Cohen & Company (COHN) shareholders expand stock plan and re-elect full board

Rhea-AI Filing Summary

Cohen & Company Inc. reported the results of its 2026 annual stockholder meeting, held online. Stockholders re-elected five directors, including Daniel G. Cohen and Diana Louise Liberto, with each nominee receiving over 3.17 million votes in favor and broker non-votes of 981,292.

Investors approved an amendment to the 2020 Long-Term Incentive Plan, increasing common shares authorized for issuance from 2,500,000 to 4,500,000, and adding automatic annual increases of 9% of fully diluted common shares on July 1 from 2027 through 2030. Stockholders also ratified Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026.

Insights

Corporate governance analyst

Shareholders backed the board, expanded equity incentives, and reaffirmed the auditor.

The meeting shows broad support for existing leadership and governance. All five director nominees were re-elected with large majorities, and quorum reached about 80.68% of combined voting power across common and preferred shares, indicating solid participation.

The amendment to the 2020 Long-Term Incentive Plan lifts the share reserve from 2.5 million to 4.5 million and introduces 9% annual evergreen increases from 2027 through 2030. This provides more capacity for stock-based compensation, which can align management and stockholders but also increases potential dilution.

Ratification of Grant Thornton LLP as auditor for the fiscal year ending December 31, 2026 passed comfortably, suggesting no disclosed audit-related controversies. Future proxy materials and compensation disclosures will show how actively the enlarged plan capacity is used.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 2,477,655 common; 4,983,557 Series E; 22,429,541 Series F Meeting quorum: 80.68% of combined voting power Plan share reserve increase: 2,500,000 to 4,500,000 shares +4 more

7 metrics

Shares entitled to vote 2,477,655 common; 4,983,557 Series E; 22,429,541 Series F Voting securities for 2026 annual meeting

Meeting quorum 80.68% of combined voting power Shares present in person or by proxy at meeting

Plan share reserve increase 2,500,000 to 4,500,000 shares 2020 Long-Term Incentive Plan amendment

Evergreen annual increase 9% of fully diluted common shares Automatic increases on July 1, 2027–2030

Votes for plan amendment 3,076,905 for; 150,207 against Proposal 2 vote results

Votes for auditor ratification 4,123,615 for; 76,457 against Grant Thornton LLP as 2026 auditor

Votes for Daniel G. Cohen 3,188,365 for; 41,378 withheld Director election Proposal 1

Key Terms

broker non-votes, 2020 Long-Term Incentive Plan, fully diluted basis, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"DANIEL G. COHEN | 3,188,365 | 41,378 | 981,292 | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

2020 Long-Term Incentive Plan financial

"approved Amendment No. 4 to the 2020 Long Term Incentive Plan"

fully diluted basis financial

"by 9% of the total number of shares of the Common Stock (calculated on a fully diluted basis)"

A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.

independent registered public accounting firm financial

"ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

quorum financial

"represented approximately 80.68% of the combined voting power ... and which constituted a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

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Understanding 8-K Material Events →

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Registrant Name Cohen & Co Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2026

Cohen & Company Inc.

(Exact name of registrant as specified in its charter)

Maryland		1-32026		16-1685692
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Cira Centre 2929 Arch Street, Suite 1703 Philadelphia, Pennsylvania		19104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 701-9555

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		COHN		The NYSE American Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

Cohen & Company Inc., a Maryland corporation (the “Company”), held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) at 10:00 a.m., Eastern Time, on Wednesday, June 3, 2026. The Annual Meeting was held entirely online.

The following three proposals were submitted for a vote of the Company’s stockholders at the Annual Meeting:

1. To elect five directors, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or retirement;

2. To approve Amendment No. 4 to the Cohen & Company Inc. 2020 Long-Term Incentive Plan to increase the number of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), authorized for issuance thereunder (i) from 2,500,000 shares to 4,500,000, and (ii) automatically on July 1 of each year, beginning on July 1, 2027 and ending on and including July 1, 2030, by 9% of the total number of shares of the Common Stock (calculated on a fully diluted basis) on June 30 of the preceding calendar month; and

3. To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

The total number of the Company’s securities entitled to vote at the Annual Meeting were:  2,477,655 shares of Common Stock, 4,983,557 shares of the Company’s Series E Voting Non-Convertible Preferred Stock, par value $0.001 per share (“Series E Preferred Stock”), and 22,429,541 shares of the Company’s Series F Voting Non-Convertible Preferred Stock, par value $0.001 per share (“Series F Preferred Stock”). The Common Stock, the Series E Preferred Stock and the Series F Preferred Stock voted together on all matters at the Annual Meeting. Each stockholder of record as of the close of business on April 9, 2026, the record date of the Annual Meeting (the “Record Date”), was entitled to one vote on each matter properly brought before the meeting for (i) each share of Common Stock held by such stockholder as of the Record Date, (ii) every ten shares of Series E Preferred Stock held by such stockholder as of the Record Date, and (iii) every ten shares of Series F Preferred Stock held by such stockholder as of the Record Date.

There were 2,477,655 shares of Common Stock, 4,983,557 shares of Series E Preferred Stock (representing 498,355 votes at the Annual Meeting), and 22,429,541 shares of the Series F Preferred Stock (representing 2,242,954 votes at the Annual Meeting) present in person or by proxy at the Annual Meeting, which represented approximately 80.68% of the combined voting power of the shares of Common Stock, Series E Preferred Stock and Series F Preferred Stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business.

2

The voting results of the Annual Meeting were as follows:

Proposal 1: Election of Directors

The Company’s stockholders elected Daniel G. Cohen, G. Steven Dawson, Jack J. DiMaio, Jr., Jack Haraburda and Diana Louise Liberto, each to serve until the next annual meeting of the Company’s stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or retirement, by the number of votes set forth below.

Nominee		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

Proposal 2: Approval of Amendment No. 4 to the Cohen & Company Inc. 2020 Long-Term Incentive Plan

The Company’s stockholders approved Amendment No. 4 to the 2020 Long Term Incentive Plan to increase the number of shares of Common Stock authorized for issuance thereunder (i) from 2,500,000 shares to 4,500,000, and (ii) automatically on July 1 of each year, beginning on July 1, 2027 and ending on and including July 1, 2030, by 9% of the total number of shares of the Common Stock (calculated on a fully diluted basis) on June 30 of the preceding calendar month, by the number of votes set forth below.

For		Against		Abstain		Broker Non-Votes
3,076,905		150,207		2,631		981,292

Proposal 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by the number of votes set forth below.

For		Against		Abstain
4,123,615		76,457		10,963

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COHEN & COMPANY INC.
Date: June 3, 2026	By:		/s/ Joseph W. Pooler, Jr.
		Name:	Joseph W. Pooler, Jr.
		Title:	Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What did Cohen & Company Inc. (COHN) shareholders approve at the 2026 annual meeting?

Shareholders re-elected five directors, expanded the 2020 Long-Term Incentive Plan share reserve, and ratified Grant Thornton LLP as auditor for 2026. All three proposals received strong support based on the reported vote totals and broker non-votes.

How did Cohen & Company Inc. (COHN) change its 2020 Long-Term Incentive Plan?

Shareholders increased common shares authorized under the 2020 Long-Term Incentive Plan from 2,500,000 to 4,500,000. They also approved automatic 9% annual increases of fully diluted common shares on July 1 from 2027 through 2030, expanding capacity for equity-based awards.

What were the quorum and voting power figures at COHN’s 2026 annual meeting?

There were 2,477,655 common shares, 4,983,557 Series E preferred shares, and 22,429,541 Series F preferred shares present, representing about 80.68% of combined voting power. This level of participation constituted a valid quorum for conducting meeting business.

Did Cohen & Company Inc. (COHN) shareholders ratify the company’s auditor for 2026?

Yes. Stockholders ratified Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote totals were 4,123,615 for, 76,457 against, and 10,963 abstaining, indicating strong overall support.

Which directors were re-elected at Cohen & Company Inc.’s 2026 annual meeting?

Shareholders re-elected Daniel G. Cohen, G. Steven Dawson, Jack J. DiMaio, Jr., Jack Haraburda, and Diana Louise Liberto. Each nominee received over 3.17 million votes for and over 981,000 broker non-votes, keeping the full slate on the board until the next annual meeting.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB