COHN Cohen & Co Inc. - 8-K

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.

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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

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