AGM 2021

Jun 9, 2021

Good morning, ladies and gentlemen. I am Daniel Cohen, the Chairman of the company's Board of Directors. On behalf of the directors and officers of the company, I welcome you to our 2021 Annual Stockholders Meeting. This meeting is being held entirely online. This meeting was called to be held today at 10 am Eastern Daylight Time. It is currently 10 am Eastern Daylight Time, and I will now call the meeting to order. At this time, I would like to introduce the officers of the company present at this meeting, Lester Brafman, Joseph, who is our Chief Executive Officer Joseph W. Pooler, Jr, our Executive Vice President and Chief Financial Officer Douglas Lisman, our Chief Accounting Officer and Dennis Creeley, our General Counsel and Secretary. I would also like to introduce the directors of the company participating in this meeting, G. Stephen Dawson, Jack J. DeMeo, Jr, Jack Hariberta and Diana L. Liberto. On April 15, 2021, a notice of Internet availability of proxy materials containing the notice of meeting as well as instructions on how to access the company's 2021 proxy materials and vote online were mailed to the company's stockholders of record as of the close of business on April 12, 2021. I submit to this meeting an affidavit of distribution of the notice of the annual meeting, saying that notice of this meeting has been duly given to all stockholders and that will be voted this meeting. The affidavit will be placed on file with the records of this meeting. I will now describe the meeting's procedures. Lew Larsen of Broadridge Financial Solutions Inc. Has been appointed to act as the Inspector of Elections for today's meeting for the purpose of tabulating the votes cast at this meeting. The inspectors filed his signed oath of office. We ask that any stockholder who wishes to address this meeting do so by submitting your question online on this meeting's Virtual Stockholder Meeting website. We will answer appropriate questions regarding matters in the meeting agenda before the voting is closed. The complete set of rules of conduct and procedures regarding this meeting have been posted on this meeting's VSM website. Any stockholder of record whose proxy has been delivered to the company's secretary and who wishes to revoke such proxy may do so by voting during this meeting via this meeting's VSM website. Stockholders who have voted by proxy need not vote via this meeting's VSM website today. If you wish to vote, please do so via the VSM website. Mr. Larson? Yes. The report of attendance indicates that 3,823,442 votes In the aggregate, are entitled to be cast at this meeting and stockholders entitled to cast a majority of all the votes entitled to be cast at this meeting are present or represented by proxy. The report of attendance thus indicates that a quorum of the company's stockholders is present in person or represented by proxy. Thank you very much, Mr. Larson. I declare a quorum present and this meeting duly convened for business. At this time, I will go over the formal business of this meeting. The business to be transacted at this meeting is to vote on the matters set 4th in the company's proxy statement, which was previously made available to the company's stockholders. I will describe each of the items of business to be voted upon at this meeting, and then we will conduct the voting on all proposals. The first item of business is to elect 5 members to the company's Board of Directors, each to serve until the 2022 Annual Meeting of the company's stockholders and until his or her successor is duly elected and qualified. As detailed in the company's proxy, which was previously made available to each of the company's stockholders, the Board of Directors has nominated calling individuals to serve as directors of the company: Daniel G. Cohen, G. Stephen Dawson, Jack J. DeMeo, Jr, Jack Hariberta and Diana Louise Liberto. No other persons have been properly nominated under the procedures acquired by the company's bylaws and explained in the company's proxy statement. I declare the nominations closed. The Board of Directors recommends that stockholders vote for the election of each of these 5 nominees recommended for election to the company's Board of Directors. If there are any questions or comments specifically relating to the election of directors, Please submit them. Now the second item in business is to approve Amendment number 1 to the Cohen and Company, Inc. 20 20 long term incentive plan to increase the number of shares of the company's common authorized for issuance there under from 600,000 shares to 1,200,000 shares. The Board of Directors recommends that the stockholders will get approval of this proposal. If there are any questions or comments specifically relating to matters, which have a bearing on this proposal, please submit them now. Okay. There are no questions. So the 3rd item of business, the proposal to ratify the appointment of Grant Thornton as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The Board of Directors recommends that stockholders vote for the approval of this proposal. If there are any questions or comments specifically relating to matters, whichever bearing on this proposal, please submit them now. There have been no questions duly submitted. We will now proceed to vote then. You may vote your shares online during the meeting via this meeting's VSM website. I declare the polls open. Unless you want to change your vote, It will not be necessary for those of you who have mailed, voted online or handed in your proxy or authorized the proxy by telephone or Internet to cast any votes at this time. If there are any stockholders of record present who have not voted or who wish to change his or her vote, Please vote online now via this meeting's BSM website. Okay. I now declare the polls closed. The Inspector of Elections will now complete his tabulation. Mr. Larson? Yes. I have Completed the tabulation, I'm ready to report the results. Number 1, with respect to proposal 1, I have determined that a plurality of the votes cast by the stockholders were cast in favor of the election of each of the 5 nominees as directors. 2, with respect to proposal 2, I have determined that majority of the votes cast by the stockholders were cast in favor of the adoption of Amendment Number 1 to the Cohen and Company Inc. 2020 Long Term Incentive Plan to increase the number of shares of the company's common stock authorized for issuances thereunder from 600,000 shares to 1,200,000 shares. With respect to proposal 3, I have determined that a majority of the votes cast by the stockholders were cast in favor of the ratification of the appointment of Grant Thornton as the company's independent registered public accounting firm for the year ending December 31, 2021. Thank you, Mr. Larson. Based on the tabulation of the votes by the Inspector of Elections, I declare that proposals 23 have been approved, that the nominees have been elected as Director of the company, each to serve until the 2022 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. As there is no further business, which has been properly submitted for consideration at this meeting. The meeting is adjourned. However, I will provide the Stockholders with an opportunity to submit any questions regarding the company at this time. If you have any questions, please submit them via the meeting's VSM website. As there are no questions that have been submitted, I'm going to thank everybody for their attendance and their participation in this meeting. And That will be the end of this Internet based VSM conference. Thank you.