Cohen & Company Inc. (COHN) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Cohen & Company 2020 Annual Meeting of Stockholders. I will now turn things over to Chief Executive Officer, Lester Brafman.

Thank you. And 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 Annual Stockholders Meeting. This meeting is being held internally online. This meeting will be called -- held today at 10 a.m. It is now 10 a.m., and I will now call this meeting to order. At this time, I'd like to introduce the officers of the company. And those that are present, I'd appreciate if they would say present as they are introduced. Daniel G. Cohen, Chairman of our Board of Directors, President and Chief Executive of our European Operations.

Present.

Joseph Pooler, Chief Financial Officer [indiscernible].

Present.

Douglas Listman, Chief Accounting Officer.

Present.

Dennis Crilly, General Counsel. I would also like to introduce the directors of the company participating in this meeting: G. Steven Dawson, Jack DiMaio, Jack Haraburda, Diana Liberto. On May 1, 2020, a notice of Internet availability of proxy materials containing the notice of meeting as well as instructions on how to access the company's 2020 proxy materials and vote online was mailed to the company's stockholders of record as of the close of business on April 17, 2020. I submit to this meeting an affidavit of distribution of the notice of the annual meeting stating that the 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. Lou Larsen of Broadridge Financial Solutions, Inc. has been pointed to act as inspector of elections for today's meeting for the purpose of tabulating 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 on 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 the meeting's VSM website. Any stockholder of record whose proxy has been delivered to the 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 to vote via this meeting's VSM website today. If you wish to vote, please do so via the VSM website. Mr. Larsen?

The report of attendance indicates that 3,988,019 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 or represented 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. Proposals. The business to be transacted at this meeting is to vote on matters set forth in the company's proxy statement, which is previously made available to the company's stockholders. I will describe each of the items business to be voted upon at this meeting, and then we will conduct the voting on all proposals. Proposal 1. The first item of business is to elect 5 members to the company's Board of Directors, each to serve until the 2021 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 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; G. Steven Dawson; Jack J. DiMaio, Jr.; Jack Haraburda; and Diana Louise 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 5 nominees recommended for election of the company's Board of Directors. If there are any questions or comments specifically relating to the election of directors, please submit them now. Proposal 2. The second item of business is to approve in accordance with Section 713A of the NYSE American Company Guide the potential issuance of up to 2.242954 shares of the company's common stock -- I'm sorry, that's 2,242,954 shares of the company's common stock, par value $0.01 per share, pursuant to the potential redemption of 22,429,541 units of membership interest in Cohen & Company LLC issued pursuant to the securities purchase agreement dated December 30, 2019, by and among the company Cohen & Company LLC, the LNG Cohen and the DGC Family Fintech Trust. Details of which are set forth in the company's proxy materials, which was previously made available to each of the company's stockholders. The Board of Directors recommends that stockholders vote for the approval of this proposal. If there are any questions or comments specifically relating to matters which have been -- which have a bearing on this proposal, please submit them now. Proposal 3. The third item of business is to approve the Cohen & Company's 2020 long-term incentive plan. The details of which are set forth in the company's proxy statement, which are previously made available to each of the company's stockholders. The Board of Directors recommends that stockholders vote for the approval of this proposal. 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 the proposal to ratify the appointment of Grant Thornton as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. 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, 2020. If there are any questions or comments specifically related to matters which have a bearing on this proposal, please submit them now. So according to my system, there are no questions that have been submitted. Voting. We will now proceed to vote. You may vote your shares online during the meeting via this meeting's 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 -- mailed or voted online or handed 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 her vote, please vote online now via this meeting's VSM website. [Voting]

Closing of the polls. I now declare the polls closed. The inspector of elections will now complete his tabulations. Mr. Larsen?

Thank you. I have completed the tabulation. I'm ready to report the results. One, 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 5 nominees as directors. With respect to proposal 2, I have determined a majority of the votes cast by the stockholders were cast in favor of the potential issuance of up to 2,242,954 shares of the company's common stock pursuant to the potential redemption of units of membership interest in Cohen & Company LLC. With respect to proposal 3, I have determined that a majority of the votes cast by the stockholders were cast in favor of the adoption of the Cohen & Company Inc. 2020 long-term incentive plan. With respect to proposal 4, 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 31, 2020.

Okay. Based on the tabulation of the votes by the inspector of elections, I declare that proposals 2, 3 and 4 have been approved, that the nominees have been elected as directors of the company, each to serve until the 2021 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. As there are no further business which has been properly submitted for consideration at this meeting, this meeting is 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 VSM website. Okay. Since I do not see any questions on the website, I think we are finished for today. So I want to thank everybody for participating and look forward to talking to you again next year.

Thank you for joining. You may now disconnect.