Item 7.01 Regulation FD Disclosure.
On April 28, 2023, First Foundation Inc. (the "Company") issued a press release
announcing the entry into the Litigation Settlement Agreement described in Item
8.01 of this Current Report on Form 8-K. A copy of the press release is
furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Item 7.01 and Exhibit 99.2 shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
As previously disclosed, Driver Opportunity Partners I LP, Driver Management
Company LLC and J. Abbott Cooper (collectively, "Driver") submitted documents
(collectively, the "Nomination Notice") to the Company purporting to provide
notice of its intent to nominate two director candidates (the "Driver Nominees")
for election to the board of directors of the Company (the "Board") at the
Company's 2023 Annual Meeting of Stockholders (the "Annual Meeting"). The
Company determined that the Nomination Notice was invalid due to its failure to
comply with the bylaws of the Company (the "Bylaws") and informed Driver of this
determination on February 22, 2023. That same day, one Driver Nominee withdrew
her purported candidacy. Driver brought a lawsuit, initially filed on March 7,
2023 and subsequently amended (the "Action"), against the Company, all of its
then-incumbent directors and certain officers (collectively, the "Defendants")
in the Delaware Court of Chancery (the "Chancery Court"). Driver sought a
declaratory judgment that, among other things, the Nomination Notice complied
with the Bylaws and that the remaining Driver Nominee was a valid director
nominee for election at the Annual Meeting.
On April 25, 2023, the Company entered into a litigation settlement agreement
(the "Litigation Settlement Agreement") with Driver relating to the Action.
Under the Litigation Settlement Agreement, Driver agreed to voluntarily dismiss
the Action with prejudice. The Company agreed to accept the nomination of the
remaining Driver Nominee and to permit the Driver Nominee to run for election to
the Board at the Annual Meeting, while denying any wrongdoing or that Driver is
entitled to any relief of any kind. The Company also agreed that, among other
things, (1) the Board and the Nominating and Corporate Governance Committee
shall have the exclusive authority to determine whether a nomination proposed to
be made or any business proposed to be transacted by a record stockholder has
been made in accordance with the Bylaws, (2) the Board and the Nominating and
Corporate Governance Committee can rely in good faith on reports and opinions of
officers and advisors in making determinations relating to the same and (3) the
Company's form questionnaire for directors, officers and director nominees shall
be prepared not less than 30 days prior to the first date a shareholder can make
a nomination under the Bylaws.
The Company and Driver also agreed to release each other from any liability
arising out of or related to, among other things, the Annual Meeting and the
Company's rejection of the nomination of the Driver Nominees, which claims could
have been asserted as of or prior to April 25, 2023.
The foregoing description of the Litigation Settlement Agreement is a summary
only and is qualified in its entirety by reference to the full text of the
Litigation Settlement Agreement, which is filed as Exhibit 99.1 hereto and is
incorporated by reference in this Item 8.01.
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 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 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 Settlement Agreement dated April 25, 2023
99.2 Press Release dated April 28, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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