UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On March 15, 2023, counsel for First Foundation Inc. (the “Company”) sent a letter (the “Deficiency Notice”) to counsel for Driver Opportunity Partners I LP, Driver Management Company LLC and Abbott Cooper (collectively, “Driver”) detailing an additional deficiency in the various materials that Driver had submitted in an attempt to nominate Allison Ball (the “Notice Materials”) to the Company’s Board of Directors at the Company’s 2023 Annual Meeting of Stockholders.
As part of the Company’s diligence and efforts to confirm the background and experience of Ms. Ball, the Company became aware that Ms. Ball is employed by Fair People for People, Inc. d/b/a “Grata” or “Grata Pro” (“Grata”). Driver did not disclose Ms. Ball’s position as Chief Product Officer of Grata in the Notice Materials. Rather, the Company found the information as a result of the Company’s own separate and distinct diligence process.
A copy of the Deficiency Notice is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Important Additional Information
The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s stockholders in connection with its upcoming 2023 Annual Meeting. The Company intends to file a definitive proxy statement and a BLUE universal proxy card with the Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from the Company’s stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING BLUE UNIVERSAL PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. The Company’s definitive proxy statement for the 2022 Annual Meeting of Stockholders contains information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company’s securities. Information regarding subsequent changes to their holdings of the Company’s securities can be found in the SEC filings on Forms 3, 4 and 5, which are available on the Company’s website at www.ff-inc.com or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s other SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2022. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2023 Annual Meeting. Stockholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge on the Company’s website at www.ff-inc.com.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Letter, dated March 15, 2023, from C. Zieminski to J. Christensen | |
| 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: March 15, 2023 | ||
| By: | /s/ Scott F. Kavanaugh | |
| Scott F. Kavanaugh | ||
| President and Chief Executive Officer | ||
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Exhibit 99.1
Craig Zieminski
Tel +1.214.220.7865 Fax +1.214.999.7865
March 15, 2023
Via Email
Joseph L. Christensen
Christensen & Dougherty LLP
1000 N. West St.
Wilmington, DE 19801
[email protected]
| Re: | Nomination of Allison Ball |
Dear Joseph:
I write on behalf of my client, First Foundation Inc. (the “Company”), in regard to the purported nomination of Ms. Allison Ball by Driver Opportunity Partners I, LP (the “Fund” and, collectively with Ms. Allison Ball and other Fund affiliates, “Driver”). As detailed in the Company’s prior correspondence, the various materials that Driver has submitted in an attempt to nominate Ms. Ball (collectively, the “Notice Materials”) failed to comply with the requirements set forth in the Company’s advance notice provisions in several ways. Driver’s untimely attempts to cure such deficiencies are insufficient for reasons that have been previously articulated and for the additional reason set forth below.
It has recently come to our attention that Ms. Ball is currently employed at Fair People for People, Inc. d/b/a “Grata” or “Grata Pro” (“Grata”). Neither the Notice Materials nor anything belatedly disclosed by Driver make any reference to Ms. Ball’s employment as Chief Product Officer at Grata. A stockholder’s nomination notice must set forth “all information” relating to a “[p]roposed [n]ominee that is required to be disclosed in solicitations of proxies for election of directors in a contested election, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act,” including a description of the proposed nominee’s business experience during the past five years and principal occupation. See Bylaws, Article II, Section 2(d)(i)(A); Item 7(b) of Schedule 14A; Item 401 of Regulation S-K. Item 401 of Regulation S-K. The Notice Materials for Ms. Ball are therefore deficient.
Driver’s obligation to disclose Ms. Ball’s employment with Grata is clear, unambiguous, and reflected in several additional locations. Indeed, the very first question of the questionnaire that Driver itself drafted and attached to its December 30, 2022 letter called for disclosure of this information, as did several of the questions in the Company’s questionnaire:
| · | Question 4 required the nominees to state their business experience during the past five years. |
| · | Question 20 required the nominees to state whether they could exert significant influence, either directly or indirectly, over any entities. |
| Vinson & Elkins LLP Attorneys at Law | Trammell Crow Center, 2001 Ross Avenue, Suite 3900 |
| Austin Dallas Dubai Houston London Los Angeles | Dallas, TX 75201-2975 |
| New York Richmond San Francisco Tokyo Washington | Tel +1.214.220.7700 Fax +1.214.220.7716 velaw.com |
| March 15, 2023 Page 2 |
Despite ample prompting, Driver’s responses to these questions repeatedly failed to disclose Ms. Ball’s employment with Grata. The deficiencies in the Notice Materials—and the additional deficiencies detailed previously—subverted the legitimate information-gathering function of the Company’s advance notice provisions, deprive the Company of the ability to knowledgably make recommendations about the nominees’ qualifications to serve as directors, and suggest that there may be additional undisclosed information concerning Ms. Ball.
* * *
Given the mounting evidence that Driver failed to comply with the Company’s advance notice provisions—and failed to cure the Notice Materials’ deficiencies when the Company gave Drive ample opportunity to do so—we hope that you will not waste the Company’s or Driver’s resources with further litigation. The Company and its board of directors reserve all rights.
| Very truly yours, | |
| /s/ Craig Zieminski | |
| Craig Zieminski |