8-K/A
First Foundation Inc. (FFWM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of1934
Date of Report (Date of earliest event reported): February 6, 2023
FIRST FOUNDATION INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36461 | 20-8639702 |
|---|---|---|
| (State or other jurisdiction<br><br> of incorporation) | (Commission<br><br> File Number) | (IRS Employer <br><br>Identification Number) |
| 200 Crescent Court, Suite 1400 | ||
| --- | --- | |
| Dallas, Texas | 75201 | |
| (Address of principal executive offices) | (Zip Code) |
(469) 638-9636
(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) |
|---|---|
| x | 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. ¨
Explanatory Note
On February 23, 2023, First Foundation Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) attaching as exhibits certain correspondence between the Company and Driver Opportunity Partners I LP, Driver Management Company LLC and Abbott Cooper (collectively, “Driver”). This Amendment to the Original 8-K (this “8-K/A”) is being filed because an incorrect version of the letter, dated February 7, 2023 from the Company to Driver (the “Letter”) was inadvertently filed by counsel to the Company as an exhibit to the Original 8-K. The correct version of the Letter, which was e-mailed and sent overnight to Driver on February 7, 2023, is attached as Exhibit 99.2 to this 8-K/A. The other exhibits to the Original 8-K, which are unchanged from the Original 8-K, are being refiled as exhibits hereto. Except as described in this Form 8-K/A, all information in the Original Form 8-K remains unchanged.
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 of Stockholders (the “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 TOREAD SUCH PROXY STATEMENT, ACCOMPANYING BLUE UNIVERSAL PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETYWHEN 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 February 6, 2023, from First Foundation Inc. to Driver Management Company LLC |
| 99.2 | Letter, dated February 7, 2023, from First Foundation Inc. to Driver Management Company LLC |
| 99.3 | Letter, dated February 7, 2023, from Driver Management Company LLC to First Foundation Inc. |
| 99.4 | Letter, dated February 22, 2023, from First Foundation Inc. to Driver Management Company LLC |
| 99.5 | Letter, dated February 22, 2023, from Driver Management Company LLC to First Foundation Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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: April 11,<br>2023 | ||
| By: | /s/ Scott F. Kavanaugh | |
| Scott F. Kavanaugh | ||
| President and Chief Executive Officer |
3
**Exhibit99.**2
February 7, 2023
ByEmail and Federal Express
Mr. Abbott Cooper
Founder and Managing Member
Driver Management Company LLC
250 Park Avenue, 7th Floor
New York, NY 10177
With a copy to:
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
salsheimer@olshanlaw.com
Attention: Sebastian Alsheimer, Esq.
| Re: | Request<br>for Additional Information |
|---|
Dear Mr. Cooper:
On December 30, 2022, Driver Opportunity Partners I LP (the “Nominating Stockholder”) notified the Company by letter (the “Nomination Notice”) of its intention to propose the nomination of Allison Ball and Lila I. Flores (together, the “Purported Nominees”) for election to the Board of Directors (the “Board”) of First Foundation Inc. (the “Company”) at the Company’s 2023 annual meeting of stockholders. Pursuant to Article II, Section 2.2(e) of the Company’s Bylaws, please provide the following information no later than the close of business on February 14, 2022:
| 1. | Please<br> confirm whether Ms. Ball controls Hanover Technology Investment Management, an entity<br> in which she is one of only two Investment Partners, and state the nature of her control. |
|---|---|
| 2. | Please<br> confirm whether Ms. Ball controls Accelerated Advisory Group, LLC, and describe the<br> nature of her responsibilities. |
| --- | --- |
| 3. | Please<br> describe the nature of Ms. Flores’s responsibilities as an employee of Planatir<br> Technologies Inc. |
| --- | --- |
| 4. | Please<br> provide the address of Planatir Technologies Inc. |
| --- | --- |
February 7,2023 Page 2
| 5. | Please<br> describe the nature of Ms. Flores’s responsibilities as a Principal of CAZ Investments<br> LP. |
|---|---|
| 6. | Please<br> confirm whether either or both of the Purported Nominees are owners or managers or representatives<br> of Hell or High Ranch Water LLC, and describe the nature of their position(s). |
| --- | --- |
| 7. | Please<br> state the name of any entities which either of the Purported Nominees own or control, or<br> confirm that there are none. For each entity, please state the entity’s name and address. |
| --- | --- |
| 8. | Please<br> state any entities (other than those discussed above) over which the Purported Nominees can<br> exert significant influence, either directly or indirectly to the extent that the entity<br> may be prevented from fully pursuing its own separate interests with regard to any transaction<br> with the Company and its affiliates. |
| --- | --- |
| 9. | Please<br> provide the disclosure required by Item 404(a) of Regulation S-K with respect to any<br> immediate family members of the Purported Nominees. |
| --- | --- |
| 10. | Please<br> provide the information required by Item 402 of Regulation S-K with respect to the Purported<br> Nominees and their associates, or confirm that there is no such information to provide. |
| --- | --- |
As part of our evaluation of the Nomination Notice and the Purported Nominees’ qualifications and fitness to serve, the Company would like to interview each Purported Nominee. To expedite the interview process, please provide the Purported Nominees’ availability for interviews with the Company over the next few weeks.
This letter is being sent on behalf of the Company, while expressly reserving, and without waiving, any and all rights and defenses that the Company may have with respect to this matter, including, but not limited to, its right to request further information regarding the Purported Nominees. This letter is not and should not be interpreted to be confirmation or validation of the sufficiency, timeliness or adequacy of the Nomination Notice in any respect.
Please feel free to contact us with any questions. The Company’s management and the Board are and will remain open to engagement with the Nominating Stockholder. We will ensure that your input is always reviewed promptly and with due care and consideration.
* * *
February 7,2023 Page 3
| Very<br> truly yours, | |
|---|---|
| FIRST<br> FOUNDATION INC. | |
| /s/<br> C. Kelly Rentzel | |
| C.<br> Kelly Rentzel | |
| Executive<br> Vice President, General Counsel and Corporate Secretary | |
| CC: | Sebastian<br> Alsheimer, Esq., Olshan Frome Wolosky LLP |
| --- | --- |
| Allison Ball | |
| Lila<br> Flores |