ffwm-8k_20200526.htm
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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): 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)

(949202-4160

(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. 1Election 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. 2Ratification 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

 

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Document And Entity Information
May 26, 2020
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 26, 2020
Entity Registrant Name FIRST FOUNDATION INC.
Entity Central Index Key 0001413837
Entity Emerging Growth Company false
Entity File Number 001-36461
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 20-8639702
Entity Address, Address Line One 18101 Von Karman Avenue
Entity Address, Address Line Two Suite 700
Entity Address, City or Town Irvine
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92612
City Area Code 949
Local Phone Number 202-4160
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