First Foundation amends bylaws per settlement with Driver Opportunity Partners

First Foundation Inc.

Amended bylaws effective June 23, 2023, per settlement with Driver Opportunity Partners I LP in Delaware Chancery litigation.
Board retains non-delegable authority to determine validity of stockholder nominations and proposals (Section 2.2(g)).
New Section 2.2(j) requires board notify nominating stockholder of deficiencies within 30 days, with 14-day cure period.
Section 2.4 amended to require company prepare director-nominee questionnaire at least 30 days before nomination deadline, same form as incumbent directors.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

First Foundation Inc.: Amended and restated bylaws to implement corporate governance changes, including modifications to stockholder nomination procedures (effective 2023-06-23).

Change: bylaw amendment
Effective: 2023-06-23

Exact text from the filing

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 Gove

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Source: SEC EDGAR

accession 0001104659-23-076344

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