{"url_path":"/sec/cohn/8-k/2026-06-03/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1270436/0001104659-26-070096-index.html","accession_number":"0001104659-26-070096","cik":"0001270436","ticker":"COHN","issuer_name":"Cohen & Co Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1270436/0001104659-26-070096-index.html","primary_entity_key":"0001270436","primary_entity_name":"Cohen & Co Inc."},"word_count":816,"has_tables":true,"body_markdown":"**Item 5.07**\n**Submission of Matters to a Vote of Security Holders.**\n\n \n\nCohen & Company Inc., a Maryland corporation (the “Company”),\nheld its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) at 10:00 a.m., Eastern Time, on Wednesday, June 3,\n2026. The Annual Meeting was held entirely online.\n\n \n\nThe following three proposals were submitted for a vote of the Company’s\nstockholders at the Annual Meeting:\n\n \n\n1.To elect five directors, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected\nand qualified, or until his or her earlier death, resignation or retirement;\n\n \n\n2.To approve Amendment No. 4 to the Cohen & Company Inc. 2020 Long-Term Incentive Plan to increase the number of shares\nof the Company’s common stock, par value $0.01 per share (“Common Stock”), authorized for issuance thereunder (i) from\n2,500,000 shares to 4,500,000, and (ii) automatically on July 1 of each year, beginning on July 1, 2027 and ending on and\nincluding July 1, 2030, by 9% of the total number of shares of the Common Stock (calculated on a fully diluted basis) on June 30\nof the preceding calendar month; and\n\n \n\n3.To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year\nending December 31, 2026.\n\n \n\nThe total number of the Company’s securities entitled to vote\nat the Annual Meeting were:  2,477,655 shares of Common Stock, 4,983,557 shares of the Company’s Series E Voting Non-Convertible\nPreferred Stock, par value $0.001 per share (“Series E Preferred Stock”), and 22,429,541 shares of the Company’s\nSeries F Voting Non-Convertible Preferred Stock, par value $0.001 per share (“Series F Preferred Stock”). The Common\nStock, the Series E Preferred Stock and the Series F Preferred Stock voted together on all matters at the Annual Meeting. Each\nstockholder of record as of the close of business on April 9, 2026, the record date of the Annual Meeting (the “Record Date”),\nwas entitled to one vote on each matter properly brought before the meeting for (i) each share of Common Stock held by such stockholder\nas of the Record Date, (ii) every ten shares of Series E Preferred Stock held by such stockholder as of the Record Date, and\n(iii) every ten shares of Series F Preferred Stock held by such stockholder as of the Record Date.\n\n \n\nThere were 2,477,655 shares of Common Stock, 4,983,557 shares of Series E\nPreferred Stock (representing 498,355 votes at the Annual Meeting), and 22,429,541 shares of the Series F Preferred Stock (representing\n2,242,954 votes at the Annual Meeting) present in person or by proxy at the Annual Meeting, which represented approximately 80.68% of\nthe combined voting power of the shares of Common Stock, Series E Preferred Stock and Series F Preferred Stock entitled to\nvote at the Annual Meeting, and which constituted a quorum for the transaction of business.\n\n \n\n2\n\n \n\n \n\nThe voting results of the Annual Meeting were as follows:\n\n \n\n*Proposal 1: Election of Directors*\n\n \n\nThe Company’s stockholders elected Daniel G. Cohen, G. Steven\nDawson, Jack J. DiMaio, Jr., Jack Haraburda and Diana Louise Liberto, each to serve until the next annual meeting of the Company’s\nstockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or retirement,\nby the number of votes set forth below.\n\n \n\nNominee \nFOR  \nWithheld  \nBroker Non-Votes \n\nDANIEL G. COHEN \n3,188,365  \n41,378  \n981,292 \n\nG. STEVEN DAWSON \n3,161,592  \n68,151  \n981,292 \n\nJACK J. DIMAIO, JR. \n3,188,369  \n41,374  \n981,292 \n\nJACK HARABURDA \n3,171,679  \n58,064  \n981,292 \n\nDIANA LOUISE LIBERTO \n3,185,628  \n44,115  \n981,292 \n\n \n\n*Proposal 2: Approval of Amendment\nNo. 4 to the Cohen & Company Inc. 2020 Long-Term Incentive Plan*\n\n \n\nThe Company’s stockholders approved\nAmendment No. 4 to the 2020 Long Term Incentive Plan to increase the number of shares of Common Stock authorized for issuance\nthereunder (i) from 2,500,000 shares to 4,500,000, and (ii) automatically on July 1 of each year, beginning on July 1,\n2027 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\nbasis) on June 30 of the preceding calendar month, by the number of votes set forth below.\n\n \n\nFor \nAgainst \nAbstain \nBroker Non-Votes\n \n\n3,076,905 \n150,207 \n2,631 \n981,292\n \n\n \n\n*Proposal 3: Ratification of the Appointment\nof the Independent Registered Public Accounting Firm*\n\n \n\nThe Company’s stockholders ratified the appointment of Grant\nThornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by\nthe number of votes set forth below.\n\n \n\nFor \nAgainst \nAbstain\n \n\n4,123,615 \n76,457 \n10,963\n \n\n \n\n3\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \nCOHEN & COMPANY INC.\n\n \n \n \n\nDate: June 3, 2026\nBy:\n\n \n\n/s/ Joseph W.\nPooler, Jr.\n\n \n \nName:\nJoseph W. Pooler, Jr.\n\n \n \nTitle:\nExecutive Vice President, Chief Financial Officer and Treasurer"}