UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 18, 2020

 

 

 

COHEN & COMPANY INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   1-32026   16-1685692

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

Cira Centre

2929 Arch Street, Suite 1703

Philadelphia, Pennsylvania

  19104
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (215) 701-9555

 

Not Applicable

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

  Name of each exchange on which registered
Common Stock, par value $0.01 per share   COHN   The NYSE American Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company       ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

Cohen & Company Inc., a Maryland corporation (the “Company”), held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) at 10:00 a.m., Eastern Time, on Thursday, June 18, 2020.  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.

 

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, in accordance with Section 713(a) of the NYSE American Company Guide, the Company’s potential issuance of up to 2,242,954 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to the potential redemption of up to 22,429,541 units of membership interests in Cohen & Company, LLC (“LLC Units”), the Company’s operating subsidiary, issued pursuant to the Securities Purchase Agreement, dated December 30, 2019, by and among the Company, Cohen & Company, LLC, Daniel G. Cohen and The DGC Family Fintech Trust (the “Securities Purchase Agreement”);

 

3. To approve the Cohen & Company Inc. 2020 Long-Term Incentive Plan; 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, 2020.

 

The total number of the Company’s securities entitled to vote at the Annual Meeting were: 1,246,710 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 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, 2020, 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 789,581 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 88.53% 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   3,083,424   35,372   412,094
G. Steven Dawson   3,066,266   52,530   412,094
Jack J. DiMaio, Jr.   3,083,481   35,315   412,094
Jack Haraburda   3,084,226   34,570   412,094
Diana Louise Liberto   3,084,350   34,446   412,094

 

Proposal 2: Approval, in accordance with Section 713(a) of the NYSE American Company Guide, of the Company’s potential issuance of up to 2,242,954 shares of Common Stock pursuant to the potential redemption of up to 22,429,541 LLC Units issued under the Securities Purchase Agreement

 

The Company’s stockholders approved the Company’s potential issuance of 2,242,954 shares of Common Stock pursuant to the potential redemption of up to 22,429,541 LLC Units issued under the Securities Purchase Agreement, in accordance with Section 713(a) of the NYSE American Company Guide, by the number of votes set forth below.

 

For   Against   Abstain   Broker Non-Votes
3,080,755   36,978   1,063   412,094

 

Proposal 3: Approval of the Cohen & Company Inc. 2020 Long-Term Incentive Plan

 

The Company’s stockholders approved the Cohen & Company Inc. 2020 Long-Term Incentive Plan by the number of votes set forth below.

 

For   Against   Abstain   Broker Non-Votes
3,080,197   36,835   1,764   412,094

 

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, 2020 by the number of votes set forth below.

 

For   Against   Abstain
3,485,336   42,731   2,823

 

 

 

 

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 19, 2020 By:

/s/ Joseph W. Pooler, Jr.

  Name:

Joseph W. Pooler, Jr.

  Title:

Executive Vice President, Chief Financial Officer and Treasurer

 

 

 

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