FFWM First Foundation Inc

On June 23, 2023, the Board of Directors (the “Board”) of First Foundation Inc. (“Company”) amended and restated the Company’s bylaws (the “Amended Bylaws”), effective immediately. The Amended Bylaws implement certain corporate governance changes to which the Company agreed under the terms of the previously announced Settlement Agreement dated April 25, 2023, with Driver Opportunity Partners I LP, Driver Management Company LLC, and J. Abbott R. Cooper in connection with the action Driver v. Briggs et al. in the Delaware Court of Chancery. The changes include (i) modifying Section 2.2(g) to provide that the Board and/or its Nominating and Corporate Governance Committee has the non-delegable authority to determine whether a stockholder nomination of a Board candidate or business proposed to be voted upon is properly brought before a meeting of stockholders, rather than the chair of meeting; (ii) adding a new Section 2.2(j) requiring that the Board and/or its Nominating and Corporate Governance Committee notify a nominating stockholder of any deficiencies in the stockholder’s notice of nomination of a candidate to the Board within 30 days of receipt and allowing the stockholder a 14-day cure period; and (iii) modifying Section 2.4 to provide that the Company must prepare a director-nominee questionnaire at least 30 days before the first date that a stockholder can make a director nomination under the Bylaws, and that the questionnaire be the same form completed by the Company’s incumbent directors.

The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached as Exhibit 3.1 to this report and incorporated by reference.