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): May 26, 2020
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) |
18101 Von Karman Avenue, Suite 700 | | |
Irvine, California | | 92612 |
(Address of Principal Executive Offices) | | (Zip Code) |
(949) 202-4160
(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 5.07Submission of Matters to a Vote of Security Holders
First Foundation Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders on May 26, 2020 (the “Annual Meeting”). 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 nine 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 | | 30,371,778 | | 381,294 | | 3,400,157 |
John Hakopian | | 30,360,335 | | 392,737 | | 3,400,157 |
Scott F. Kavanaugh | | 30,133,555 | | 619,517 | | 3,400,157 |
Ulrich E. Keller, Jr. | | 30,370,201 | | 382,871 | | 3,400,157 |
David Lake | | 30,397,043 | | 356,029 | | 3,400,157 |
Elizabeth A. Pagliarini | | 30,487,171 | | 265,901 | | 3,400,157 |
Mitchell M. Rosenberg | | 30,066,327 | | 686,745 | | 3,400,157 |
Diane M. Rubin | | 30,484,716 | | 268,356 | | 3,400,157 |
Jacob Sonenshine | | 30,234,539 | | 518,533 | | 3,400,157 |
| | | | | | |
Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accountants
The Company’s stockholders ratified the appointment of Eide Bailly LLP as the Company’s independent registered public accounting firm for fiscal year 2020. The voting results were as follows:
Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
34,080,062 | | 7,395 | | 65,772 | | − |
Brokers were entitled to cast votes on this proposal without voting instructions from the beneficial owners of the shares. As a result, there were no broker non-votes with respect to this proposal.
Proposal No. 3 – Advisory Vote on the Compensation of our Named Executive Officers
The Company’s stockholders approved, on an advisory basis, the compensation paid in 2019 to the Company’s named executive officers. The voting results were as follows:
Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
30,343,487 | | 394,172 | | 15,413 | | 3,400,157 |
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: May 28, 2020 | By: | /s/ ROBERT E. SJOGREN |
| | Robert E. Sjogren General Counsel & Secretary |
