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 2025

Jun 4, 2025

Lester Brafman
CEO, Cohen & Company Inc

Good morning, ladies and gentlemen. I am 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 2025 Annual Stockholders' Meeting. This meeting is being held entirely online. The meeting was called to be held today on June 4th, 2025, at 10:00 A.M. It is now 10:03 A.M., and I will now call the meeting to order. At this time, I would like to introduce officers of the Company present at this meeting: Joseph W. Pooler, Executive Vice President and Chief Financial Officer; Douglas Listman, Chief Accounting Officer; and Dennis Curley, General Counsel and Secretary. I would also like to introduce the directors of the Company participating in this meeting: G. Stephen Dawson, Jack J. DiMaio, Jr., Jack Arraburra, and Diane Louise Liberto.

On April 17th, 2025, 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 2025 Proxy Materials and Vote Online, was mailed to the Company's stockholders on record as of the close of business on April 10th, 2025. I submit to this meeting an affidavit of distribution of the Notice of the Annual Meeting, stating that notice of this 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 will now describe the meeting's procedures. Louis 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 question online on this meeting's virtual stockholder meeting website or the VSM website. We will answer appropriate questions regarding matters in this meeting agenda before voting is closed. The complete set of rules of conduct and procedures regarding this meeting have been posted on this meeting's virtual stockholder meeting 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 the meeting via this meeting's VSM website. Stockholders who have voted by proxy need not vote via this meeting's website today. If you wish to vote, please do so via the VSM website. Mr. Larson?

Louis Larsen
Director of Key Accounts, Broadridge Financial Solutions Inc

Attendance indicates that 4,755,983 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 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. The business to be transacted at this meeting is to vote on the matters set forth in the Company's proxy statement, which was previously made available to the Company's stockholders. I will describe each of these items of business to be voted upon at this meeting, and we will conduct the voting on all proposals. Proposal 1: The first item of business is to elect five members to the Company's Board of Directors, each to serve until the 2026 Annual Meeting of the Company's stockholders until his or her successor is duly elected and qualified.

As detailed in the Company's proxy statement, which was previously made available to the Company's stockholders, the Board of Directors has nominated the following individuals to serve as directors of the Company: Daniel G. Cohen, G. Steven Dawson, Jack J. DiMaio, Jr., Jack Haraburda, and Diane Louise Liberto. No other persons have been properly nominated under the procedures required by the Company's bylaws 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 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 to them now.

The second item of business is a proposal to approve Amendment Number 3 to the Cohen & Company Inc 2020 Long-Term Incentive Plan to increase the number of shares of the Company's common stock authorized for issuance thereunder from 1.9 million shares to 2.5 million shares. The Board of Directors recommends that stockholders vote for the approval of Amendment Number 3 to the Cohen & Company Inc Long-Term Incentive Plan. If there are any questions or comments specifically related to matters which have a bearing on this proposal, please submit them now. The third item of business is a proposal to approve on a non-binding advisory basis the compensation of the named executive officers of the Company, as disclosed in the Company's proxy statement.

The Board of Directors recommends that stockholders vote for the approval of the compensation of the named executive officers of the Company, as disclosed in the proxy statement. If there are any questions or comments specifically related to matters which have a bearing on this proposal, please submit them now. Proposal 4: The fourth item of business is a proposal to vote on a non-binding advisory basis the frequency of the advisory vote to approve the compensation of the named executive officers of the Company. The Board of Directors recommends that stockholders vote every three years as the frequency of the advisory vote to approve the compensation of the named executive officers. If there are any questions or comments specifically related to matters which have a bearing on this proposal, please submit them now.

Proposal 5: The fifth item of business is a proposal to ratify the appointment of Grant Thornton as the Company's Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2025. 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 31, 2025. If there are any questions or comments specifically related to matters which have a bearing on this proposal, please submit them now. Voting: We will now proceed to vote. You may vote your shares online during the meeting via the meeting's website. I declare the polls open.

Unless you want to change your vote, it will not be necessary for those who have mailed, voted online, or handed their proxies, or authorized a 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 wish to change his or her vote, please vote online via the meeting's website. Closing of the polls: I now declare the polls closed. The Inspector of Elections will now complete his tabulation.

Louis Larsen
Director of Key Accounts, Broadridge Financial Solutions Inc

I've completed the tabulation, and I'm ready to report the results. 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 five nominees as directors. With respect to Proposal 2, I have determined that a majority of the votes cast by the stockholders were cast in favor of the approval of Amendment Number 3 to the Cohen & Company Inc 2020 Long-Term Incentive Plan to increase the number of shares of the Company's common stock authorized for issuance thereunder from 1.9 million shares to 2.5 million 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 approval of the compensation of the named executive officers of the Company, as disclosed in the Company's proxy statement.

With respect to Proposal 4, I have determined that a majority of the votes cast by the stockholders were cast in favor of every three years being the frequency of the advisory vote to approve the compensation of the named executive officers of the Company. With respect to Proposal 5, 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, 2025.

Lester Brafman
CEO, Cohen & Company Inc

Based on the tabulation of the votes by the Inspector of Elections, I declare: 1) that each of the five nominees has been elected as the director of the company, each to serve until the 2026 Annual Meeting of stockholders and until his or her successor is duly elected and qualified; 2) Amendment Number 3 to the Cohen & Company Inc.

2020 Long-Term Incentive Plan to increase the number of shares of the Company's common stock authorized for issuance thereunder from 1.9 million shares to 2.5 million shares has been approved. 3) That the compensation of the named executive officers of the Company, as disclosed in the Company's proxy statement, has been approved. 4) That the frequency of the advisory vote to approve the compensation of the named executive officers of the Company every three years has been approved. And that the ratification of the appointment of Grant Thornton as the Company's Independent Registered Public Accounting Firm for the year ending December 31st, 2025 has been approved. If there is no further business which has been properly submitted for the consideration of this meeting, this meeting is hereby adjourned. Opportunities for discussion: 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 the meeting's website. Do we have any more questions?

There are no questions, Lester.

Okay. As long as there are no questions, I do declare this meeting is now adjourned. Thank you for participating, and thank you for your time.

Operator

This concludes today's meeting. Thank you for your participation. You may now disconnect.

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