Current Report Filing (8-k)
February 05 2021 - 4:32PM
Edgar (US Regulatory)
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):
February 3, 2021
COHEN & COMPANY INC.
(Exact name of registrant as specified in
its charter)
Maryland
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1-32026
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16-1685692
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Cira Centre
2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania
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19104
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(Address of principal executive offices)
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(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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COHN
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The NYSE American Stock Exchange
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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.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On
February 3, 2021, Cohen & Company, LLC (the “Operating LLC”), a Delaware limited liability company and
a subsidiary of Cohen & Company Inc., a Maryland corporation (the “Company”), entered into Amendment No. 3
to Employment Agreement (the “Amendment”), by and between the Operating LLC and Joseph W. Pooler, Jr. (“Mr. Pooler”).
Mr. Pooler is the Executive Vice President, Chief Financial Officer and Treasurer of each of the Company and the Operating
LLC and a member of the Board of Managers of the Operating LLC.
The
Amendment amended the Employment Agreement, dated May 7, 2008, between Mr. Pooler and the Operating LLC, as amended
(the “Employment Agreement”) to provide that, if (i) the Operating LLC terminates
Mr. Pooler’s employment without Cause (as defined in the Employment Agreement) and not as a result of
Mr. Pooler’s death or disability, (ii) Mr. Pooler terminates his employment with the Operating LLC for
Good Reason (as defined in the Employment Agreement), or (iii) the Company does not renew the Employment
Agreement’s annual term pursuant to the provisions therein (each, a “Termination”), then Mr. Pooler
will receive a single-sum payment of an amount equal to three times Mr. Pooler’s annual salary in effect as of
December 31, 2020. Prior to the Amendment, the Employment Agreement provided that, upon a Termination, Mr. Pooler
would receive a single-sum payment of an amount equal to three times the average of his annual salary amounts paid to
Mr. Pooler over the three calendar years prior to the date of Termination. The Amendment made no other amendments to the
Employment Agreement and the Employment Agreement remains in full force and effect.
The foregoing description of the Amendment is not complete and
is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.
Item 9.01
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Financial Statements and Exhibits.
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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.
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COHEN & COMPANY INC.
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Date: February 5, 2021
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By:
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/s/ Joseph
W. Pooler, Jr.
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Name: Joseph W. Pooler, Jr.
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Title: Executive Vice President, Chief Financial Officer and Treasurer
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