Cowen Announces Election of Directors and Corporate Governance Changes
Annual Meeting of Stockholders each of
term to our Board of Directors.
Cowen announced at the Annual Meeting that
employed as our Vice Chairman and Chairman of
management subsidiary, resigned from the Board and did not stand for
re-election at the Annual Meeting. Mr. Strauss will continue in his
executive positions as our Vice Chairman and Chairman of
addition, we announced that
Compensation Committee, but will remain on the Board.
appointed to the Compensation Committee to replace him.
We also announced at the Annual Meeting that we are in the process of
searching for an additional independent director to add to our Board and
we will appoint an additional independent director as promptly as
practicable upon finding a suitable candidate.
These changes were made following the issuance of a report by one of the
proxy advisory firms which included a recommendation that stockholders
withhold their votes for certain of our director nominees at our Annual
Meeting because a majority of our Board of Directors is not independent
according to that firm’s guidelines. A majority of the Board has
historically been independent under the rules and regulations of both
NASDAQ and the
the guidelines of the proxy advisory firm. We recently made certain
changes to our Board and Compensation Committee composition following
the unexpected resignation from our Board on
our independent directors,
Following these changes, a majority of our Board remained independent
under the rules and regulations of both NASDAQ and the
under all applicable guidelines. However, these changes inadvertently
caused a majority of our Board to no longer be independent under the
proxy advisory firm’s guidelines.
The changes we are announcing today will ensure that our governance is
aligned with the guidelines of our stockholders and their proxy
advisors. As a result of these changes, a majority of the Board is
independent according to all applicable guidelines.
with its consolidated subsidiaries, provides alternative asset
management, investment banking, research, and sales and trading services
through its two business segments: Ramius and its affiliates make up the
Company’s alternative investment segment, while
its affiliates make up the Company’s broker-dealer segment. Ramius
provides alternative asset management solutions to a global client base
and manages a significant portion of Cowen’s proprietary capital.
for growth-oriented companies, domain knowledge-driven research and a
sales and trading platform for institutional investors. Founded in 1918,
the firm is headquartered in
financial centers around the world.
Sard Verbinnen & Co