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United States
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):
August 19, 2005

Fidelity National Financial, Inc.

(Exact name of Registrant as Specified in its Charter)

1-9396
(Commission File Number)

     
Delaware   86-0498599
(State or Other Jurisdiction of Incorporation or Organization)   (IRS Employer Identification Number)

601 Riverside Avenue
Jacksonville, Florida 32204

(Addresses of Principal Executive Offices)

(904) 854-8100
(Registrant’s Telephone Number, Including Area Code)

(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:
 
    
o
   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
    
o
   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
    
o
   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
    
o
   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 August 19, 2005, Fidelity National Financial, Inc. (“FNF”) granted non-qualified stock options to acquire shares of its common stock, $0.001 par value per share, to each of the following persons.

         
Name   Title   Number of Options
William P. Foley, II
   Chairman and Chief Executive Officer   400,000
Alan L. Stinson
   Chief Financial Officer   100,000
Brent B. Bickett
   Executive Vice President   100,000
Cary H. Thompson
   Director   20,000
Daniel D. Lane
   Director   20,000
Terry N. Christensen
   Director   20,000
Douglas K. Ammerman
   Director   20,000
Thomas M. Hagerty
   Director   20,000

These stock options were granted pursuant to FNF’s 2004 Omnibus Incentive Plan. The options have an 8 year term and vest in three equal annual installments, with the first installment vesting on August 19, 2006. In the event of a change of control of FNF, the vesting of these stock options will accelerate and these stock options will become fully exercisable. Each option grant was evidenced by an option agreement substantially in the form attached hereto as Exhibit 99.1. The exercise price of these stock options is $38.83, which was the closing price of one share of FNF common stock on the New York Stock Exchange on August 19, 2005.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

     
Exhibit
   Description
99.1
   Form of Option Grant Agreement
 

 

 

SIGNATURE

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 thereunto duly authorized.

         
  Fidelity National Financial, Inc.
 		  
Date: August 25, 2005 By:   /s/ Alan L. Stinson  
    Name: Alan L. Stinson
Title: Executive Vice President and Chief Financial Officer		  
       
 

 

 

Exhibit Index

     
Exhibit
   Description
99.1
   Form of Option Grant Agreement