First Foundation Inc. Files 8-K on Corporate Governance and Shareholder Matters

TL;DR

FFC filed an 8-K covering governance changes, director/officer updates, and shareholder votes.

AI Summary

On September 30, 2024, First Foundation Inc. filed an 8-K report detailing several key events. These include material modifications to the rights of security holders, changes in directors and officers, amendments to its articles of incorporation or bylaws, and the submission of matters to a vote of security holders. The filing also covers Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This 8-K filing provides crucial updates on First Foundation Inc.'s corporate structure, governance, and shareholder voting, impacting how the company operates and how investors' rights are managed.

Risk Assessment

Risk Level: medium — The filing addresses material modifications to security holder rights and changes in corporate governance, which can introduce uncertainty or signal significant strategic shifts.

Key Players & Entities

• First Foundation Inc. (company) — Registrant
• September 30, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — rized shares of common stock, par value $0.001 per share, of the Company ("common stoc

Filing Documents

• tm2425485d1_8k.htm (8-K) — 47KB
• tm2425485d1_ex3-1.htm (EX-3.1) — 12KB
• tm2425485d1_ex99-1.htm (EX-99.1) — 31KB
• tm2425485d1_ex99-1img001.jpg (GRAPHIC) — 5KB
• 0001104659-24-105619.txt ( ) — 282KB
• ffwm-20240930.xsd (EX-101.SCH) — 3KB
• ffwm-20240930_lab.xml (EX-101.LAB) — 33KB
• ffwm-20240930_pre.xml (EX-101.PRE) — 22KB
• tm2425485d1_8k_htm.xml (XML) — 4KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 1, 2024, Ulrich E. Keller, Jr. resigned from his position as Executive Chairman of First Foundation Advisors, a wholly-owned subsidiary of First Foundation Inc. (the "Company"). Mr. Keller will continue to serve as a Senior Managing Director of First Foundation Advisors.

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. The Company held a Special Meeting of Stockholders on September 30, 2024 (the "Special Meeting"). At the Special Meeting, the Company's stockholders (the "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, par value $0.001 per share, of the Company ("common stock") from 100,000,000 to 200,000,000. The Amendment, which was filed with the Secretary of State of the State of Delaware and was effective on September 30, 2024, is filed as Exhibit 3.1 to this Current Report on Form 8-K.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Special Meeting on September 30, 2024, the Stockholders voted on the proposals listed below, each of which was described in the Company's definitive proxy statement for the Special Meeting (the "Proxy Statement"): 1. To approve and adopt an amendment to the Company's Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 100,000,000 shares to 200,000,000 shares (the "Authorized Share Amendment Proposal"); 2. To approve the issuance of shares of common stock in connection with the July 2024 Capital Raise (as defined in the Proxy Statement) pursuant to New York Stock Exchange listing rules (the "Share Issuance Proposal"); and 3. To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve the Authorized Share Amendment Proposal and the Share Issuance Proposal have not been obtained by the Company (the "Adjournment Proposal"). Each Stockholder of record is entitled to one vote per share of common stock. As of the close of business on August 5, 2024, the record date for the Special Meeting, there were a total of 67,852,058 shares of common stock issued and outstanding, constituting all of the outstanding voting securities of the Company. Present at the Special Meeting, either in person or by proxy, were holders of 49,155,273 shares of common stock, constituting a quorum. Set forth below are the final voting results: Proposal No. 1 – Approve and Adopt the Authorized Share Amendment Proposal Votes For Votes Against Abstain Broker Non-Votes 44,066,184 4,958,268 130,821 0 The Stockholders voted to approve the Authorized Share Amendment Proposal. Proposal No. 2 – Approve the Share Issuance Proposal Votes For Votes Against Abstain Broker Non-Votes 37,433,786 5,149,195 140,227 0 -2- The Stockholders voted to

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Certificate of Incorporation of First Foundation Inc. 99.1 Press Release, dated October 3, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -3-

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: October 3, 2024 By: /s/ SCOTT F. KAVANAUGH Scott F. Kavanaugh Chief Executive Officer -4-

View Full Filing

View this 8-K filing on SEC EDGAR