Welcome to the Cohen & Company 2026 annual stockholders meeting. I will now turn the meeting over to the Chief Executive Officer, Lester Brafman. Please go ahead.
Thank you. 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 2020. This meeting is being held entirely online. The meeting was called to be held today, June 3rd, 2026, at 10:00 A.M. It is now 10:01 A.M., and I will call the meeting to order. At this time, I'd like to introduce the other officers of the company present. Joseph Pooler, Executive Vice President and Chief Financial Officer. Douglas Listman, Chief Accounting Officer. Dennis Crilly, General Counsel and Secretary. I'd also like to introduce the directors of the company participating in the meeting. Daniel G. Cohen, G. Steven Dawson, Jack DiMaio, Jack Haraburda, and Diana Liberto.
On April 16th, 2026, a notice of Internet availability of proxy materials containing the notice of the meeting, as well as instruction on how to access the company's 2026 proxy materials and vote online, was mailed to the company's stockholders of record as of the close of business on April 9th, 2026. I submit to this meeting 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 procedure. Lou Larson, a representative of Broadridge Financial Solutions, has been appointed to act as the Inspector of Elections for today's meeting for the purpose of tabulating the votes cast at the 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, this meeting's virtual stockholder meeting website, or the VSM website. We will answer appropriate questions regarding matters in this meeting agenda before the voting is closed. The complete set of rules of conduct and procedures regarding this meeting have been posted on the 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 the meeting via the VSM website. Stockholders who have voted by proxy need not vote via the VSM website today. If you wish to vote, please do so via the VSM website. Mr. Larson?
Report of attendance indicates that 5,218,964 votes in the aggregate are entitled to be cast at the 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.
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 matters set forth 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 the meeting, and then we will conduct the voting on all proposals. Proposal One. The first item of business is to elect five members to the company's Board of Directors, each to serve until the 2027 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 the company's stockholders, the Board of Directors has nominated the following individuals to serve as directors of the company: Daniel Cohen, Steven Dawson, Jack DiMaio, Jack Haraburda, 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 statement. I declare the nominations closed. The Board of Directors recommends that stockholders vote for the election of each of the five nominees recommended and for the 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 is the proposal to approve the amendment to number four to the Cohen & Company 2020 Long-Term Incentive Plan to increase the number of shares of the company's common stock authorized for issuance thereunder from 2.5 million shares to 4.5 million shares. Automatically on July 1st of each year, beginning July 1st, 2027, and including July 2030, by 9% of the total number of shares of the company's common stock, calculated on a fully diluted basis on June 30th of the preceding calendar month. The Board of Directors recommends that stockholders vote for the approval of amendment number four to the Cohen & Company Inc 2020 Long-Term Incentive Plan. If there are any questions or comments specifically related to matters which have a bearing on this proposal, submit them now. Proposal Three.
The third item of business 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, 2026. The Board of Directors recommends that stockholders vote for the ratification of the amendment of Grant Thornton as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. If there are any questions or comments specifically relating to the matters which have a bearing on this proposal, please submit them now. Are there any questions? To officially vote, you may vote your shares online during the meeting via the 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 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 who wish to change his or his vote, please vote online now via this meeting's VSM website. I now declare the polls closed. The Inspector of Elections will now complete his tabulation. Mr. Larson?
I've 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 cast in favor of the approval of Amendment Number Four 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 2.5 million shares to 4.5 million shares, and two, automatically on July 1st of each year, beginning on July 1st, 2027, and ending on and including July 1st, 2030, by 9% of the total number of shares of the company's common stock, calculated on a fully diluted basis on June 30th of the preceding calendar month.
With respect to Proposal Three, 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 accounting firm for the year ending December 31st, 2026.
Based on the tabulation of the votes by the Inspector of Elections, I declare that each of the five nominees has been elected as a director of the company, each to serve until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. Two, Amendment Number Four 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 2.5 million shares to 4.5 million, and automatically on July 1st of each year, beginning on July 1st, 2027, and ending on including July 1st, 2030, by 9% of the total number of shares of the company's common stock, calculated on a fully diluted basis on June 30th of the preceding calendar month, has been approved.
Three, that the ratification of the appointment of Grant Thornton as the company's independent registered accounting firm for the year ending December 31 has been approved. As there is no further business which has been properly submitted for consideration at this meeting, this meeting is hereby adjourned. I would 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 VSM website. Any questions? Okay. All right. Thank you everybody for attending. That's it.
This concludes today's meeting. Thank you for joining. You may now disconnect.