Good morning. I'm Mollie Carter, Executive Chairman of the Board of Directors of FirstSun Capital Bancorp. I would like to welcome each of you to FirstSun Capital Bancorp's special meeting of stockholders, which is being held virtually. In accordance with our bylaws, I will serve as chair of the meeting. Our Corporate Secretary, Kelly Rackley, will serve as secretary. The meeting is now called to order. In addition to myself, members of our board of directors are also present. In addition to Rob Caffera, Chief Financial Officer, representatives from Crowe LLP, our independent auditor, representatives from Nelson Mullins, our outside counsel, and Laura Cisneros, who is serving as Inspector of Elections. Before we begin, I would like to outline the voting procedures. Online voting is currently open.
Any stockholder who has already voted and does not want to change or revoke their vote need not take any further action. If you have not voted or wish to change or revoke your vote, you may do so by clicking on the link to vote your proxy. Online voting will remain open until I am finished describing the proposals on the agenda. At that point, I will officially close the polls and no additional votes or changes to votes will be accepted. Please note, you are required to have your issue control number in order to vote your shares, which can be found in the special meeting proxy materials. In addition, as a stockholder, if you entered your 16-digit control number when you logged into the meeting, you may submit questions via the online meeting portal by utilizing the questions feature.
We will address questions about the proposals after all proposals have been presented. The type and scope of questions that may be addressed are noted in the rules of conduct for the meeting, which can be found on the screen under the meeting materials. Our Corporate Secretary will now report on the mailing of the joint proxy statement and notice of special meeting, as well as the presence of a quorum.
Good morning. The board of directors fixed the close of business on January 9th, 2026, as the record date for determining stockholders of record entitled to vote at this meeting. The mailing of the joint proxy statement and notice of special meeting of stockholders began on January 15th, 2026, to all stockholders of record as of the record date. A copy of the joint proxy statement and notice of special meeting will be filed with the minutes of this meeting and is available now on the screen under meeting materials. In compliance with our bylaws and Delaware law, a list of stockholders of record as of the record date, has been available at our corporate headquarters for 10 days prior to this meeting and available for inspection by stockholders during ordinary business hours.
Laura Cisneros of CT Hagberg LLC, has been appointed as Inspector of Election for this meeting. The Inspector is here to determine whether a quorum is present, to ascertain the validity of proxies, to tabulate the votes, and to certify the count of all proxies. The Inspector of Election has advised me this morning that the shares of our common stock, representing more than 89% of FirstSun's issued and outstanding shares entitled to vote at this meeting, are present, attending virtually or represented by proxy, and therefore a quorum is present and the meeting is duly constituted and convened. A certificate of the Inspector of Election to that effect will be filed with the minutes of this meeting. Because a quorum is present, we can proceed to the business of the meeting.
As a reminder, the polls are currently open. Votes on the matters presented will only be accepted until the time at which the polls are announced as closed. There are four items of business to come before the stockholders this morning, each of which are described in the joint proxy statement. The first item to consider and vote on is a proposal to adopt the Agreement and Plan of Merger, dated as of October 27, 2025, by and between FirstSun Capital Bancorp, which I'll refer to as FirstSun, and First Foundation Inc., which I'll refer to as First Foundation, as the agreement may be amended from time to time, under which First Foundation will merge with and into FirstSun, and to approve the consummation of the transactions contemplated thereby, including the issuance of shares of FirstSun common stock as merger consideration.
The board of directors recommends that stockholders vote for this proposal, which we refer to as the FirstSun merger proposal. The second item to consider and vote on is a proposal to approve an amendment to FirstSun's certificate of incorporation to increase the number of authorized shares of FirstSun common stock. The board of directors recommends that stockholders vote for this proposal, which we refer to as the FirstSun Authorized Common Increase Proposal. The third item to consider and vote on is a proposal to approve an amendment to FirstSun's certificate of incorporation to create a class of non-voting common stock to be available, among other things, for issuance to certain First Foundation stockholders in connection with the merger in lieu of voting common shares.
The board of directors recommends that stockholders vote for this proposal, which we refer to as the FirstSun Non-Voting Common Stock Proposal. The fourth item to consider and vote on is a proposal to adjourn the FirstSun special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the FirstSun merger proposal, the FirstSun Authorized Common Increase Proposal, or the FirstSun Non-Voting Common Stock Proposal. The board of directors recommends that stockholders vote for this proposal, which we refer to as the adjournment proposal. If the FirstSun merger proposal, the FirstSun Authorized Common Increase Proposal, and the FirstSun Non-Voting Common Stock Proposal are approved by the stockholders, the adjournment proposal will be moot and unnecessary and will be withdrawn. There are no other matters for the transaction of business which have been properly presented before the meeting.
While the polls remain open, we will pause briefly to allow for questions related to these four proposals. Any stockholder wishing to address the meeting with questions regarding the proposals may do so by utilizing the question feature. We will allow a moment to review submissions. Moderator, have any questions been received?
No.
Hearing none, the question period related to the proposals has ended, and the polls will close momentarily. I now declare the polls are closed. Our Inspector of Election will tabulate the votes and provide the preliminary vote tabulation to our Corporate Secretary. We ask that attendees please hold briefly to allow the tabulation. Our Corporate Secretary will announce the preliminary results of balloting provided by the Inspector of Election.
The preliminary ballots have been counted, and the preliminary results have been provided by the Inspector of Election, who has informed me that Proposal One, the FirstSun Merger Proposal, has been approved. Proposal Two, the FirstSun Authorized Common Increase Proposal, has been approved. Proposal Three, the FirstSun Non-Voting Common Stock Proposal, has been approved. Because the FirstSun Merger Proposal, FirstSun Authorized Common Increase Proposal, and the FirstSun Non-Voting Common Stock Proposal have each been approved, the adjournment proposal is moot and unnecessary, and it is hereby withdrawn. This concludes the voting results on each of the matters.
Thank you. We will file the final voting results of this meeting on a Form 8-K with the SEC. This concludes the official business of our meeting. On behalf of our board and leadership team, I would like to express sincere appreciation to the stockholders who submitted their votes and attended our special meeting. I declare that the special stockholder meeting is officially adjourned. Thank you.