Form 8-K - Current report

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): June 27, 2023

FIRST FOUNDATION INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36461

20-8639702

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

200 Crescent Court, Suite 1400
Dallas, Texas		75201
(Address of Principal Executive Offices)		(Zip Code)

(469) 638-9636

(Registrant’s Telephone Number, Including Area Code)

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		FFWM		NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07

Submission of Matters to a Vote of Security Holders.

First Foundation Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders on June 27, 2023 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the proposals listed below, each of which was described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 15, 2023:

1. To elect ten members to the Board of Directors of the Company (the “Board”), each to hold office for a term of one year or until his or her respective successor is duly elected and qualified;

2. To ratify the appointment of Eide Bailly LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and

3. To approve, by non-binding advisory vote, the compensation of the Company’s named executive officers for the year ended December 31, 2022.

Each stockholder of record is entitled to one vote per share of common stock. As of the close of business on May 4, 2023, the record date for the Annual Meeting, there were a total of 56,424,276 shares of the Company’s common stock issued and outstanding. Present at the Annual Meeting, either in person or by proxy, were holders of 44,265,962 shares of the Company’s common stock, constituting a quorum of the Company’s outstanding shares.

On June 29, 2023, First Coast Results, Inc., the independent inspector of elections for the Annual Meeting, issued its final report which certified the final voting results for the Annual Meeting. Set forth below are the final voting results as provided by First Coast Results, Inc.

Proposal No. 1 – Election of Directors

Company Nominees

Name	Votes For		Votes Withheld		Broker Non-Votes
Max A. Briggs		43,396,338		606,388		—
John A. Hakopian		35,326,702		8,655,742		—
Scott F. Kavanaugh		43,350,388		652,338		—
Ulrich E. Keller, Jr.		43,524,382		478,345		—
David G. Lake		43,462,633		540,093		—
Elizabeth A. Pagliarini		43,343,364		659,362		—
Mitchell M. Rosenberg, Ph.D.		42,741,988		1,260,738		—
Diane M. Rubin		43,441,399		561,326		—
Jacob P. Sonenshine		43,372,651		630,075		—
Gabriel V. Vazquez		43,508,451		491,275		—

Driver Nominee

Name

Votes For

Votes Withheld

Broker Non-Votes

Allison Ball

8,679,113

35,330,649

—

The stockholders voted to elect Max A. Briggs, John A. Hakopian, Scott F. Kavanaugh, Ulrich E. Keller, Jr., David G. Lake, Elizabeth A. Pagliarini, Mitchell M. Rosenberg, Ph.D., Diane M. Rubin, Jacob P. Sonenshine and Gabriel V. Vazquez as directors, each to hold office for a term of one year or until his or her respective successor is duly elected and qualified.

Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For		Votes Against		Abstain		Broker Non-Votes
43,771,642		230,870		263,450		—

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The stockholders voted to approve the ratification of Eide Bailly LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Proposal No. 3 – Advisory Vote on the Compensation of the Company’s Named Executive Officers

Votes For		Votes Against		Abstain		Broker Non-Votes
39,657,395		3,643,020		743,212		—

The stockholders voted to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers for the year ended December 31, 2022.

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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.

	FIRST FOUNDATION INC.

Date: June 30, 2023	By:	/s/ SCOTT F. KAVANAUGH
		Scott F. Kavanaugh
		President and Chief Executive Officer

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Cover	Jun. 27, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 27, 2023
Entity File Number	001-36461
Entity Registrant Name	FIRST FOUNDATION INC.
Entity Central Index Key	0001413837
Entity Tax Identification Number	20-8639702
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	200 Crescent Court
Entity Address, Address Line Two	Suite 1400
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	469
Local Phone Number	638-9636
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	FFWM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false