United States securities and exchange commission logo
February 24, 2023
J. Abbott R. Cooper
Manager
Driver Management Company LLC
1266 E. Main Street
Suite 700R
Stamford, CT 06902
Re: First Foundation
Inc.
Preliminary Proxy
Statement on Schedule 14A filed February, 17, 2023
Filed by Driver
Management Company LLC, Driver Opportunity Partners I
LP, J. Abbott R.
Cooper, et al.
Dear J. Abbott R. Cooper:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed February 17, 2023
General
1. We note disclosure in
the Company s soliciting material filed pursuant to Exchange Act
Rule 14a-12 on February
23, 2023 that the Company has determined that (i) Driver s
Notice of Nomination
delivered on December 30, 2022 is invalid, (ii) the deadline for a
timely and proper
notice of intention to nominate candidates for election as directors at the
2023 Annual Meeting has
passed and (iii) therefore, Driver does not have the right to
nominate any candidates
for election as directors at the 2023 Annual Meeting. Please
revise your proxy
statement disclosure to reflect these events and Driver s plans going
forward with respect to
its solicitation in opposition. Please also update the proxy
statement to reflect,
if true, Driver s withdrawal of its nomination of Ms. Flores for
election to the Board
at the Annual Meeting.
2. Refer to the preceding
comment. We remind you that notwithstanding the Company s
J. Abbott R. Cooper
FirstName LastNameJ. Abbott LLC
R. Cooper
Driver Management Company
Comapany24,
February NameDriver
2023 Management Company LLC
February
Page 2 24, 2023 Page 2
FirstName LastName
right to avoid using a universal proxy card at the current time,
Driver remains subject to
the requirements of Exchange Act Rule 14a-19(e). Please also refer to
Questions 139.04
and 139.05 (December 6, 2022) of the Compliance and Disclosure
Interpretations for
Proxy Rules and Schedules 14A/14C.
3. Refer to the third whole paragraph on page 2 of the proxy statement.
Disclosure in this
paragraph indicates that [i]f elected, the Driver Nominees will
seek to work with the
other members of the Board to increase stockholder value through a
combination of
capital allocation, alignment of interests and focus on stockholder
return. Compare these
three items to the three objectives listed in the first paragraph on
page 1. Please clarify if
these are intended to be the same three objectives or a total of six
different goals.
Why is total return important?, page 6
4. Footnote 3 contains a non-working web address. Please revise.
Quorum; Broker Non-Votes; Discretionary Voting, page 36
5. Disclosure on page 36 states that [i]f you hold your shares in
street name and do not
provide voting instructions to your broker, bank or other nominee on
how to vote, your
shares will not be voted on any proposal on which your broker does not
have discretionary
authority to vote (a "broker non-vote"). Under applicable rules, your
broker will not have
discretionary authority to vote your shares at the Annual Meeting on
Proposal 1 and
Proposal 3. It is our understanding that in a contested election a
broker does not have
discretionary authority to vote on any proposals voted on at the
meeting, whether routine
or not. Please provide support for your statement or revise the
disclosure here and under
the caption Proposal 2: Ratification of Appointment of Independent
Registered Public
Accounting Firm to clarify the circumstances under which a broker
will and will not
have discretionary authority to vote on Proposal 2 given the current
position of the
Company noted in the first comment and the potential outcome of a
successful challenge
by Driver.
Votes Required for Approval, page 36
6. Please revise the discussion regarding the contested director election
and the related
plurality voting standard to reflect the Company s determination
referenced in the first
comment.
Certain Additional Information, page 41
7. Please advise us when Driver anticipates distributing the proxy
statement. Given that
reliance on Exchange Act Rule 14a-5(c) is impermissible at any time
before the registrant
distributes its proxy statement, Driver will accept all legal risk in
connection with
distributing the initial definitive proxy statement without all
required disclosures and
should undertake to subsequently provide any omitted information in a
supplement in
order to mitigate that risk.
J. Abbott R. Cooper
Driver Management Company LLC
February 24, 2023
Page 3
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Perry Hindin at 202-551-3444.
FirstName LastNameJ. Abbott R. Cooper Sincerely,
Comapany NameDriver Management Company LLC
Division of
Corporation Finance
February 24, 2023 Page 3 Office of Mergers &
Acquisitions
FirstName LastName