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):February 12, 2020
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 12, 2020 (the “Effective Date”), upon the recommendation of the Compensation Committee of the Board of Directors (the “Board”) of Cohen & Company Inc., a Maryland corporation (the “Company”), the Board adopted the Cohen & Company Inc. Non-Qualified Deferred Compensation Plan (the “Plan”).
The Plan, which became effective on the Effective Date, is a non-qualified deferred compensation plan for a select group of management and other highly compensated employees (within the meaning of The Employee Retirement Income Security Act of 1974, as amended) of the Company and its subsidiaries.
The Plan is designed to comply with Section 409A of the Internal Revenue Code of 1986, as amended.
The Plan allows the Company to make discretionary “Company Allocations” to eligible participant accounts, which may be a percentage of the eligible participant’s base cash salary or a fixed dollar amount, as approved by the Compensation Committee of the Board.
A Rabbi Trust may (but need not) be established by the Company in connection with the Plan for purposes of holding assets necessary to fund payment of the Company Allocations. With respect to any benefits payable under the Plan, the participants (and their beneficiaries) will have the same status as general unsecured creditors of the Company. Pursuant to the Plan, no participant is permitted to make elective deferral contributions to their Plan accounts without the approval of the Compensation Committee.
The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| * | Filed electronically herewith. |
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: February 12, 2020 | By: | /s/ Joseph W. Pooler, Jr. |
| | | Name: | Joseph W. Pooler, Jr. |
| | | Title: | Executive Vice President, Chief Financial Officer and Treasurer |
