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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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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:
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1.
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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;
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2.
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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”);
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3.
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To approve the Cohen & Company Inc. 2020 Long-Term Incentive
Plan; and
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4.
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To ratify the appointment of Grant Thornton LLP as the Company’s
independent registered public accounting firm for the year ending December 31, 2020.
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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:
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Proposal 1:
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Election of Directors
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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.
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Nominee
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For
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Withheld
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Broker Non-Votes
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Daniel G. Cohen
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3,083,424
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35,372
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412,094
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G. Steven Dawson
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3,066,266
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52,530
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412,094
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Jack J. DiMaio, Jr.
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3,083,481
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35,315
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412,094
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Jack Haraburda
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3,084,226
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34,570
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412,094
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Diana Louise Liberto
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3,084,350
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34,446
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412,094
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Proposal 2:
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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
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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.
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For
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Against
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Abstain
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Broker Non-Votes
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3,080,755
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36,978
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1,063
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412,094
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Proposal 3:
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Approval of the
Cohen & Company Inc. 2020 Long-Term Incentive Plan
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The Company’s stockholders approved the Cohen &
Company Inc. 2020 Long-Term Incentive Plan by the number of votes set forth below.
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For
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Against
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Abstain
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Broker Non-Votes
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3,080,197
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36,835
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1,764
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412,094
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Proposal 4:
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Ratification of
the Appointment of the Independent Registered Public Accounting Firm
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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.
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For
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Against
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Abstain
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3,485,336
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42,731
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2,823
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