Cohen & Company (COHN) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 3, 2026, to be held virtually, with voting available online, by phone, or by mail for shareholders of record as of April 9, 2026.

• Proxy materials distributed electronically to most shareholders, with paper copies available upon request, supporting cost and environmental efficiency.

• Key proposals include election of five directors, approval of an amendment to the long-term incentive plan, and ratification of the external auditor.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, approving Amendment No. 4 to the 2020 Long-Term Incentive Plan (increasing authorized shares from 2.5M to 4.5M and adding an annual 9% increase from 2027–2030), and ratifying Grant Thornton LLP as auditor for 2026.

• Board recommends voting in favor of all proposals; executive officers and directors collectively control 63.73% of voting power and intend to vote for all proposals.

• Shareholders may submit proposals for the 2027 annual meeting by December 17, 2026.

Board of directors and corporate governance

• Board consists of five nominees: Daniel G. Cohen, G. Steven Dawson, Jack J. DiMaio, Jr., Jack Haraburda, and Diana Louise Liberto, each with extensive industry and leadership experience.

• Three directors are independent; separation of Chairman and CEO roles is maintained.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.