Cohen & Co Inc. 8-K

What Happened

• Cohen & Company Inc. (COHN) held its 2026 Annual Meeting of Stockholders online on June 3, 2026 (record date April 9, 2026) and filed an 8‑K reporting the voting results. Stockholders elected five directors, approved Amendment No. 4 to the 2020 Long‑Term Incentive Plan (LTIP) to increase the share pool, and ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2026. Approximately 80.68% of combined voting power was present in person or by proxy.

Key Details

• Shares/votes entitled to vote: 2,477,655 Common shares; 4,983,557 Series E Preferred (498,355 votes); 22,429,541 Series F Preferred (2,242,954 votes).
• Director election votes (For / Withheld / Broker non‑votes): Daniel G. Cohen 3,188,365 / 41,378 / 981,292; G. Steven Dawson 3,161,592 / 68,151 / 981,292; Jack J. DiMaio, Jr. 3,188,369 / 41,374 / 981,292; Jack Haraburda 3,171,679 / 58,064 / 981,292; Diana Louise Liberto 3,185,628 / 44,115 / 981,292.
• LTIP amendment (Amendment No. 4) approved: For 3,076,905; Against 150,207; Abstain 2,631; Broker non‑votes 981,292. The amendment increases authorized LTIP shares from 2,500,000 to 4,500,000 and adds automatic annual increases of 9% (on July 1 each year) from 2027 through 2030 (calculated on a fully diluted basis).
• Auditor ratification: Grant Thornton LLP ratified for 2026 — For 4,123,615; Against 76,457; Abstain 10,963.

Why It Matters

• Board continuity: all five nominees were elected, maintaining the current board slate.
• Shareholder‑approved LTIP increase expands the pool for equity awards (from 2.5M to 4.5M plus potential annual increases), which can support executive and employee compensation but may lead to dilution over time.
• Auditor ratification confirms Grant Thornton LLP as the company’s independent auditor for the 2026 fiscal year, an important governance item for investors tracking financial reporting oversight.