UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
First Foundation Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders on June 7, 2022 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (the “Amendment”) to amend Article IV of the Certificate of Incorporation to increase the number of authorized shares of common stock from 70,000,000 to 100,000,000. The Amendment, which was filed with the Secretary of State of the State of Delaware on June 8, 2022, is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07Submission of Matters to a Vote of Security Holders
At the Annual Meeting on June 7, 2022, the Company’s stockholders voted on the proposals listed below, each of which was described in the Company’s proxy statement for the Annual Meeting.
Proposal No. 1 – Election of Directors
The Company’s stockholders elected the following ten individuals to serve as directors for the ensuing year and until their successors are elected and qualify to serve. There were no nominees other than those listed below. The voting results were as follows:
Name |
| Votes For |
| Votes Withheld |
| Broker Non-Votes |
Max Briggs |
| 41,517,909 |
| 876,513 |
| 3,448,931 |
John Hakopian |
| 41,389,419 |
| 1,005,003 |
| 3,448,931 |
Scott F. Kavanaugh |
| 39,279,191 |
| 3,115,231 |
| 3,448,931 |
Ulrich E. Keller, Jr. |
| 41,432,143 |
| 962,279 |
| 3,448,931 |
David Lake |
| 42,084,027 |
| 310,395 |
| 3,448,931 |
Elizabeth A. Pagliarini |
| 41,618,363 |
| 776,059 |
| 3,448,931 |
Mitchell M. Rosenberg |
| 32,000,725 |
| 10,393,697 |
| 3,448,931 |
Diane M. Rubin |
| 42,020,018 |
| 374,404 |
| 3,448,931 |
Jacob Sonenshine |
| 41,013,717 |
| 1,380,705 |
| 3,448,931 |
Gary Tice |
| 41,398,154 |
| 996,268 |
| 3,448,931 |
Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Eide Bailly LLP as the Company’s independent registered public accounting firm for fiscal year 2022. The voting results were as follows:
Votes For |
| Votes Against |
| Abstain |
| Broker Non-Votes |
45,627,114 |
| 12,936 |
| 203,303 |
| — |
Proposal No. 3 – Approve and Adopt an Amendment of the Company’s Certificate of Incorporation to Increase the Authorized Shares of Common Stock from 70,000,000 Shares to 100,000,000 Shares
The Company’s stockholders approved the Amendment. The voting results were as follows:
Votes For |
| Votes Against |
| Abstain |
| Broker Non-Votes |
44,799,224 | 797,480 | 246,649 | — |
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Proposal No. 4 – Advisory Vote on the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, on an advisory basis, the compensation paid in 2021 to the Company’s named executive officers. The voting results were as follows:
Votes For |
| Votes Against |
| Abstain |
| Broker Non-Votes |
41,139,125 |
| 1,017,143 |
| 238,154 |
| 3,448,931 |
Item 9.01 | Financial Statements and Exhibits |
Exhibit No. |
| Description |
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3.1 |
| Certificate of Amendment to Certificate of Incorporation of First Foundation Inc. |
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|
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 10, 2022 | By: | /s/ KEVIN L. THOMPSON |
Kevin L. Thompson | ||
Executive Vice President and | ||
Chief Financial Officer | ||
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