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Oppenheimer AGM: Shareholders OK charter changes, dividend hike; CEO touts record 2025 results

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Key Points

  • Shareholders approved all meeting proposals, including the election of nine directors, ratification of Deloitte as auditor, advisory say-on-pay (every three years), and an amendment and restatement of the company’s certificate of incorporation.
  • CEO Robert Lowenthal said Oppenheimer delivered record 2025 results with $1.6 billion in revenue and over $14 EPS, reported strong Q1 2026 momentum (including a 100% increase in investment banking revenue year-over-year), and the board raised the quarterly dividend $0.02 to $0.20.
  • Management said a $70 million pre-tax legal accrual for the cash-sweep class-action settlement and about $22.3 million pre-tax stock-linked compensation expense drove a GAAP Q1 loss of $20.6 million, while adjusted net income was $47.5 million ($4.46/share); court approval of the settlement is expected within ~90 days.
  • Five stocks we like better than Oppenheimer.

Oppenheimer NYSE: OPY held its 2026 annual meeting of stockholders in a virtual format, during which shareholders elected directors, ratified the company’s auditor, approved executive compensation proposals on an advisory basis, and voted to approve an amendment and restatement to the company’s certificate of incorporation. Following the formal meeting, Chief Executive Officer Robert Lowenthal reviewed operating highlights for 2025 and early 2026, including record results, a dividend increase, and the expected resolution of cash sweep class action litigation.

Quorum and voting results

Chairman Albert G. Lowenthal said the company had 99,665 shares of Class B voting common stock entitled to vote as of the March 6, 2026 record date. According to the inspector of elections’ report, no Class B shares were represented in person and 97,387 shares were represented by proxy, representing about 97.7% of outstanding Class B voting shares, which the company said was sufficient for a quorum.

Shareholders approved the meeting’s proposals, with vote totals reported as follows:

  • Election of directors: All nine nominees were elected, each receiving at least 97,385 votes in favor. The elected directors were Evan Behrens, Tim Dwyer, Paul Friedman, Jessica Glasser, Stacy Kantor, Albert Lowenthal, Robert Lowenthal, Larry Roth, and Suzanne Spalding.
  • Auditor ratification: Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026 with 97,387 votes in favor, with remuneration to be set by the audit committee.
  • Say-on-pay: The advisory, non-binding vote to approve 2025 executive compensation passed with 97,381 votes in favor.
  • Say-when-on-pay: The advisory, non-binding vote to hold executive compensation votes every three years passed with 97,381 votes in favor.
  • Certificate of incorporation: Shareholders approved an amendment and restatement to the company’s certificate of incorporation, with 97,381 votes in favor. (Specific changes were referenced as “described in the proxy statement” but not detailed during the meeting.)

CEO highlights 2025 performance and early 2026 momentum

In a presentation after the formal meeting adjourned, CEO Robert Lowenthal said Oppenheimer remains focused on growing “our two main businesses, wealth management and capital markets,” describing wealth management as “the crown jewel of the company” for its consistent and stable revenue contribution. He said that in 2025, “a constructive secondary market and significant volatility across both equities and fixed income” helped drive increased revenue in both areas, and that capital markets were open to new issuance during the year.

Lowenthal reported record results for 2025, including “record overall revenues of $1.6 billion” and “record earnings per share of over $14 per share.” He said the company’s core wealth management business produced record retail commissions and record advisory fees, as clients engaged in “a volatile but rising equity market.” He also said a 51% increase in investment banking revenues supported capital markets results and helped offset “slightly lower interest revenues” as rates declined after “several Fed rate cuts during the year.”

Turning to 2026, Lowenthal said momentum continued into the first quarter, including a “100% increase in investment banking revenues in Q1 of 2026 compared to Q1 of 2025,” driven by several large transactions that closed during the quarter.

Litigation settlement accrual and stock-linked compensation costs

Lowenthal said first-quarter 2026 results reflected two notable cost items: expenses tied to liability-based equity awards issued to financial advisors and a cost increase related to the company’s cash sweep class action litigation settlement. He said compensation costs were elevated “largely driven by the outstanding liability-based equity awards issued to our financial advisors over the past five years,” which are tied to the stock price. He noted the company’s stock increased by $16.90, or 23%, during the quarter, which increased those expenses.

Lowenthal also said a “significant increase” in non-compensation expenses was related to the announced settlement of the cash sweep class action litigation, adding that the settlement agreement requires district court approval that the company hopes to receive “within 90 days.” He said the company viewed resolving the matter as preferable to proceeding to a jury trial: “While we regret the cost associated with settling this litigation, our view is that the risk of a jury trial was too high, and that getting the matter resolved and focusing on our core operating business was the best course of action.”

For illustrative purposes, Lowenthal provided an adjusted view of first-quarter performance excluding the litigation settlement cost and the liability-based stock award expense. He said that if those two expenses were backed out, after-tax earnings would have been $47.5 million, or $4.46 per share. He also said the impact of these items reduced shareholder equity to $952 million, down from $983.8 million at Dec. 31, 2025.

CFO Brad Watkins later reiterated that the company’s referenced non-GAAP measures are supplemental and should be considered alongside GAAP results. Watkins said first-quarter 2026 non-GAAP results excluded a $70 million pre-tax legal accrual related to the cash sweep litigation settlement and a $22.3 million pre-tax expense related to the liability-based “stock link” compensation program. Watkins said adjusted net income for the quarter was $47.5 million, or $4.46 per share, compared with a GAAP net loss of $20.6 million, or $1.93 per share.

Dividend increase, sweep program update, and growth priorities

Lowenthal said the company maintains a “low-risk profile” on its balance sheet and operates with no outstanding long-term debt. He said the board authorized a $0.02 increase to the quarterly dividend, bringing it to $0.20 per share per quarter, or $0.80 per share annually.

On the FDIC sweep program that was central to the litigation, Lowenthal said it “continues to perform as intended,” with client assets held in 50 participating banks. He said total assets in the program were $3 billion at quarter-end and that interest income to the firm over the prior 12 months was $110.9 million. He added that the firm will announce changes to program documentation and agreements pursuant to the settlement, but said, “We do not anticipate any significant impact to the design and economics of the program going forward.”

Lowenthal also discussed hiring dynamics in wealth management, calling the industry “very competitive” and noting higher acquisition costs for recruiting experienced professionals, as well as attrition from retirements and deaths. He said the firm is developing trainee programs targeting college graduates and younger licensed professionals who have not yet developed books of business, calling it “a long-term solution that will take years to bear fruit.” Lowenthal also noted that 69% of wealth management revenues are derived from advisory fees.

On capital markets, Lowenthal said 2025 and the first quarter of 2026 marked a strong 15-month period for the business and suggested the geopolitical environment and “transformative innovations” could support further growth. He also said the company has not yet seen “a material reopening of the IPO market,” which he called a goal of the current administration, and said Oppenheimer believes it could benefit if that occurs.

No shareholder questions were submitted via the meeting portal or email, the company said, and the meeting concluded after management’s remarks.

About Oppenheimer NYSE: OPY

Oppenheimer & Co Inc is a full-service investment bank and wealth management firm headquartered in New York City. Founded in the mid-20th century, the company provides a broad array of financial services to individual, institutional and corporate clients. Its core competencies include equity and fixed-income research, institutional sales and trading, underwriting and merger-and-acquisition advisory.

In the wealth management segment, Oppenheimer offers tailored investment solutions, comprehensive financial planning and retirement strategies.

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