Document


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): April 24, 2020
COWEN INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
 
001-34516
 
27-0423711
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)


599 Lexington Avenue
New York, NY 10022
(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (212) 845-7900

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:
¨
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))
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 o
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.   o

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of Exchange on Which Registered
Class A Common Stock, par value $0.01 per share
 
COWN
 
The Nasdaq Global Market
7.35% Senior Notes due 2027
 
COWNZ
 
The Nasdaq Global Market
7.75% Senior Notes due 2033
 
COWNL
 
The Nasdaq Global Market



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Item 5.02.    Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 24, 2020 the Board of Directors (the “Board”) of Cowen Inc. (the “Company”) appointed Gregg A. Gonsalves to serve on the Company’s Board of Directors, effective immediately. Mr. Gonsalves’s appointment expands the Board to ten directors.

Mr. Gonsalves joins the Board of Directors of Cowen with comprehensive experience in real estate and finance. Mr. Gonsalves has been an advisory partner with Integrated Capital LLC, a leading, hotel-focused, private real estate advisory and investment firm since 2013. Prior to joining Integrated Capital, Mr. Gonsalves was a managing director at Goldman Sachs and was the partner responsible for the Real Estate Mergers & Acquisition business. In his 20-year career at Goldman Sachs, Mr. Gonsalves completed over 50 M&A transactions worth approximately $100 billion in deal value, working with a variety of companies in a wide range of industries. Mr. Gonsalves serves on the Board of Directors of Cedar Realty Trust, a publicly-traded retail REIT, and is on the Board of POP Tracker LLC, a private company focused on providing proof of performance to the out-of-home advertising industry. He began his career as a sales engineer at Mobil Oil Corporation from 1989 to 1991. Mr. Gonsalves received a B.S. from Columbia University and received an M.B.A. from Harvard Business School.
Mr. Gonsalves is presently Chairman of the Board of Directors of the Jackie Robinson Foundation, a non-profit organization which provides higher education scholarships and leadership development opportunities to minority students across the U.S. Mr. Gonsalves has served as a Board member for the Foundation for over a decade.

On April 27, 2020, the Company issued a press release announcing the appointment of Mr. Gonsalves. A copy of the press release is attached hereto as Exhibit 99.1.

 Item 9.01. Financial Statements and Exhibits.
(d)
 
Exhibit
 
 
 
 
 
 
 


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
COWEN INC.


Dated: April 27, 2020        By: _/s/ Owen S. Littman__                    
Name:    Owen S. Littman     
Title:     General Counsel






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Exhibit
https://cdn.kscope.io/da3bcd5a1adc7a391c6d53eea4065789-cowengonsalvesboardpr_image2.jpg

COWEN APPOINTS GREGG A. GONSALVES AS NEW INDEPENDENT BOARD DIRECTOR


NEW YORK – April 27, 2020 - Cowen Inc. (NASDAQ:COWN) (“Cowen” or the “Company”) is pleased to announce that Gregg A. Gonsalves has been appointed to its Board of Directors, effective April 24, 2020. The appointment will increase the size of Cowen’s Board to 10 members.

“Gregg brings a wealth of finance and investment experience to Cowen’s Board,” said Jeffrey M. Solomon, Chairman and Chief Executive Officer. “We look forward to his insight and counsel as we continue executing on our strategy to engage our clients, and our communities, during this challenging time utilizing our core values of Vision, Empathy, Sustainability and Tenacious Teamwork.”

Mr. Gonsalves joins the Cowen Board of Directors with comprehensive experience in real estate and finance. Mr. Gonsalves has been an advisory partner with Integrated Capital LLC, a leading, hotel-focused, private real estate advisory and investment firm since 2013. Prior to joining Integrated Capital, Mr. Gonsalves was a managing director at Goldman Sachs and was the partner responsible for the Real Estate Mergers & Acquisition business. In his 20-year career at Goldman Sachs, Mr. Gonsalves completed over 50 M&A transactions worth approximately $100 billion in deal value, working with a variety of companies in a wide range of industries. Mr. Gonsalves serves on the Board of Directors of Cedar Realty Trust, a publicly-traded retail REIT, and is on the Board of POP Tracker LLC, a private company focused on providing proof of performance to the out-of-home advertising industry. He began his career as a sales engineer at Mobil Oil Corporation from 1989 to 1991. Mr. Gonsalves earned a B.S. from Columbia University and an M.B.A. from Harvard Business School.
Mr. Gonsalves is presently Chairman of the Board of Directors of the Jackie Robinson Foundation, a non-profit organization which provides higher education scholarships and



https://cdn.kscope.io/da3bcd5a1adc7a391c6d53eea4065789-cowengonsalvesboardpr_image1.jpg

leadership development opportunities to minority students across the U.S. Mr. Gonsalves has served as a board member for the Foundation for over a decade.


About Cowen Inc.

Cowen Inc. (“Cowen” or the “Company”) is a diversified financial services firm offering investment banking services, equity and credit research, sales and trading, prime brokerage, global clearing, commission management services and actively managed alternative investment products. Cowen focuses on delivering value-added capabilities to our clients in order to help them outperform. Founded in 1918, the Company is headquartered in New York and has offices worldwide. Learn more at Cowen.com

For further information, contact:

Cowen Inc.
J.T. Farley, Investor Relations
(646) 562-1056
james.farley@cowen.com


Gagnier Communications
Dan Gagnier

(646) 569-5897
dg@gagnierfc.com




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