COHN Cohen & Company Inc

Cohen & Company Inc., a Maryland corporation (the “Company”), held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) at 10:00 a.m., Eastern Time, on Wednesday, June 7, 2023.  The Annual Meeting was held entirely online.

The following two proposals were submitted for a vote of the Company’s stockholders at the Annual Meeting:

The total number of the Company’s securities entitled to vote at the Annual Meeting were: 1,699,866 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 17, 2023, 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 1,048,835 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 97.76% 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.

Proposal 2:    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, 2023 by the number of votes set forth below.