COHEN & STEERS, INC.
For the period ended May 2, 2024. Filed Mar 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 2, 2024 · Filed Mar 22, 2024
Contents
Appendix BB-1
Appendix B
Reconciliation of U.S. GAAP to As Adjusted Financial Results
| Years Ended December 31, | ||||
|---|---|---|---|---|
| (in thousands, except percentages) | 2023 | 2022 | 2021 | 2020 |
| Operating Income, U.S. GAAP | $164,477 | $215,938 | $260,372 | $95,057 |
| Seed investments(1) | 1,555 | 1,628 | 1,230 | 705 |
| Accelerated vesting of restricted stock units | 1,318 | 10,260 | 7,197 | 774 |
| Lease transition and other costs - 280 Park Avenue(2) | 9,721 | 776 | — | — |
| Closed-end fund offering costs(3) | — | 15,239 | — | 60,559 |
| Rights offering costs(4) | — | — | — | 11,859 |
| Other non-recurring expenses(5) | — | — | — | 500 |
| Operating income, as adjusted | $177,071 | $243,841 | $268,799 | $169,454 |
| Operating margin, U.S. GAAP | 33.60% | 38.10% | 44.60% | 22.20% |
| Operating margin, as adjusted | 36.20% | 43.00% | 46.00% | 39.60% |
(1)Represents adjustment to remove the impact of consolidated investment vehicles from the Company's financial results.
(2)Represents adjustment to remove the impact of lease and other expenses related to the Company's prior headquarters, for which the lease expired in January 2024.
(3)Represents costs associated with the offering of Cohen & Steers Real Estate Opportunities and Income Fund for the year ended December 31, 2022 and Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund for the year ended December 31, 2020. Costs are summarized in the following table:
| Years Ended December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2023 | 2022 | 2021 | 2020 |
| Employee compensation and benefits | $— | $357 | $— | $ 1,317 |
| Distribution and service fees | — | 14,224 | — | 57,818 |
| General and administrative | — | 658 | — | 1,424 |
| Closed-end fund offering costs | $— | $15,239 | $— | $60,559 |
(4)Represents costs associated with the Cohen & Steers Quality Income Realty Fund rights offering, which were recorded in general and administrative expense.
(5)Represents non-recurring expenses, which were recorded in distribution and service fees.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The 2023 Annual Report and 2024 Notice of Annual Meeting and Proxy Statement are available atwww.proxyvote.com.
COHEN & STEERS, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned appoints Francis C. Poli and Brian W. Heller, and each of them, as proxies, each with full power of substitution, and authorizes them to represent and to vote, as designated on the reverse side of this form (with discretionary authority under Proposal 1 to vote for a substitute nominee if any nominee is unable to serve or for good cause will not serve), all shares of common stock of Cohen & Steers, Inc. held of record by the undersigned as of March 7, 2024 at the 2024 Annual Meeting of Shareholders to be held on May 2, 2024 beginning at 9:00 a.m. New York time via live audio webcast at http://www.virtualshareholdermeeting.com/CNS2024, and in their discretion upon any matter that may properly come before the meeting or any adjournment or postponement of the meeting in accordance with their best judgment.
This proxy, when properly executed, will be voted in accordance with the instructions given on the reverse side of this form. If no other indication is made on the reverse side of this form, the proxies shall vote FOR all nominees listed in Proposal 1 and FOR Proposals 2 and 3.
This proxy may be revoked at any time prior to the time voting is declared closed by voting a new proxy, by telephone or Internet, or by giving the Corporate Secretary of Cohen & Steers, Inc. written notice of revocation or a subsequently dated proxy, or by casting a ballot at the meeting.
Continued and to be signed on reverse side
| VOTE BY INTERNET | |
| COHEN & STEERS, INC.1166 AVENUE OF THE AMERICAS New York, NY 10036 | Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. |
|---|---|
| During The Meeting - Go to http://www.virtualshareholdermeeting.com/CNS2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. | |
| VOTE BY PHONE – 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. | |
| VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | KEEP THIS PORTION FOR YOUR RECORDS | ||||||||||||
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| DETACH AND RETURN THIS PORTION ONLY | |||||||||||||
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | |||||||||||||
| COHEN & STEERS, INC. | |||||||||||||
| The Board of Directors recommends you vote FOR the following: | |||||||||||||
| 1. Election of Directors | |||||||||||||
| Nominees: | For | Against | Abstain | The Board of Directors recommends you vote FOR proposals 2 and 3. | For | Against | Abstain | ||||||
| 1a. Martin Cohen | ☐ | ☐ | ☐ | 2. Ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the current fiscal year ending December 31, 2024. | ☐ | ☐ | ☐ | ||||||
| 1b. Robert H. Steers | ☐ | ☐ | ☐ | ||||||||||
| 1c. Joseph M. Harvey | ☐ | ☐ | ☐ | 3. Approval, by non-binding advisory vote, of the compensation of the company’s named executive officers. | |||||||||
| 1d. Reena Aggarwal | ☐ | ☐ | ☐ | ☐ | ☐ | ☐ | |||||||
| 1e. Frank T. Connor | ☐ | ☐ | ☐ | ||||||||||
| 1f. Peter L. Rhein | ☐ | ☐ | ☐ | ||||||||||
| 1g. Richard P. Simon | ☐ | ☐ | ☐ | ||||||||||
| 1h. Dasha Smith | ☐ | ☐ | ☐ | ||||||||||
| 1i. Edmond D. Villani | ☐ | ☐ | ☐ | NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. | |||||||||
| Please date and sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | |||||||||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | ||||||||||
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