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Fidelity National Financial, Inc.

For the period ended Jun 11, 2025. Filed Apr 28, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 11, 2025 · Filed Apr 28, 2025

FNF$43.84+2.2%Stored close · as of Nov 6, 2026
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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. )

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12
Fidelity National Financial, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

FIDELITY NATIONAL FINANCIAL, INC. 601 RIVERSIDE AVENUE JACKSONVILLE, FLORIDA 32204 APRIL 28, 2025 Dear Shareholder: On behalf of the board of directors, I cordially invite you to attend the annual meeting of the shareholders of Fidelity National Financial, Inc. The meeting will be held virtually on June 11, 2025 at 10:00 a.m., Eastern Time. Instructions for accessing the virtual meeting platform online are included in the Proxy Statement for this meeting. The formal Notice of Annual Meeting and Proxy Statement for this meeting are attached to this letter. The Notice of Annual Meeting and Proxy Statement contain more information about the annual meeting, including who can vote and the different methods you can use to vote, including the telephone, Internet and traditional paper proxy card. Whether or not you plan to attend the virtual annual meeting, please vote by one of the outlined methods to ensure that your shares are represented and voted in accordance with your wishes. On behalf of the board of directors, I thank you for your support. Sincerely, Michael J. Nolan Chief Executive Officer

NOTICE OF ANNUAL

MEETING OF SHAREHOLDERS

To the Shareholders of Fidelity National Financial, Inc.:

Notice is hereby given that the 2025 Annual Meeting of Shareholders of Fidelity National Financial, Inc. will be held via live webcast on June 11, 2025, at 10:00 a.m., Eastern Time. The meeting can be accessed by visitingwww.virtualshareholdermeeting.com/FNF2025 and using your 16-digit control number, where you will be able to listen to the meeting live and vote online. We encourage you to allow ample time for online check-in, which will open at 9:45 a.m. Eastern Time. Please note that there will not be a physical location for the 2025 Annual Meeting and that you will only be able to attend the meeting by means of remote communication. We designed the format of our virtual annual meeting to ensure that our shareholders who attend the virtual annual meeting will have the same rights and opportunities to participate as they would at an in-person meeting, including the ability to submit questions.

The meeting is being held in order to:

1.Elect three Class II directors to serve until the 2028 Annual Meeting of Shareholders or until their successors are duly elected and qualified or their earlier death, resignation or removal;
2.Approve the redomestication of the Company to the State of Nevada by conversion;
3.Approve or disapprove a shareholder proposal to elect each director annually;
4.Approve a non-binding advisory resolution on the compensation paid to our named executive officers (the Say-on-Pay Proposal);
5.Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2025 fiscal year.

At the meeting, we will also transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

The board of directors set April 14, 2025 as the record date for the meeting. This means that owners of FNF’s common stock at the close of business on that date are entitled to:

•Receive notice of the meeting; and
•Vote at the meeting and any adjournments or postponements of the meeting.

All shareholders are cordially invited to attend the virtual annual meeting. Please read these proxy materials and cast your vote on the matters that will be presented at the annual meeting.

You may vote your shares through the Internet, by telephone, or by mailing your proxy card. Instructions for our registered shareholders are described under the question “How do I vote?” on page 3 of the proxy statement.

Sincerely,

Michael L. Gravelle

Corporate Secretary

Jacksonville, Florida

April 28, 2025

PLEASE COMPLETE, DATE AND SIGN YOUR PROXY AND MAIL IT PROMPTLY IN AN ENVELOPE (OR VOTE VIA TELEPHONE OR INTERNET) TO ASSURE REPRESENTATION OF YOUR SHARES.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2025: The Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are availablewww.proxyvote.com.

TABLE OF CONTENTS

1General Information About the Company
2General Information About the Virtual Annual Meeting
8Corporate Governance Highlights
8Corporate Governance and Related Matters
21Certain Information About Our Directors
30Proposal No. 1: Election of Directors
31Proposal No. 2: Approval of Redomestication of Fidelity National Financial, Inc. from the State of Delaware to the State of Nevada
63Proposal No. 3: Elect Each Director Annually
64Certain Information About Our Executive Officers
65Compensation Discussion and Analysis
85Executive Compensation
114Proposal No. 4: Advisory Vote on Executive Compensation
115Proposal No. 5: Ratification of Independent Registered Public Accounting Firm
116Security Ownership of Certain Beneficial Owners, Directors and Executive Officers
118Certain Relationships and Related Person Transactions
124Delinquent Section 16(a) Reports
124Shareholder Proposals and Nominations
125Other Matters
125Available Information
Annex A:Plan of Conversion
Annex B:Nevada Articles of Incorporation
Annex C:Nevada Bylaws

PROXY STATEMENT

The proxy is solicited by the board of directors, or theboard, of Fidelity National Financial, Inc., orFNFor theCompany, for use at the Annual Meeting of Shareholders to be held on June 11, 2025 at 10:00 a.m., Eastern Time, or at any postponement or adjournment thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. The annual meeting will be held virtually atwww.virtualshareholdermeeting.com/FNF2025.

It is anticipated that such proxy, together with this proxy statement, will first be mailed on or about April 28, 2025 to all shareholders entitled to vote at the meeting.

The Company’s principal executive offices are located at 601 Riverside Avenue, Jacksonville, Florida 32204, and its telephone number at that address is (904) 854-8100.

FORWARD-LOOKING STATEMENTS

This proxy statement includes forward-looking statements. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking statements include statements about our business and future performance, as well as ESG targets, goals, and commitments outlined in this proxy statement or elsewhere. These statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods, or by the inclusion of forecasts or projections. We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors, except where we are expressly required to do so by law. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.