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 7, 2022
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 5.03Amendments 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 | — |
2
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 |
|
|
|
3.1 |
| Certificate of Amendment to Certificate of Incorporation of First Foundation Inc. |
|
|
|
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
3
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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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
FIRST FOUNDATION INC.
First Foundation Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
FIRST: Pursuant to Section 242 of the DGCL, this Certificate of Amendment to Certificate of Incorporation (the “Amendment”) amends certain provisions of the Certificate of Incorporation of the Corporation, as currently in effect (the “Certificate”).
SECOND:This Amendment has been approved and duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Section 242 of the DGCL, and the provisions of the Certificate.
THIRD:Article IV of the Certificate shall be amended and restated in its entirety to read as follows:
“The total number of shares of stock that the Corporation shall have authority to issue is 105,000,000, consisting of the following:
A.100,000,000 shares of Common Stock, par value $0.001 per share.
B.5,000,000 shares of Preferred Stock, par value $0.001 per share, which may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors of the Corporation (the “Board of Directors”), with the authority to do so being hereby expressly vested in the Board of Directors. The Board of Directors is further authorized, subject to any limitations prescribed by law, but to the fullest extent permitted by law, to fix by resolution or resolutions the designations, powers, preferences and rights of, and the qualifications, limitations or restrictions on, any wholly unissued series of Preferred Stock including, without limitation, authority to fix by resolution or resolutions the dividend rights, dividend preferences, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, liquidation preferences and relative, participating, optional or other rights of the shares of each such series and any qualifications, limitations or restrictions thereof, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.
The Board of Directors is further authorized, subsequent to the issuance of shares of any series of Preferred Stock then outstanding, to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of
such series, the number of which was fixed by it, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in the Certificate of Incorporation or in the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.
C.Except as may otherwise be provided in this Certificate of Incorporation (including any certificate filed with the Secretary of State of the State of Delaware establishing the terms of a series of Preferred Stock in accordance with Section B of this ARTICLE IV) or by applicable law, each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote, and no holder of any series of Preferred Stock, as such, shall be entitled to any voting powers in respect thereof.
D.Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock, dividends may be declared and paid on the Common Stock at such times and in such amounts as the Board of Directors in its discretion shall determine.
E.Upon the dissolution, liquidation or winding up of the corporation, subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders of the Common Stock shall be entitled to receive the assets of the corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them.”
FOURTH:The Amendment shall be effective as of the date it is filed.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Certificate of Incorporation to be signed by a duly authorized officer of the Corporation on this 8th day of June, 2022.
FIRST FOUNDATION INC.
By: /s/ Scott F. Kavanaugh
Scott F. Kavanaugh
Chief Executive Officer