COHEN & STEERS, INC.
For the period ended May 1, 2025. Filed Mar 21, 2025.
View on SEC.govAbout this filing
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 1, 2025 · Filed Mar 21, 2025
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrantx
Filed by a Party other than the Registrant¨
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material under § 240.14a-12
Cohen & Steers, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x No fee required
¨ Fee paid previously with preliminary materials
¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
March 21, 2025
Dear Shareholders:
This past year, we remained focused on delivering strong investment performance for our clients, helping them to navigate ongoing regime change in the macro economy. We continued to innovate and invest in our business, cultivate our people and enhance our corporate infrastructure, positioning us for growth. We appreciate the continued trust and confidence our shareholders have placed in us.
It is our pleasure to invite you to the Cohen & Steers, Inc. 2025 Annual Meeting of Shareholders to be held on Thursday, May 1, 2025, beginning at 9:00 a.m. New York time.
Our Annual Meeting will be a virtual meeting of shareholders. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the meeting, which will be held via live audio webcast and may be accessed by visiting http://www.virtualshareholdermeeting.com/CNS2025.
The accompanying materials include the notice of annual meeting, the proxy statement and the 2024 annual report to shareholders, which includes the company’s Annual Report on Form 10-K for the year ended December 31, 2024. The proxy statement describes the business that the company will conduct at the Annual Meeting and provides information about the company.
Your vote is very important. Whether or not you plan to attend the Annual Meeting, we ask you to please cast your vote. You can vote your shares by Internet, telephone, mail or online during the Annual Meeting. To facilitate timely receipt of your proxy, we encourage you to vote via the Internet or telephone promptly by following the instructions on the Notice of Internet Availability of Proxy Materials or the accompanying proxy card.
We look forward to your attendance at the Annual Meeting.
Sincerely,
| Martin CohenChairman of the Board of Directors | Robert H. SteersExecutive Chairman | Joseph M. Harvey Chief Executive Officer |
|---|
March 21, 2025
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 1, 2025
Dear Shareholders:
Cohen & Steers, Inc. will hold its 2025 Annual Meeting of Shareholders virtually via live audio webcast athttp://www.virtualshareholdermeeting.com/CNS2025 on Thursday, May 1, 2025, beginning at 9:00 a.m. New York time. At the Annual Meeting, the company will ask you to:
(1)Elect as directors the nine nominees named in the proxy statement to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified;
(2)Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the current fiscal year ending December 31, 2025;
(3)Approve, in a non-binding advisory vote, the compensation of the company’s named executive officers; and
(4)Consider any other business that is properly presented at the Annual Meeting.
As permitted under the “Notice and Access” rules adopted by the Securities and Exchange Commission, the company is primarily furnishing the proxy materials to its shareholders by Internet rather than mailing paper copies of the materials to each shareholder. Therefore, most shareholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice”). The Notice contains instructions about how to access the proxy materials by Internet, how to vote your shares and how to request a paper or electronic copy of the proxy materials. The company believes electronic delivery should expedite the receipt of materials, significantly lower costs and help conserve natural resources.
Whether you receive the Notice or paper copies of the proxy materials, the company will make available for review online the proxy statement, the annual report to shareholders and any amendments to the foregoing that are required to be furnished to shareholders, as further described in the instructions contained in the Notice or proxy card. You may also view the proxy materials athttps://materials.proxyvote.com/19247A.
The Board of Directors of Cohen & Steers, Inc. has fixed the close of business on March 6, 2025 as the record date for the determination of shareholders entitled to receive notice of, and to vote on, all matters presented at the Annual Meeting or any adjournments or postponements thereof.
Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, the company asks that you please cast your vote. You can vote your shares by Internet, telephone, mail or online during the Annual Meeting. To facilitate timely receipt of your proxy, we encourage you to vote via the Internet or telephone promptly by following the instructions on the Notice or the accompanying proxy card.
By Order of the Board of Directors,
Francis C. PoliCorporate Secretary
Table of Contents
| Page | |
|---|---|
| Voting Information | 5 |
| Item 1 Election of Directors | 10 |
| Corporate Governance | 14 |
| Board Meetings and Committees | 19 |
| Ownership of Cohen & Steers, Inc. Common Stock | 22 |
| Other Executive Officers | 24 |
| Executive Compensation | 26 |
| Compensation Discussion and Analysis | 26 |
| Report of the Compensation Committee | 39 |
| Summary Compensation Table | 40 |
| 2024 Grants of Plan-Based Awards | 42 |
| 2024 Outstanding Equity Awards at Fiscal Year-End | 43 |
| 2024 Option Exercises and Stock Vested | 44 |
| 2024 Nonqualified Deferred Compensation | 45 |
| Potential Payments upon Termination or Change in Control | 46 |
| Pay Ratio Disclosure | 51 |
| Pay Versus Performance | 52 |
| Equity Compensation Plan Information | 55 |
| Certain Relationships and Related Transactions | 56 |
| Item 2 Ratification of the Appointment of Independent Registered Public Accounting Firm | 58 |
| Report of the Audit Committee | 60 |
| Item 3 Non-Binding Advisory Vote on Executive Compensation | 61 |
| Additional Information | 62 |
| Appendix A | A-1 |
| Appendix B | B-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.