Cohen & Company Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
Cohen & Company Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Cohen & Company Inc., a Maryland corporation (the “Company”), held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) at 10:00 a.m., Eastern Time, on Wednesday, June 4, 2025. The Annual Meeting was held entirely online.
The following five proposals were submitted for a vote of the Company’s stockholders at the Annual Meeting:
| 1. | To elect five directors, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or retirement; |
| 2. | To approve Amendment No. 3 to the Cohen & Company Inc. 2020 Long-Term Incentive Plan, as amended (the “2020 Long-Term Incentive Plan”), to increase the number of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), authorized for issuance thereunder from 1,900,000 shares to 2,500,000 shares; |
| 3. | To approve, on a nonbinding advisory basis, the compensation of the named executive officers of the Company, as disclosed in the Company’s proxy statement relating to the Annual Meeting; |
| 4. | To vote, on a nonbinding advisory basis, on the frequency of the advisory vote to approve the compensation of the named executive officers of the Company; and |
| 5. | To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. |
The total number of the Company’s securities entitled to vote at the Annual Meeting were: 2,054,674 shares of Common Stock, 4,983,557 shares of the Company’s Series E Voting Non-Convertible Preferred Stock, par value $0.001 per share (“Series E Preferred Stock”), and 22,429,541 shares of the Company’s Series F Voting Non-Convertible Preferred Stock, par value $0.001 per share (“Series F Preferred Stock”). The Common Stock, the Series E Preferred Stock and the Series F Preferred Stock voted together on all matters at the Annual Meeting. Each stockholder of record as of the close of business on April 10, 2025, the record date of the Annual Meeting (the “Record Date”), was entitled to one vote on each matter properly brought before the meeting for (i) each share of Common Stock held by such stockholder as of the Record Date, (ii) every ten shares of Series E Preferred Stock held by such stockholder as of the Record Date, and (iii) every ten shares of Series F Preferred Stock held by such stockholder as of the Record Date.
There were 1,294,056 shares of Common Stock, 4,983,557 shares of Series E Preferred Stock (representing 498,355 votes at the Annual Meeting), and 22,429,541 shares of the Series F Preferred Stock (representing 2,242,954 votes at the Annual Meeting) present in person or by proxy at the Annual Meeting, which represented approximately 84.11% of the combined voting power of the shares of Common Stock, Series E Preferred Stock and Series F Preferred Stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business.
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The voting results of the Annual Meeting were as follows:
| Proposal 1: | Election of Directors |
The Company’s stockholders elected Daniel G. Cohen, G. Steven Dawson, Jack J. DiMaio, Jr., Jack Haraburda and Diana Louise Liberto, each to serve until the next annual meeting of the Company’s stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or retirement, by the number of votes set forth below.
| Nominee | FOR | WITHHELD | BROKER NON-VOTES | |||
| Daniel G. Cohen | 3,147,101 | 20,889 | 867,375 | |||
| G. Steven Dawson | 3,110,073 | 57,917 | 867,375 | |||
| Jack J. DiMaio, Jr. | 3,143,854 | 24,136 | 867,375 | |||
| Jack Haraburda | 3,109,393 | 58,597 | 867,375 | |||
| Diana Louise Liberto | 3,127,302 | 40,688 | 867,375 |
| Proposal 2: | Approval of Amendment No. 3 to the Cohen & Company Inc. 2020 Long-Term Incentive Plan |
The Company’s stockholders approved Amendment No. 3 to the 2020 Long Term Incentive Plan to increase the number of shares of Common Stock authorized for issuance thereunder from 1,900,000 shares to 2,500,000 shares, by the number of votes set forth below.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,112,700 | 52,532 | 2,758 | 867,375 |
| Proposal 3: | Approval, on an Advisory Basis, of Compensation of the Company’s Named Executive Officers, as disclosed in the Company’s proxy statement relating to the Annual Meeting |
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the number of votes set forth below.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,085,452 | 78,941 | 3,597 | 867,375 |
| Proposal 4: | Approval, on an Advisory Basis, of Frequency of Vote to Approve the Compensation of the Company’s Named Executive Officers |
The Company’s stockholders approved, on an advisory basis, the holding of an advisory vote to approve the compensation of the Company’s named executive officers every three years by the number of votes set forth below.
| 3 Years | 2 Years | 1 Year | ABSTAIN | BROKER NON-VOTE | ||||
| 3,068,816 | 6,902 | 87,327 | 4,945 | 867,375 |
| Proposal 5: | Ratification of the Appointment of the Independent Registered Public Accounting Firm |
The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 by the number of votes set forth below.
| FOR | AGAINST | ABSTAIN | ||
| 4,014,131 | 13,389 | 7,845 |
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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 hereunto duly authorized.
| COHEN & COMPANY INC. | |||
| Date: June 4, 2025 | By: |
/s/ Joseph W. Pooler, Jr. | |
| Name: | Joseph W. Pooler, Jr. | ||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | ||
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