Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 3, 2018

 

 

Cohen & Steers, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-32236   14-1904657

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

280 Park Avenue, New York, New York   10017
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 832-3232

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

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  ☐

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.  ☐

 

 

 


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

On May 3, 2018, Cohen & Steers, Inc. (the “Company”) held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”).    

 

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting, each shareholder of record of common stock of the Company as of March 8, 2018 was entitled to vote at the Annual Meeting. Each shareholder was entitled to one vote per share of common stock. A total of 45,810,078 shares of common stock (98.01% of all such shares entitled to vote at the Annual Meeting) were represented in person or by proxy.

At the Annual Meeting, the shareholders of the Company (i) elected the seven director nominees to the board of directors of the Company to serve until the 2019 Annual Meeting of Shareholders and until their successors are duly elected and qualified, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, and (iii) approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers. Set forth below are the final voting results with respect to each matter submitted to a vote of the shareholders.

 

(i) Election of director nominees:

 

     Aggregate Votes  

Nominees

   For      Against      Abstain      Broker
Non-Votes
 

Martin Cohen

     41,757,335        83,342        6,955        3,962,446  

Robert H. Steers

     41,776,268        64,409        6,955        3,962,446  

Peter L. Rhein

     41,705,004        134,699        7,929        3,962,446  

Richard P. Simon

     39,940,715        1,899,089        7,828        3,962,446  

Edmond D. Villani

     41,704,386        134,704        8,542        3,962,446  

Frank T. Connor

     41,727,124        112,583        7,925        3,962,446  

Reena Aggarwal

     41,740,040        99,655        7,937        3,962,446  

 

(ii) Ratification of appointment of Deloitte & Touche LLP:

 

Aggregate Votes

For

  

Against

  

Abstain

  

Broker Non-Votes

45,579,134

   226,451    4,493    N/A

 

(iii) Approval, in a non-binding advisory vote, of the compensation of the Company’s named executive officers:

 

Aggregate Votes

For

  

Against

  

Abstain

  

Broker Non-Votes

38,564,910

   3,254,067    28,655    3,962,446


SIGNATURES

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

 

      Cohen & Steers, Inc.
      (Registrant)
Date: May 8, 2018     By:   /s/ Adam Johnson
      Name: Adam Johnson
     

Title: Senior Vice President, Associate General

          Counsel and Assistant Secretary