First Foundation Inc. Amends Bylaws, Relocates HQ to Dallas
Ticker: FFWM · Form: 8-K · Filed: Feb 27, 2024 · CIK: 1413837
Sentiment: neutral
Topics: corporate-governance, relocation, bylaw-amendment
TL;DR
**First Foundation Inc. just moved its HQ to Dallas and updated its corporate bylaws.**
AI Summary
First Foundation Inc. filed an 8-K on February 27, 2024, to report amendments to its Articles of Incorporation or Bylaws and a change in its fiscal year. The company also updated its principal executive offices from Irvine, CA to 200 Crescent Court, Suite 1400, Dallas, Texas 75201. The registrant's state of incorporation remains Delaware.
Why It Matters
These changes reflect corporate governance updates and a significant operational shift with the relocation of the company's principal executive offices, potentially impacting local employment and operational focus.
Risk Assessment
Risk Level: low — Amendments to bylaws and a change of corporate address are standard corporate actions and do not inherently signal significant financial or operational risk.
Key Numbers
- N/A — Financial Impact (No specific dollar amounts or share counts related to the reported events are disclosed in this filing snippet.)
Key Players & Entities
- First Foundation Inc. (company) — registrant
- February 27, 2024 (date) — date of earliest event reported
- Dallas, Texas (location) — new principal executive offices
- Irvine, CA (location) — previous business address
- Delaware (location) — state of incorporation
FAQ
What is the primary purpose of this 8-K filing by First Foundation Inc.?
The primary purpose is to report Amendments to Articles of Incorporation or Bylaws and a Change in Fiscal Year.
What is the date of the earliest event reported in this filing?
The date of the earliest event reported is February 27, 2024.
Where are First Foundation Inc.'s new principal executive offices located?
The new principal executive offices are located at 200 Crescent Court, Suite 1400, Dallas, Texas 75201.
What was First Foundation Inc.'s previous business address according to the filing?
The previous business address was 18101 Von Karman Ave, Suite 700, Irvine, CA 92612.
In which state is First Foundation Inc. incorporated?
First Foundation Inc. is incorporated in Delaware.
Filing Stats: 686 words · 3 min read · ~2 pages · Grade level 13.2 · Accepted 2024-02-27 17:00:41
Filing Documents
- tm247361d1_8k.htm (8-K) — 28KB
- tm247361d1_ex3-1.htm (EX-3.1) — 213KB
- 0001104659-24-028271.txt ( ) — 453KB
- ffwm-20240227.xsd (EX-101.SCH) — 3KB
- ffwm-20240227_lab.xml (EX-101.LAB) — 33KB
- ffwm-20240227_pre.xml (EX-101.PRE) — 22KB
- tm247361d1_8k_htm.xml (XML) — 4KB
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 27, 2024, the Board of Directors (the "Board") of First Foundation Inc. ("Company") amended and restated the Company's bylaws (the "Amended Bylaws"), effective immediately. The Amended Bylaws implement certain additional notice requirements for director nominations relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended ("Rule 14a-19"), such as requiring that stockholders intending to use Rule 14a-19 deliver a notice to the Company certifying in writing that they will comply with Rule 14a-19's requirements, confirm that they have complied with Rule 14a-19, and promptly notify the Company of any changes to the information submitted by such stockholder. In addition, such nominating stockholder or a qualified representative must be present at the meeting for the election of directors. In addition, the Amended Bylaws implement certain ministerial, clarifying and conforming and technical changes, including changes to reflect recent updates to the Delaware General Corporation Law (the "DGCL"), as follows: clarifying that all actions which may be taken at a meeting of stockholders, including the election or removal of directors, may be taken by written consent by the holders of record of at least the minimum number of votes that would be necessary to take such action at a meeting; clarifying that the Board or any member thereof may be removed, with or without cause, by the holders of a majority of the voting power; and revising Section 7.1(b) to reflect the updated Section 219(a) of the DGCL, which no longer requires the Company to make the stockholder list available for inspection during the stockholders' meeting. The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached as Exhibit 3.1 to this report and incorporated by reference.
Financial Statements and Exhibits
Financial Statements and Exhibits. Exhibit No. Description 3.1 Bylaws of First Foundation Inc. (effective February 27, 2024) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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: February 27, 2024 By: /s/ SCOTT F. KAVANAUGH Scott F. Kavanaugh President and Chief Executive Officer