the shareholders of the company. The final vote count will be disclosed in a current report on Form 8-K to be filed with the SEC within 4 business days. We will furnish a copy of this report to any shareholder who requests it when it becomes available. There being no further business, this meeting is adjourned. We will now respond to the following question from shareholders that were submitted during the meeting.

The question is for [ Sean Devine ] or [ Mike Kruger ] of Ernst & Young. How many staff are on the Ernst & Young FNF engagement?

Good morning, Colleen. This is [ Sean ]. We have approximately 15 to 20, depending on the time of the year, working on the engagement.

Thank you, [ Sean ]. We received 1 additional question for Mr. Barbera. Could we have a specific percentage of positive votes for the proposal based on this meeting's voting report?

Which proposal, Colleen?

I'm sorry, per proposal.

Oh, percentage in favor. For the executive compensation proposal, it's 88.98% in favor. And for the auditors, it's 99.71% in favor. And then for the directors, each nominee received at least 78.33% in favor.

Thank you, Mr. Barbera. There being no further questions, our session is concluded. Thank you for attending Fidelity National Financial's 2020 Annual Meeting of Shareholders, and have a wonderful day.

And this does conclude today's conference call. You may now disconnect.