UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
First Foundation Inc. (“First Foundation”) held a special meeting of stockholders on February 27, 2026 (the “First Foundation special meeting”). At the First Foundation special meeting, the following four proposals were considered:
| · | Proposal 1: a proposal to adopt the Agreement and Plan of Merger, dated as of October 27, 2025, by and between First Foundation and FirstSun Capital Bancorp (“FirstSun”), as it may be amended from time to time (the “merger agreement”), under which First Foundation will merge with and into FirstSun (the “merger”), and to approve the consummation of the transactions contemplated thereby (the “First Foundation merger proposal”); |
| · | Proposal 2: a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of First Foundation that is based on or otherwise relates to the merger (the “First Foundation merger compensation proposal”); |
| · | Proposal 3: a proposal to adjourn the First Foundation special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the First Foundation merger proposal (the “First Foundation adjournment proposal”); and |
| · | Proposal 4: a proposal to approve, on a non-binding, advisory basis, an amendment to FirstSun’s certificate of incorporation to (1) increase the number of authorized shares of FirstSun’s common stock and (2) to create a class of FirstSun non-voting common stock (the “First Foundation amendment proposal”). |
Each proposal considered and voted on was approved by the requisite vote of First Foundation’s stockholders. The final voting results for the First Foundation merger proposal, the First Foundation merger compensation proposal and the First Foundation amendment proposal are presented below. Because a quorum was present at the special meeting and the First Foundation merger compensation proposal received the requisite vote needed for approval, a vote on the First Foundation adjournment proposal was withdrawn and not called. For more information on each of these proposals, see the definitive joint proxy statement/prospectus filed by First Foundation with the U.S. Securities and Exchange Commission (the “SEC”) on January 15, 2026, as supplemented by the supplement to joint proxy statement/prospectus filed by First Foundation with the SEC on February 6, 2026.
Proposal 1: First Foundation merger proposal
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 63,026,154 | 36,785 | 52,655 | N/A |
Proposal 2: First Foundation merger compensation proposal
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 61,420,708 | 1,570,317 | 124,569 | N/A |
Proposal 4: First Foundation amendment proposal
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 62,964,438 | 94,736 | 56,420 | N/A |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIRST FOUNDATION INC. | ||
| Date: February 27, 2026 | By: | /s/ Jamie Britton |
| Name: | Jamie Britton | |
| Title: | Chief Financial Officer | |