Log in
Log in
Or log in with
GoogleGoogle
Twitter Twitter
Facebook Facebook
Apple Apple     
Sign up
Or log in with
GoogleGoogle
Twitter Twitter
Facebook Facebook
Apple Apple     
  1. Homepage
  2. Equities
  3. United States
  4. Nasdaq
  5. Cowen Inc.
  6. News
  7. Summary
    COWN   US2236226062

COWEN INC.

(COWN)
  Report
Delayed Nasdaq  -  04:00:01 2023-02-07 pm EST
38.86 USD   -0.08%
02/06Universal stainless to present at cowen's 44th annual aerospace/defense & industrials conference on february 15th
AQ
01/26Cowen Inc. : Other Events, Financial Statements and Exhibits (form 8-K)
AQ
01/26Cowen Declares Quarterly Dividend on Its Series A Cumulative Perpetual Convertible Preferred Stock
GL
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisionsFunds 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector newsMarketScreener Strategies

COWEN INC. : Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

11/15/2022 | 12:48pm EST

Item 5.07 Submission of Matters to a Vote of Security Holders

On November 15, 2022, Cowen Inc. (the "Company") held a special meeting of holders of shares of the Company's common stock (the "Special Meeting"). The Company filed its definitive proxy statement (the "Proxy Statement") for the proposals voted upon at the Special Meeting with the Securities and Exchange Commission (the "SEC") on October 11, 2022.

As of the close of business on September 29, 2022, the record date for the Special Meeting, there were 28,014,299 shares of the Company's common stock issued and outstanding and entitled to vote at the Special Meeting. A quorum of 21,200,130 shares of the Company's common stock was represented in person or by proxy at the Special Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below:

1. Proposal to adopt the Agreement and Plan of Merger, dated as of August 1, 2022

    (the "Merger Agreement"), by and among The Toronto-Dominion Bank, a Canadian
    chartered bank ("Parent"), Crimson Holdings Acquisition Co., a Delaware
    corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"),
    and the Company (the "Merger Proposal") as described in the Proxy Statement.


Set forth below are the voting results for the Merger Proposal, which was approved by the Company's common stockholders, receiving the affirmative vote of approximately 75.3% of the shares of the Company's common stock outstanding and entitled to vote at the Special Meeting.

Votes For Votes Against Abstentions Broker Non-Votes 21,091,669 20,335 88,126

           -



2. Proposal to approve, by advisory (non-binding) vote, the compensation that may

    be paid or become payable to the Company's named executive officers in
    connection with the consummation of the merger contemplated by the Merger
    Agreement (the "Advisory Compensation Proposal") as described in the Proxy
    Statement.


Set forth below are the voting results for the Advisory Compensation Proposal, which was not approved by the Company's common stockholders, receiving the affirmative vote of approximately 33.5% of the shares of the Company's common stock present in person or by proxy and entitled to vote at the Special Meeting.

Votes For Votes Against Abstentions Broker Non-Votes 7,105,623 12,836,679 1,257,828 -

3. In connection with the Special Meeting, the Company also solicited proxies

    with respect to the adjournment of the Special Meeting for the purpose of
    soliciting additional proxies if there are insufficient votes at the Special
    Meeting to approve the Merger Proposal (the "Adjournment Proposal") as
    described in the Proxy Statement. As there were sufficient votes at the time
    of the Special Meeting to approve the Merger Proposal, the Adjournment
    Proposal was unnecessary and such proposal was not submitted to the Company's
    stockholders for approval at the Special Meeting.


--------------------------------------------------------------------------------


Item 8.01. Other Events.


On November 15, 2022, the Company issued a press release announcing the results of the stockholder vote at the Special Meeting, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Note Regarding Forward-looking Statements

This communication contains certain forward-looking statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking terms such as "may," "might," "will," "would," "could," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "project," "possible," "potential," "intend," "seek" or "continue," the negative of these terms and other comparable terminology or similar expressions.

These forward-looking statements represent only Company's beliefs regarding future events (many of which, by their nature, are inherently uncertain and beyond Company's control) and are predictions only, based on Company's current expectations and projections about future events. There are important factors that could cause Company's actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, among others:

? the parties' ability to consummate the proposed transaction in within the

expected time-frame or at all;

? the satisfaction or waiver of the conditions to the completion of the proposed

transaction, including the receipt of regulatory clearances required to

consummate the proposed transaction, in each case, on the terms expected or on

the anticipated schedule;

? the risk that the parties may be unable to achieve the anticipated benefits of

the proposed transaction within the expected time-frames or at all;

? the occurrence of any event that could give rise to the termination of the

proposed transaction, including in circumstances which would require the

Company to pay a termination fee;

? the effect of the announcement or pendency of the proposed transaction on the

Company's ability to retain and hire key personnel and its ability to maintain

relationships with its customers, clients, vendors and others with whom it does

business;

? risks related to diverting management's attention from the Company's ongoing

business operations; and

? the risk that stockholder litigation in connection with the proposed

transaction may result in significant costs of defense, indemnification and

liability and may delay the proposed transaction.

In particular, you should consider the risks outlined under Item 1A - "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, and subsequent reports Company has filed with the SEC. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, level of activity, performance or achievements. Moreover, none of the Company or any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. These forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any of these forward-looking statements after the date they are made except to the extent required by applicable law. Further disclosures that the Company makes on related subjects in additional filings with the SEC should be consulted.

--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, dated November 15, 2022, issued by the Company.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

All news about COWEN INC.
02/06Universal stainless to present at cowen's 44th annual aerospace/defense & industrials c..
AQ
01/26Cowen Inc. : Other Events, Financial Statements and Exhibits (form 8-K)
AQ
01/26Cowen Declares Quarterly Dividend on Its Series A Cumulative Perpetual Convertible Pref..
GL
01/26Cowen Declares Quarterly Dividend on Its Series A Cumulative Perpetual Convertible Pref..
AQ
01/26Canada expected to buck trend of big investment banking layoffs
RE
01/05Boxed to Explore Strategic Alternatives, Including Possible Sale
CI
2022Cowen Research Publishes Annual Themes Outlook
GL
2022Cowen Research Publishes Annual Themes Outlook
AQ
2022Cowen Inc. acquired Proven Behavior Solutions, LLC.
CI
2022COWEN INC. : Ex-dividend day for
FA
More news
Analyst Recommendations on COWEN INC.
More recommendations