COWEN INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders held onJune 23, 2022 (the "Annual Meeting"), stockholders of the Company approved an amendment and restatement of the 2020 Equity Incentive Plan to increase the shares available for issuance under the 2020 Equity Incentive Plan (the "Plan"), as described in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Commission onMay 27, 2022 (the "Proxy Statement"). The terms of the Plan are described in the Proxy Statement under the caption "Proposal 4 - Approval of an Increase in the Shares Available for Issuance Under the 2020 Equity Incentive Plan," which section is incorporated by reference herein. Such description is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this report.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting, upon the recommendation of the Board, the stockholders approved an amendment (the "Charter Amendment") to the Company's Amended and Restated Certificate of Incorporation, as amended, to permit requests for special meetings of stockholders by holders of 25% of the Company's issued and outstanding capital stock entitled to vote on the matters to be presented. As a result, the Company filed a Certificate of Amendment setting forth the Charter Amendment with the Secretary of State of theState of Delaware onJune 28, 2022 . The Charter Amendment became effective upon filing. In addition, subject to stockholder approval of the Charter Amendment and the filing and effectiveness of the Certificate of Amendment setting forth the Charter Amendment, the Board approved the Company's Third Amended and Restated By-Laws, to specify the procedures for stockholder-requested special meetings (the "Amended and Restated By-Laws"). The foregoing summaries of the Charter Amendment and the Amended and Restated By-Laws do not purport to be complete and are qualified in their entirety by reference to the Charter Amendment and the Amended and Restated By-Laws, copies of which are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, stockholders voted on the election of Directors to the Board, an advisory vote to approve the compensation of the named executive officers, the ratification of the appointment ofKPMG LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2022 , to approve an increase in the shares available for issuance under the 2020 Equity Incentive Plan, to approve the Charter Amendment and a stockholder proposal entitled "Shareholder Right to Call a Special Shareholder Meeting." The holders of 22,500,074 shares of the Company's Class A common stock, or approximately 81.02% of the eligible voting shares, were represented at the meeting in person or by proxy. All nominees for election to the Board were elected for a term that will continue until the next annual meeting of stockholders or until the director's successor has been duly elected and qualified (or the director's earlier resignation, death or removal). The Company's independent inspector of election reported the final vote of the stockholders as follows: 3 --------------------------------------------------------------------------------
Name Votes For Authority Withheld Brett H. Barth 17,986,985 2,627,502 Katherine E. Dietze 20,466,092 148,395 Gregg A. Gonsalves 20,117,137 497,350 Lorence H. Kim 20,581,284 33,203 Steven Kotler 19,764,108 850,379 Lawrence E. Leibowitz 18,560,377 2,054,110 Margaret L. Poster 18,706,740 1,907,747 Douglas A. Rediker 18,987,125 1,627,362 Jeffrey M. Solomon 20,477,517 136,970
Broker non-votes for each director totaled 1,885,587.
The stockholders cast an advisory vote to approve the compensation of the named
executive officers. The Company's independent inspector of election reported the
final vote of the stockholders as follows:
For Against Abstain
Advisory Vote to Approve the Compensation of the
Company's Named Executive Officers 11,475,404 9,115,808 23,275
Broker non-votes for this proposal totaled 1,885,587.
The stockholders vote ratified the appointment of the independent auditor. The Company's independent inspector of election reported the final vote of the stockholders as follows:
For Against Abstain
Ratification of KPMG LLP as the Independent
Registered Public Accounting Firm for the Year
Ending December 31, 2022 22,474,962 19,576 5,536
The stockholders approved the increase in the shares available for issuance under the 2020 Equity Incentive Plan. The Company's independent inspector of election reported the final vote of the stockholders as follows:
For Against Abstain
Approval of an Increase in the Shares Available
for Issuance Under the 2020 Equity Incentive Plan 14,344,692 6,249,669 20,126
Broker non-votes for this proposal totaled 1,885,587.
4
--------------------------------------------------------------------------------The stockholders approved the Charter Amendment. The Company's independent inspector of election reported the final vote of the stockholders as follows:
For Against Abstain
Approval of a Charter Amendment to Permit Requests for Special Meetings of Stockholders by Holders of 25% of the Company's Issued and Outstanding Capital Stock Entitled to Vote on the Matters to be Presented
19,024,607 103,908 1,485,972
Broker non-votes for this proposal totaled 1,885,587.
The stockholders did not approve the stockholder proposal entitled "Shareholder Right to Call a Special Shareholder Meeting." The Company's independent inspector of election reported the final vote of the stockholders as follows:
For Against Abstain
Shareholder Right to Call a Special Shareholder
Meeting 7,494,883 12,981,533 138,071
Broker non-votes for this proposal totaled 1,885,587.
5
--------------------------------------------------------------------------------Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K:
3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation
of Cowen Inc.
3.2 Third Amended and Restated By-Laws of Cowen Inc.
10.1 Cowen Inc. 202 0 Equity Incentive Plan (as
amended and restated
2022) (Incorporated by reference to Appendix A to the Definitive Proxy Statement
of Cowen Inc. on Schedule A for the year ended December 31, 2021, as filed on
May 27, 2022 )
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within
the iXBRL document).
6
--------------------------------------------------------------------------------
© Edgar Online, source
