Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Cohen & Company Inc., a Maryland corporation
(the “Company”), held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) at 10:00 a.m., Eastern Time,
on Thursday, June 2, 2022. The Annual Meeting was held entirely online due to the public health impact of the Coronavirus (COVID-19)
outbreak and to support the health and well-being of the Company’s stockholders, employees and directors.
At the Annual Meeting, the Company’s stockholders voted to
approve Amendment No. 2 (the “Amendment”) to the Cohen & Company Inc.
2020 Long-Term Incentive Plan, as amended. The Amendment, which the Board of Directors approved on March 29,
2022, increased the maximum number of shares of the Company’s common stock, par value $0.01 per share (“Common
Stock”), available for issuance under the Company’s 2020 Long-Term Incentive Plan, as amended, from
1,200,000 shares of Common Stock to 1,900,000 shares of Common Stock. The Company’s key employees, directors, officers,
advisors, consultants and other personnel of the Company and its subsidiaries and other persons who are expected to provide
significant services to the Company or its subsidiaries, including Cohen & Company, LLC, the Company’s operating
subsidiary, any joint venture affiliate of the Company or its subsidiaries and employees of such persons are eligible to be granted
awards under the 2020 Long-Term Incentive Plan, as amended.
Copies of the Amendment and the Company’s 2020 Long-Term Incentive Plan,
as amended, were filed together as Appendix A to the Company’s definitive proxy statement filed with the Securities and Exchange
Commission on Schedule 14A on April 14, 2022.
Item 5.07 |
Submission of
Matters to a Vote of Security Holders. |
The following four 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 the Amendment to increase the number of shares of Common
Stock authorized for issuance thereunder from 1,200,000 shares to 1,900,000 shares; |
| 3. | To approve, on an advisory basis, the compensation of the named executive
officers of the Company, as disclosed in the proxy statement; and |
| 4. | To ratify the appointment of Grant Thornton LLP as the Company’s
independent registered public accounting firm for the year ending December 31, 2022. |
The total number of the Company’s securities entitled to vote
at the Annual Meeting were: 1,548,385 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 7, 2022, 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 3,641,068 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 85% 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.
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 |
|
2,999,800 |
|
57,838 |
|
583,430 |
G. Steven Dawson |
|
3,018,719 |
|
38,919 |
|
583,430 |
Jack J. DiMaio, Jr. |
|
3,018,791 |
|
38,847 |
|
583,430 |
Jack Haraburda |
|
2,988,921 |
|
68,717 |
|
583,430 |
Diana Louise Liberto |
|
3,011,749 |
|
45,889 |
|
583,430 |
Proposal 2: | Approval
of Amendment No. 2 to the Cohen & Company Inc. 2020 Long-Term Incentive Plan |
The
Company’s stockholders approved the Amendment to increase the number of shares of Common Stock authorized for issuance thereunder
from 1,200,000 shares to 1,900,000 shares, by the number of votes set forth below.
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
2,977,047 |
|
79,816 |
|
775 |
|
583,430 |
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-Votes |
2,956,944 |
|
97,687 |
|
3,007 |
|
583,430 |
Proposal 4: | 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 year ending December 31, 2022 by the number
of votes set forth below.
For |
|
Against |
|
Abstain |
3,611,254 |
|
20,057 |
|
9,757 |