2014 Annual Shareholder Meeting


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 8, 2014


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
_____________________

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))

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 8, 2014, Cohen & Steers, Inc. (the “Company”) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, each shareholder of record of common stock of the Company on March 14, 2014 was entitled to vote at the Annual Meeting. Each shareholder was entitled to one vote per share of common stock. A total of 43,326,469 shares of common stock (96.85% of all such shares entitled to vote at the Annual Meeting) were represented at the Annual Meeting in person or by proxy.

At the Annual Meeting, the shareholders of the Company (i) elected the six director nominees to the board of directors of the Company to serve until the 2015 Annual Meeting of Shareholders and until their successors are 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, 2014, and (iii) approved, by 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 Nominees for Director:

 
Aggregate Votes
 
 

Nominees
 

For
 

Against
 

Abstained
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
Martin Cohen
 
40,533,732
 
333,423
 
6,127
 
2,453,187
 
 
 
 
 
 
 
 
 
Robert H. Steers
 
40,814,262
 
51,272
 
7,748
 
2,453,187
 
 
 
 
 
 
 
 
 
Peter L. Rhein
 
40,229,017
 
639,727
 
4,538
 
2,453,187
 
 
 
 
 
 
 
 
 
Richard P. Simon
 
39,734,167
 
1,134,577
 
4,538
 
2,453,187
 
 
 
 
 
 
 
 
 
Edmond D. Villani
 
40,224,411
 
644,332
 
4,539
 
2,453,187
 
 
 
 
 
 
 
 
 
Frank T. Connor
 
40,832,972
 
35,772
 
4,538
 
2,453,187

(ii)
Ratification of Appointment of Deloitte & Touche LLP:
 
Aggregate Votes
 
 
For
 
Against
 
Abstained
 
Broker Non-Votes
43,080,754
 
243,959
 
1,756
 
N/A

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

Aggregate Votes
 
 
For
 
Against
 
Abstained
 
Broker Non-Votes
36,803,555
 
2,854,048
 
1,215,679
 
2,453,187


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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 12, 2014
By:
/s/ Adam Johnson
 
 
Name: Adam Johnson
Title: Senior Vice President, Associate General Counsel and Assistant Secretary





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