Cohen & Company Inc. (COHN)
NYSEAMERICAN: COHN · Real-Time Price · USD
14.34
-0.92 (-6.03%)
May 5, 2026, 4:00 PM EDT - Market closed
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AGM 2024

Jun 5, 2024

Lester Brafman
CEO, Cohen & Company Inc

Good morning, ladies and gentlemen. I'm Lester Brafman, the company's Chief Executive Officer and Chairman of this meeting. On behalf of the directors and officers of the company, I welcome you to our 2024 Annual Stockholders Meeting. This meeting is being held entirely online, and this meeting was called to be held today at 10:00 A.M. It is 10:10 A.M., and I will now call the meeting to order. At this time, I'd like to introduce the other officers of the company present at this meeting. Daniel G. Cohen, Executive Chairman of our Board of Directors, Joseph Pooler, Executive Vice President and Chief Financial Officer, Doug Listman, Chief Accounting Officer, and Dennis J. Crilly, General Counsel and Secretary. I'd also like to introduce directors of the company participating in this meeting. Steven G. Dawson, Jack J. DiMaio, Jr., Henry A. Hubschman, and Diana Liberto.

On April 19, 2024, a notice of Internet availability of proxy materials containing the notice of the meeting, as well as instructions on how to access the company's 2024 proxy materials and vote online, was mailed to company stockholders of record as of the close of business on April 12, 2024. I submit to this meeting an affidavit of distribution of the notice of the annual meeting, stating that notice of the meeting has been duly given to all stockholders entitled to vote at this meeting. The affidavit will be placed on file with the records of this meeting. I'll now describe the meeting's procedures.

Lou 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 inspector has filed his signed oath of office. We ask that any stockholder who wishes to address the meeting do so by submitting your questions online at this meeting, 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 secretary and who wishes to revoke such proxy, may do so by voting during this meeting via the meeting's VSM website. Stockholders who have voted by proxy need not vote via the meeting's VSM website today.

If you wish to vote, please do so via the VSM website. Mr. Larson?

Lou Larsen
Inspector of Elections, Broadridge Financial Solutions Inc

The report of attendance indicates that 4,588,147 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 the 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 at the meeting or represented at the meeting by proxy.

Lester Brafman
CEO, Cohen & Company Inc

I declare a quorum present, and this meeting duly convened for business. At this time, I will go over the formal business of the meeting. Formal business proposals. The business to be transacted at this meeting is to vote on the matter set forth in the company's proxy statement, which was previously made available to the company's stockholders. I'll describe each of these items of business to be voted upon at this meeting, and then we will conduct the voting on all proposals. Proposal one: The first item of business is to elect five members of the company's board of directors, each to serve until the 2025 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 statement, which was previously made available to each of the company's stockholders, the board of directors has nominated the following individuals to serve as directors of the company: Daniel G. Cohen, Steven G. Dawson, Jack J. DiMaio, Jr., Henry A. Hubschman, and Diana Liberto. No other persons have been properly nominated under the procedures required by the company's bylaws and explained in the company's proxy. I declare the nominations closed. The board of directors recommends that stockholders vote for the election of each of the five nominees recommended for election to the company's board of directors. If there are any questions or comments specifically related to the election of directors, please submit them now.

Proposal two: The second item of business in the proxy is the proposal to ratify the appointment of Grant Thornton as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2024. The board of directors recommends that stockholders vote for the ratification of the appointment of Grant Thornton as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2024. If there are any questions or comments specifically related to the matters which have bearing on this proposal, please submit them now. Voting. We'll now proceed to vote. You may vote your shares online during the meeting via this meeting's 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 proxies or authorized your proxy by telephone or internet to cast any vote 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 via this meeting's website. I now declare the poll is closed. The Inspector of Elections will now complete this tabulation.

Lou Larsen
Inspector of Elections, Broadridge Financial Solutions Inc

I have completed the tabulation and ready to report the results. With respect to proposal one, I have determined that a plurality of the votes cast by the stockholders were cast in favor of the election of each of the five nominees as directors. With respect to proposal two, I have determined that a majority of the votes cast by the stockholders were casted in favor of the ratification of the appointment of Grant Thornton as the company's independent registered accounting firm for the fiscal year ending December 31st, 2024.

Lester Brafman
CEO, Cohen & Company Inc

Based on the tabulation of the votes by the Inspector of Elections, I declare that each of the five nominees have been elected as directed by the company, each to serve until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified. And that ratification of the appointment of Grant Thornton as the company's independent registered accounting firm for the year ending December 31st, 2024, has been approved. As there are no further business that has been properly submitted for consideration at this meeting, the meeting is hereby adjourned. I'd like to provide stockholders with an opportunity to submit any questions regarding the company at this time. If you have any questions, please submit them via this meeting's website. Operator, are there any questions?

Operator

We have no phone questions at this time.

Lester Brafman
CEO, Cohen & Company Inc

Okay, since there are no questions, I would like to close the meeting. Wish everybody a great day. Thank you.

Operator

Ladies and gentlemen, this concludes today's meeting, and we thank you for your participation. You may now disconnect.

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