Key Summary: On January 13, 2023, Driver Management Company announced plans to file a proxy statement to nominate directors for the 2023 AGM. They nominated two women on December 30, 2022, and confirmed no interest in settlement talks with the CEO. On February 2, the company criticized Driver's campaign, prompting a rebuttal from Driver. On February 21, Driver raised concerns about a potential conflict of interest involving Christopher Naghibi. Driver filed a complaint on March 7. On April 25, a settlement allowed Driver’s nominee, Allison Ball, to stand for election. stockholders-voted-to-elect-company-s-director-nominees-to-the-board-of-first-foundation-inc-ffwmDriver continued to solicit votes and, on June 15, Glass Lewis supported Ball's nomination, while ISS recommended all ten nominees. At the June 27 AGM, shareholders elected all ten nominees to the board.Market Cap: $288 million | First Foundation Inc., through its subsidiaries, provides personal banking, business banking, and private wealth management services in the United States.
On January 13, 2023, Driver Management Company stated that it intended to file a preliminary proxy statement and accompanying WHITE universal proxy card with SEC to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2023 AGM. Source
On January 18, 2023, Driver Management sent a letter to the Board stating that on December 30, 2022, it has nominated 2 women for election to the board at its 2023 AGM.
On January 31, 2023, Driver Management sent a letter to the company's CEO stating that it was writing to confirm the substance of its very brief phone conversation, specifically that CEO, on behalf of the Company, do not want to have any discussion whatsoever regarding any potential settlement that would preclude a contested election of directors at the Company's 2023 AGM.
On February 2, 2023, the company issued a statement, " First Foundation is committed to acting in the best interests of all its stockholders and the communities and clients that we serve. It is not our practice to comment publicly on specific engagements with stockholders. However, given Driver’s refusal to engage in a constructive manner, and repeated efforts to misrepresent First Foundation’s concerted efforts of engagement, we are compelled to make the observations about Driver’s self-serving campaign against the Company" Source
On February 2, 2023, Driver Management sent a letter to the Company’s CEO regarding the inaccuracies in the statement issued by the company.
On February 21, 2023, Driver Management sent a letter to the Lead director of the company regarding Christopher Naghibi’s service, from December 22, 2021 until September 6, 2022, as a director of both Friendly Hills Bancorp and its banking subsidiary Friendly Hills Bank while simultaneously serving as chief credit officer of First Foundation Bank, the banking subsidiary of First Foundation, Inc. Mr. Naghibi’s simultaneous service (the “Naghibi Interlock”) as a director of Friendly Hills and chief credit officer of FFWM would appear to constitute a prohibited “interlock” under the Depository Institution Management Interlocks Act (12 U.S.C. §§ 3201 et seq.) and the Board of Governors of the Federal Reserve System’s related rule. Driver Management enquires whether FFWM submitted an exemption request with respect to the Naghibi Interlock to the appropriate federal depository regulatory agency or determined that an applicable statutory or regulatory exemption existed.
On March 7, 2023, Driver Management filed a complaint against the company and its board. Source
On April 25, 2023, Driver Management entered into a settlement agreement with the company and pursuant to it, the company will allow Driver’s nominee, Allison Ball, to stand for election to the Board at the company’s 2023 AGM.
On May 22, 2023, Driver Management issued an open letter to the shareholders soliciting votes for the election of its nominee at the 2023 AGM.
On June 8, 2023, Driver Management issued an Investor Presentation titled “A New Foundation for First Foundation: The Case for Replacing John Hakopian with Allison Ball,”
On June 15, 2023, Glass Lewis recommended stockholders vote FOR Driver nominee Allison Ball to the board at the upcoming AGM. Source
On June 16, 2023, ISS recommended stockholders vote FOR all ten director nominees to the board at the upcoming AGM. Source
At the AGM held on June 27, 2023, shareholders elected all ten director nominees to the board.
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