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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Cohen & Company Inc., a Maryland corporation (the “Company”),
held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) at 10:00 a.m., Eastern Time, on Wednesday, June 9, 2021.
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, stockholders voted to approve Amendment No.
1 (the “Amendment”) to the Cohen & Company Inc. 2020 Long-Term Incentive Plan. The Amendment, which
the Board of Directors approved on April 1, 2021, increases 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
from 600,000 shares of Common Stock to 1,200,000 shares of Common Stock.
Copies of the Amendment and the Company’s
2020 Long-Term Incentive Plan 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 13, 2021.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The following three 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 Amendment No. 1 to the Cohen & Company Inc. 2020 Long-Term Incentive Plan to increase the number of shares of Common Stock authorized for issuance thereunder from 600,000 shares to 1,200,000
shares; and
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3.
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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, 2021.
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The total number of the Company’s securities entitled to vote
at the Annual Meeting were: 1,082,133 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 12, 2021, 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 752,291 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 91.4% 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
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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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3,174,696
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52,921
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265,983
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G. Steven Dawson
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3,173,722
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53,895
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265,983
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Jack J. DiMaio, Jr.
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3,174,445
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53,172
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265,983
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Jack Haraburda
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3,174,680
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52,937
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265,983
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Diana Louise Liberto
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3,175,620
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51,997
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265,983
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Proposal 2: Approval of Amendment
No. 1 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 600,000 shares to 1,200,000 shares, by the number of votes set forth below.
For
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Against
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Abstain
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Broker Non-Votes
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3,150,823
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74,802
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1,992
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265,983
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Proposal 3: 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, 2021 by the number
of votes set forth below.
For
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Against
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Abstain
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3,485,654
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1,017
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6,929
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