UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
First Foundation Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders on June 27, 2023 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the proposals listed below, each of which was described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 15, 2023:
1. To elect ten members to the Board of Directors of the Company (the “Board”), each to hold office for a term of one year or until his or her respective successor is duly elected and qualified;
2. To ratify the appointment of Eide Bailly LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and
3. To approve, by non-binding advisory vote, the compensation of the Company’s named executive officers for the year ended December 31, 2022.
Each stockholder of record is entitled to one vote per share of common stock. As of the close of business on May 4, 2023, the record date for the Annual Meeting, there were a total of 56,424,276 shares of the Company’s common stock issued and outstanding. Present at the Annual Meeting, either in person or by proxy, were holders of 44,265,962 shares of the Company’s common stock, constituting a quorum of the Company’s outstanding shares.
On June 29, 2023, First Coast Results, Inc., the independent inspector of elections for the Annual Meeting, issued its final report which certified the final voting results for the Annual Meeting. Set forth below are the final voting results as provided by First Coast Results, Inc.
Proposal No. 1 – Election of Directors
Company Nominees
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Max A. Briggs | 43,396,338 | 606,388 | — | |||||||||
| John A. Hakopian | 35,326,702 | 8,655,742 | — | |||||||||
| Scott F. Kavanaugh | 43,350,388 | 652,338 | — | |||||||||
| Ulrich E. Keller, Jr. | 43,524,382 | 478,345 | — | |||||||||
| David G. Lake | 43,462,633 | 540,093 | — | |||||||||
| Elizabeth A. Pagliarini | 43,343,364 | 659,362 | — | |||||||||
| Mitchell M. Rosenberg, Ph.D. | 42,741,988 | 1,260,738 | — | |||||||||
| Diane M. Rubin | 43,441,399 | 561,326 | — | |||||||||
| Jacob P. Sonenshine | 43,372,651 | 630,075 | — | |||||||||
| Gabriel V. Vazquez | 43,508,451 | 491,275 | — | |||||||||
Driver Nominee
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Allison Ball | 8,679,113 | 35,330,649 | — | |||||||||
The stockholders voted to elect Max A. Briggs, John A. Hakopian, Scott F. Kavanaugh, Ulrich E. Keller, Jr., David G. Lake, Elizabeth A. Pagliarini, Mitchell M. Rosenberg, Ph.D., Diane M. Rubin, Jacob P. Sonenshine and Gabriel V. Vazquez as directors, each to hold office for a term of one year or until his or her respective successor is duly elected and qualified.
Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 43,771,642 | 230,870 | 263,450 | — |
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The stockholders voted to approve the ratification of Eide Bailly LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
Proposal No. 3 – Advisory Vote on the Compensation of the Company’s Named Executive Officers
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 39,657,395 | 3,643,020 | 743,212 | — |
The stockholders voted to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers for the year ended December 31, 2022.
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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 30, 2023 | By: | /s/ SCOTT F. KAVANAUGH | |
| Scott F. Kavanaugh | |||
| President and Chief Executive Officer | |||
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