FirstSun Capital Bancorp (NASDAQ:FSUN) held a virtual special meeting of stockholders to vote on a set of proposals related to its planned merger with First Foundation Inc., including the adoption of the merger agreement and amendments to FirstSun’s certificate of incorporation.
Meeting format and attendance
Executive Chairman Mollie Carter presided over the meeting in accordance with the company’s bylaws, with Corporate Secretary Kelly Rackley serving as secretary. Carter noted that members of the board of directors were present, along with Chief Financial Officer Rob Caffera, representatives from independent auditor Crowe LLP, outside counsel Nelson Mullins, and Laura Cisneros, who served as Inspector of Elections.
According to the Inspector of Elections, shares representing more than 89% of FirstSun’s issued and outstanding shares entitled to vote at the meeting were present virtually or represented by proxy, establishing a quorum.
Voting procedures
Carter outlined the online voting process, noting that voting was open during the meeting until she finished describing the proposals, at which time the polls would close and no additional votes or changes would be accepted. She said stockholders needed a control number from the proxy materials to vote their shares. Stockholders who entered their 16-digit control number when logging into the meeting could also submit questions through the online portal, although questions would be limited by the meeting’s rules of conduct.
Proposals presented to stockholders
Stockholders considered four items of business, each described in the joint proxy statement. Carter said the board recommended a “for” vote on each proposal.
- Proposal 1: Merger agreement adoption. Stockholders voted on adopting the Agreement and Plan of Merger dated Oct. 27, 2025, between FirstSun and First Foundation Inc., as it may be amended. Under the agreement, First Foundation would merge with and into FirstSun. The proposal also covered approval of the transactions contemplated by the agreement, including the issuance of FirstSun common stock as merger consideration.
- Proposal 2: Increase in authorized common shares. Stockholders voted on an amendment to FirstSun’s certificate of incorporation to increase the number of authorized shares of FirstSun common stock.
- Proposal 3: Creation of non-voting common stock. Stockholders voted on an amendment to create a class of non-voting common stock, intended to be available for issuance, among other purposes, to certain First Foundation stockholders in connection with the merger in lieu of voting common shares.
- Proposal 4: Adjournment proposal. Stockholders considered authorizing an adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger-related proposals. Carter noted that if the first three proposals were approved, the adjournment proposal would be moot, unnecessary, and withdrawn.
Questions and voting results
With the polls open, the company paused to allow time for stockholder questions related to the proposals. No questions were received, and Carter closed the polls. The Inspector of Elections tabulated votes and provided preliminary results to the corporate secretary.
Rackley announced that the first three proposals were approved:
- Proposal 1 (the FirstSun merger proposal) was approved.
- Proposal 2 (the authorized common increase proposal) was approved.
- Proposal 3 (the non-voting common stock proposal) was approved.
Because the merger proposal and both charter amendments were approved, the adjournment proposal was deemed moot and was withdrawn.
Next steps
Management said the company would file the final voting results on a Form 8-K with the Securities and Exchange Commission. Carter then adjourned the meeting, thanking stockholders who voted and attended.
About FirstSun Capital Bancorp (NASDAQ:FSUN)
FirstSun Capital Bancorp engages in the provision of commercial banking services. It operates through the following segments: Banking, Mortgage Operations, and Corporate. The Banking segment consists of loans and provides deposits and fee-based services to consumer, business, and mortgage lending customers. The Mortgage Operations segment originates, sells, services, and manages market risk from changes in interest rates on one-to-four family residential mortgage loans to sell and hold. The company is founded on November 9, 1981 headquartered in Denver, CO.
