UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: 303 .531.8100
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders (the “Annual Meeting”) on June 21, 2023. At the Annual Meeting, the Company’s shareholders (i) elected eleven directors to serve on the Company’s board of directors until the Company’s 2024 annual meeting of shareholders or each until their respective successor or successors are duly elected and qualified or until their earlier resignation or removal and (ii) ratified the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023. The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting, which was filed with the Securities Exchange Commission (the “SEC”), on April 27, 2023. The final voting results for each proposal are presented below.
Proposal 1 – Election of Directors
At the Annual Meeting, the Company’s shareholders elected eleven directors to serve on the Company’s board of directors until the Company’s 2024 annual meeting of shareholders or each until their respective successor or successors are duly elected and qualified or until their earlier resignation or removal. The table below presents the final voting results for this proposal:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Scott C. Wylie | 6,047,629 | 237,830 | 1,188,028 | |||||||||||||||||
| Julie A. Caponi | 6,046,312 | 239,147 | 1,188,028 | |||||||||||||||||
| Julie A. Courkamp | 5,864,163 | 421,296 | 1,188,028 | |||||||||||||||||
| David R. Duncan | 6,051,513 | 233,946 | 1,188,028 | |||||||||||||||||
| Thomas A. Gart | 5,910,003 | 375,456 | 1,188,028 | |||||||||||||||||
| Patrick H. Hamill | 5,743,092 | 542,367 | 1,188,028 | |||||||||||||||||
| Luke A. Latimer | 5,965,003 | 320,456 | 1,188,028 | |||||||||||||||||
| Scott C. Mitchell | 5,985,605 | 299,854 | 1,188,028 | |||||||||||||||||
| Eric D. Sipf | 6,032,077 | 253,382 | 1,188,028 | |||||||||||||||||
| Mark L. Smith | 5,968,311 | 317,148 | 1,188,028 | |||||||||||||||||
| Joseph C. Zimlich | 5,814,668 | 470,791 | 1,188,028 | |||||||||||||||||
Proposal 2 – Ratification of Appointment of Crowe LLP as the Company’s Independent Registered Public Accounting Firm
At the Annual Meeting, the Company’s shareholders ratified the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023. The table below presents the final voting results for this proposal:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 7,307,624 | 165,842 | 21 | ||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FIRST WESTERN FINANCIAL, INC. | ||||||||
| Date: June 22, 2023 | By: /s/ Scott C. Wylie | |||||||
| Scott C. Wylie | ||||||||
| Chairman, Chief Executive Officer and President | ||||||||