First Foundation Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.02 | Departure 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 5.07 | Submission 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 9.01 | Financial 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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