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FFWM First Foundation

Filed: 27 May 21, 5:03pm

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 25, 2021

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)

200 Crescent Court, Suite 1400

Dallas, Texas

75201

(Address of Principal Executive Offices)

(Zip Code)

(469638-9636

(Registrant’s Telephone Number, Including Area Code)

N/A

(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

NASDAQ Global Market

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 5.07Submission of Matters to a Vote of Security Holders

First Foundation Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders on May 25, 2021 (the “Annual Meeting”). The Company’s shareholders voted on the proposals listed below, each of which was described in the Company’s proxy statement for the Annual Meeting.

Proposal No. 1 Election of Directors

The Company’s shareholders elected the following nine individuals to serve as directors for the ensuing year and until their successors are elected and qualify to serve. There were no nominees other than those listed below. The voting results were as follows:

Name

    

Votes For

    

Votes Withheld

    

Broker Non-Votes

Max Briggs

 

28,795,758

 

591,002

 

2,167,965

John Hakopian

 

29,080,641

 

306,119

 

2,167,965

Scott F. Kavanaugh

 

26,960,554

 

2,426,206

 

2,167,965

Ulrich E. Keller, Jr.

 

29,045,809

 

340,951

 

2,167,965

David Lake

 

29,090,412

 

296,348

 

2,167,965

Elizabeth A. Pagliarini

 

28,797,314

 

589,446

 

2,167,965

Mitchell M. Rosenberg

 

28,131,534

 

1,255,226

 

2,167,965

Diane M. Rubin

 

28,954,793

 

431,967

 

2,167,965

Jacob Sonenshine

 

28,576,453

 

810,307

 

2,167,965

Proposal No. 2 Ratification of Appointment of Independent Registered Public Accountants

The Company’s shareholders ratified the appointment of Eide Bailly LLP as the Company’s independent registered public accounting firm for fiscal year 2021. The voting results were as follows:

Votes For

    

Votes Against

    

Abstain

    

Broker Non-Votes

31,359,725

 

190,243

 

4,757

 

Brokers were entitled to cast votes on this proposal without voting instructions from the beneficial owners of the shares. As a result, there were no broker non-votes with respect to this proposal.

Proposal No. 3 – Advisory Vote on the Compensation of our Named Executive Officers

The Company’s shareholders approved, on an advisory basis, the compensation paid in 2020 to the Company’s named executive officers. The voting results were as follows:

Votes For

    

Votes Against

    

Abstain

    

Broker Non-Votes

28,387,224

 

902,879

 

96,657

 

2,167,965

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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 27, 2021

By:

/s/ ROBERT E. SJOGREN

Robert E. Sjogren

General Counsel & Secretary

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