UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 7, 2024
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Cohen & Steers, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | 001-32236 | 14-1904657 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number)
| (IRS Employer
Identification No.) |
1166 Avenue of the Americas New York, NY 10036
(Address of principal executive offices and Zip Code)
(212) 832-3232
(Registrant's telephone number, including area code) | | |
_________________________________________ (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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | CNS | | New York Stock Exchange |
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 7, 2024, the Board of Directors (the “Board”) of Cohen & Steers, Inc. (the “Company”) appointed Karen Wilson Thissen as a director of the Company and as a member of the Board’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, effective immediately. Upon the appointment of Ms. Wilson Thissen, the size of the Board increased to 11 directors.
Ms. Wilson Thissen, age 58, is currently General Counsel and Secretary of General Mills, Inc.
The Board has determined that Ms. Wilson Thissen is an independent director in accordance with applicable New York Stock Exchange rules and the Company’s Corporate Governance Guidelines, as well as the independence requirements of each of Rules 10A-3 and 10C-1 under the Securities Exchange Act of 1934, as amended, pertaining to Audit Committee and Compensation Committee membership, respectively. There were no arrangements or understandings between Ms. Wilson Thissen and any other person pursuant to which Ms. Wilson Thissen was appointed a director of the Company. Ms. Wilson Thissen has not been a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
In connection with her service as a director, Ms. Wilson Thissen is entitled to receive the standard compensation paid to the Company’s non-management directors as disclosed in the Company’s 2024 Proxy Statement filed with the Securities and Exchange Commission on March 22, 2024. Any compensation paid by the Company to Ms. Wilson Thissen for 2024 will be pro-rated accordingly.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the appointment of Ms. Wilson Thissen as a director of the Company is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The exhibits listed on the exhibit index accompanying this Current Report on Form 8-K are furnished herewith.
| | | | | |
| Exhibit No. | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
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| Cohen & Steers, Inc. (Registrant) |
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| Date: November 8, 2024 | By: | /s/ Francis C. Poli |
| | Name: Francis C. Poli Title: Executive Vice President, General Counsel and Secretary |
