8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 16, 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<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>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)

_________________________________________<br><br>(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:

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 August 16, 2024, the Board of Directors (the “Board”) of Cohen & Steers, Inc. (the “Company”) appointed Lisa Dolly 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. Dolly, the size of the Board increased to ten directors.

Ms. Dolly, age 58, is the former Chief Executive Officer of Pershing LLC, a subsidiary of The Bank of New York Mellon Corporation.

The Board has determined that Ms. Dolly 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. Dolly and any other person pursuant to which Ms. Dolly was appointed a director of the Company. Ms. Dolly 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. Dolly 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. Dolly for 2024 will be pro-rated accordingly.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the appointment of Ms. Dolly 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	Press release dated August 19, 2024
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.

Cohen & Steers, Inc.<br><br>(Registrant)
Date: August 19, 2024	By:	/s/ Francis C. Poli
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		Francis C. Poli<br><br>Title: Executive Vice President, General Counsel and Secretary

Document

Exhibit 99.1

Cohen & Steers, Inc.

1166 Avenue of the Americas

New York, NY 10036

212 832 3232

Contact:

Robert Klemens

Vice President

Communications

212 796 9377

Cohen & Steers Appoints Lisa Dolly to Board of Directors

NEW YORK, August 19, 2024—Cohen & Steers, Inc.’s (NYSE: CNS) Board of Directors has appointed Lisa Dolly as a director of the company. Ms. Dolly has also been appointed as a member of the Board’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

Ms. Dolly is the former Chief Executive Officer of Pershing LLC, a subsidiary of The Bank of New York Mellon Corporation. Ms. Dolly’s career spanned over 30 years at Pershing, including over two decades in senior leadership positions. In addition to serving as Chief Executive Officer from 2016 – 2019, Ms. Dolly served as Pershing’s Chairman from 2019 – 2020 and Chief Operating Officer from 2013 – 2016.

Martin Cohen, Chairman of the Board, said:

“On behalf of the Board of Directors, we are excited to have Lisa join us. We believe Lisa’s diverse and extensive leadership will be a valuable asset to the firm, the Board and our shareholders.”

Joseph Harvey, Chief Executive Officer & President of Cohen & Steers, said:

“With her experience as the former CEO of one of the largest clearing platforms, and her extensive service on multiple boards within the fund and advisor industry, Lisa brings an exceptional depth of knowledge, expertise and insight that will be highly valuable to our corporate board."

About Cohen & Steers. Cohen & Steers is a leading global investment manager specializing in real assets and alternative income, including listed and private real estate, preferred securities, infrastructure, resource equities, commodities, as well as multi-strategy solutions. Founded in 1986, the firm is headquartered in New York City, with offices in London, Dublin, Hong Kong, Tokyo and Singapore.

SOURCE: Cohen & Steers

CONTACT: Robert Klemens

Vice President, Communications, Cohen & Steers

media@cohenandsteers.com

Website: https://www.cohenandsteers.com

Symbols: NYSE: CNS

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