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 3, 2021
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 3, 2021, Cohen & Company, LLC (the “Operating LLC”), a Delaware limited liability company and a subsidiary of Cohen & Company Inc., a Maryland corporation (the “Company”), entered into Amendment No. 3 to Employment Agreement (the “Amendment”), by and between the Operating LLC and Joseph W. Pooler, Jr. (“Mr. Pooler”). Mr. Pooler is the Executive Vice President, Chief Financial Officer and Treasurer of each of the Company and the Operating LLC and a member of the Board of Managers of the Operating LLC.
The Amendment amended the Employment Agreement, dated May 7, 2008, between Mr. Pooler and the Operating LLC, as amended (the “Employment Agreement”) to provide that, if (i) the Operating LLC terminates Mr. Pooler’s employment without Cause (as defined in the Employment Agreement) and not as a result of Mr. Pooler’s death or disability, (ii) Mr. Pooler terminates his employment with the Operating LLC for Good Reason (as defined in the Employment Agreement), or (iii) the Company does not renew the Employment Agreement’s annual term pursuant to the provisions therein (each, a “Termination”), then Mr. Pooler will receive a single-sum payment of an amount equal to three times Mr. Pooler’s annual salary in effect as of December 31, 2020. Prior to the Amendment, the Employment Agreement provided that, upon a Termination, Mr. Pooler would receive a single-sum payment of an amount equal to three times the average of his annual salary amounts paid to Mr. Pooler over the three calendar years prior to the date of Termination. The Amendment made no other amendments to the Employment Agreement and the Employment Agreement remains in full force and effect.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit
|
Description |
|
| 10.1* | Amendment No. 3 to Employment Agreement, dated February 3, 2021, by and between Cohen & Company, LLC and Joseph W. Pooler, Jr. |
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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 5, 2021 | By: |
/s/ Joseph W. Pooler, Jr. |
| Name: Joseph W. Pooler, Jr. | ||
| Title: Executive Vice President, Chief Financial Officer and Treasurer | ||
Exhibit 10.1
AMENDMENT NO. 3 TO
EMPLOYMENT AGREEMENT
This Amendment No. 3 to EMPLOYMENT AGREEMENT (this “Amendment”) is executed as of February 3, 2021 (the “Effective Date”), by and between Cohen & Company, LLC, a Delaware limited liability company (the “Company”), and Joseph W. Pooler, Jr. (“Executive”).
RECITALS:
WHEREAS, the Company and Executive entered into the Amended and Restated Employment Agreement dated as of October 20, 2011, as amended by Amendment No. 1 to Employment Agreement dated as of February 20, 2009 and Amendment No. 2 to Employment Agreement dated as of February 18, 2010 (as amended, the “Existing Agreement”); and
WHEREAS, the Company and Executive desire to enter into this Amendment to amend certain terms of the Existing Agreement effective as of the Effective Date.
NOW THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
Section 1. Amendment to Section 5.2(b). Section 5.2(b)(ii) shall be amended and restated as follows:
“(ii) the Executive shall receive a single-sum payment of an amount equal to 3.0 times the Annual Salary of Executive in effect as of December 31, 2020;”
Section 2. Effects of this Amendment. Except as amended by this Amendment, the Existing Agreement shall remain in full force and effect.
Section 3. Waivers and Amendments. This Amendment may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.
Section 4. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns, heirs, executors and legal representatives.
Section 5. Counterparts. This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.
Section 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE COMMONWEALTH OF PENNSYLVANIA.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Amendment No. 3 to the Employment Agreement has been duly executed as of the date first written above.
| COMPANY: | ||
| Cohen & Company, LLC | ||
| By: | /s/ Lester R. Brafman | |
| Name: Lester R. Brafman | ||
| Title: Chief Executive Officer | ||
| EXECUTIVE: | ||
| By: | /s/ Joseph W. Pooler | |
| Name: Joseph W. Pooler, Jr. | ||