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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 23, 2025

 

 

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)

 

5221 North O’Connor Boulevard, Suite 1375    
Irving, Texas   75039
(Address of Principal Executive Offices)   (Zip Code)

 

(469) 638-9636

(Registrant’s Telephone Number, Including Area Code)

 

200 Crescent Court, Suite 1400

Dallas, Texas 75201

(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   New York Stock Exchange

 

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

First Foundation Inc. Amended and Restated 2024 Equity Incentive Plan

 

First Foundation Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 29, 2025. At the Annual Meeting, the Company’s stockholders approved the First Foundation Inc. Amended and Restated 2024 Equity Incentive Plan (the “Amended and Restated Plan”). The Amended and Restated Plan increases the number of shares that may be granted as awards thereunder by 2,500,000, from 1,500,000 shares to a maximum total of 4,000,000 shares. The Amended and Restated Plan also provides additional rights to the Administrator, including appointing agents and delegating functions to others, provided such acts do not affect certain exemptions under Section 16 of the Securities Exchange Act of 1934, as amended. The material terms of the Amended and Restated Plan are described in “Approval of the Amended and Restated 2024 Equity Incentive Plan (Proposal No. 2)” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2025 (the “Proxy Statement”), which description is incorporated herein by reference.

 

A copy of the Amended and Restated Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Resignation of Ulrich E. Keller, Jr.

 

On May 23, 2025, Ulrich E. Keller, Jr. informed the Company of his resignation from First Foundation Advisors (“FFA”), the investment advisory subsidiary of the Company, effective immediately. Mr. Keller was an FFA investment advisor who served as executive chairman until his resignation from such position on October 1, 2024.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, the Company’s stockholders voted on the proposals listed below, each of which was described in the Proxy Statement:

 

1.To elect ten members to the Board of Directors of the Company, each to hold office for a term of one year or until his or her respective successor is duly elected and qualified;

 

2.To approve the Amended and Restated Plan;

 

3.To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

 

4.To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2024; and

 

5.To approve, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

Each stockholder of record is entitled to one vote per share of common stock. As of the close of business on March 31, 2025, the record date for the Annual Meeting, there were a total of 82,386,071 shares of the Company’s common stock issued and outstanding. Present at the Annual Meeting, either in person or by proxy, were holders of 64,187,076 shares of the Company’s common stock, constituting a quorum of the Company’s outstanding shares entitled to vote. Set forth below are the final voting results:

 

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Proposal No. 1 - Election of Directors

 

Name   Votes For   Votes Against   Abstain   Broker Non-Votes  
Max A. Briggs, CFP   52,158,462   8,100,323   10,597   3,917,694  
Sam Edelson   60,077,814   160,992   30,576   3,917,694  
Henchy R. Enden   52,706,128   7,529,899   33,355   3,917,694  
Simone Lagomarsino   59,507,199   695,037   67,146   3,917,694  
Benjamin Mackovak   52,628,288   7,567,141   73,953   3,917,694  
Elizabeth A. Pagliarini   51,351,908   8,889,168   28,306   3,917,694  
C. Allen Parker   59,986,582   208,808   73,992   3,917,694  
Mitchell M. Rosenberg   51,310,612   8,901,747   57,023   3,917,694  
Thomas C. Shafer   59,667,085   535,015   67,282   3,917,694  
Jacob P. Sonenshine, J.D., CFA   51,111,297   9,140,811   17,274   3,917,694  

 

The stockholders voted to elect Max A. Briggs, CFP, Sam Edelson, Henchy R. Enden, Simone Lagomarsino, Benjamin Mackovak, Elizabeth A. Pagliarini, C. Allen Parker, Mitchell M. Rosenberg, Thomas C. Shafer and Jacob P. Sonenshine, J.D., CFA 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 Approval of the Amended and Restated Plan

 

Votes For   Votes Against   Abstain   Broker Non-Votes
47,588,386   11,211,017   1,469,979   3,917,694

 

The stockholders voted to approve the Amended and Restated Plan.

 

Proposal No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm

 

Votes For   Votes Against   Abstain   Broker Non-Votes
64,013,778   146,304   26,994   -

 

The stockholders voted to approve the ratification of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

 

Proposal No. 4 - Advisory Vote on the Compensation of the Company’s Named Executive Officers

 

Votes For   Votes Against   Abstain   Broker Non-Votes
54,261,770   5,121,749   885,863   3,917,694

 

The stockholders voted to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2024.

 

Proposal No. 5 - Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

 

1 Year   2 Years   3 Years   Abstain   Broker Non-Votes
57,074,451   23,124   2,243,856   927,951   3,917,694

 

The stockholders voted to approve, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executed officers to be every 1 Year.

 

In accordance with the original recommendation of the Board of Directors of the Company (the “Board”) and consistent with the stockholder vote results, the Board has determined that the Company will conduct future non-binding advisory votes on the compensation of the Company’s named executive officers every year until such time as the Board may decide otherwise.

 

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Item 9.01Financial Statements and Exhibits

 

Exhibit No.   Description
10.1   First Foundation Inc. Amended and Restated 2024 Equity Incentive Plan
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: May 30, 2025 By: /s/ JAMIE BRITTON
    Jamie Britton
    Executive Vice President and Chief Financial Officer

 

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