UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 18, 2006
THE FIRST AMERICAN CORPORATION
(Exact Name of the Registrant as Specified in Charter)
| California | 001-13585 | 95-1068610 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1 First American Way, Santa Ana, California | 92707-5913 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (714) 800-3000
Not Applicable.
(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)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On May 18, 2006, First American’s shareholders voted to approve the Company’s 2006 Incentive Compensation Plan, which was previously approved by the Company’s board of directors. Eligible participants in the plan include the Company’s directors and executive officers, as well as other employees of the Company and certain of its affiliates. The description of the plan contained in the Company’s definitive proxy statement dated April 6, 2006 and filed with the Securities and Exchange Commission on April 10, 2006, is incorporated herein by reference. A copy of the full text of the plan is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
Paul B. Fay, Jr. retired from the Company’s board of directors with the election of Mary Lee Widener to the board on May 18, 2006.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description | |
| 99.1 | The First American Corporation 2006 Incentive Compensation Plan, incorporated by reference from Appendix A of the registrant’s definitive proxy statement on Schedule 14A filed April 10, 2006. | |
SIGNATURES
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.
| THE FIRST AMERICAN CORPORATION | ||||||||||
| Date: May 19, 2006 |
By: |
/s/ Kenneth D. DeGiorgio | ||||||||
| Name: |
Kenneth D. DeGiorgio | |||||||||
| Title: |
Senior Vice President | |||||||||