8-K

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): February 22, 2021

_____________________

Cohen & Steers, Inc.

(Exact Name of Registrant as Specified in Charter)

_____________________

Delaware	001-32236	14-1904657
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)

280 Park Avenue

New York, NY 10017

(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)

________________

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, $.01 par value	CNS	New York Stock Exchange

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))

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 February 22, 2021, Cohen & Steers, Inc. (the Company) announced that Robert H. Steers, the Chief Executive Officer of the Company and a member of its Board of Directors, is taking a medical leave of absence. In connection with Mr. Steers’ leave of absence, on February 21, 2021 the Company’s Board of Directors appointed Joseph M. Harvey, the Company’s President and a member of its Board of Directors, as Acting Chief Executive Officer.

Mr. Harvey, age 57, has been President of the Company since 2003 and a member of the Board of Directors since 2019. Having joined the Company in 1992, Mr. Harvey previously served as a portfolio manager from 1998 to 2016 and as Chief Investment Officer from 2003 to 2019. Mr. Harvey also serves as a Vice President and director of each of the Company’s U.S. registered open-end and closed-end funds.

Item 7.01. Regulation FD Disclosure.

A copy of the press release issued by 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.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by the Company on February 22, 2021
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: February 22, 2021	By:	/s/ Francis C. Poli
---	---	---
		Name: Francis C. Poli<br><br>Title: General Counsel and Secretary

Document

Cohen & Steers, Inc.

280 Park Avenue

New York, NY 10017-1216

Tel (212) 832-3232

Contact:

Paul Zettl

Senior Vice President

Head of Global Marketing

Tel (212) 446-9189

Cohen & Steers Appoints Joseph M. Harvey as

Acting Chief Executive Officer

New York, NY, February 22, 2021—Cohen & Steers, Inc. (NYSE: CNS), announced today that Robert H. Steers, Co-Founder and Chief Executive Officer of the Company and a member of its Board of Directors, is taking a medical leave of absence. In connection with Mr. Steers’ leave of absence, on February 21, 2021 the Company’s Board of Directors appointed Joseph M. Harvey, the Company’s President and a member of its Board of Directors, as Acting Chief Executive Officer.

Joseph Harvey, President & Acting Chief Executive Officer, said:

Bob experienced a brain aneurysm on Saturday, February 20, 2021. He underwent successful surgery to repair the aneurysm and is currently in intensive care. As we remain focused on delivering for our clients, we wish Bob and his family the very best.

Martin Cohen, Co-Founder & Chairman, said:

We have exceptional corporate leadership and we will move forward with no interruption to our business and growth initiatives. Our commitment to our clients, shareholders and employees remains as strong as ever.

About Cohen & Steers

Cohen & Steers is a global investment manager specializing in liquid real assets, including real estate securities, listed infrastructure and natural resource equities, as well as preferred securities and other income solutions. Founded in 1986, the firm is headquartered in New York City, with offices in London, Dublin, Hong Kong and Tokyo.

Forward-Looking Statements

This press release and other statements that Cohen & Steers may make may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the Company's current views with respect to, among other things, the Company's operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “may,” “will,” “should,” “seeks,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these forward-looking statements. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

SOURCE: Cohen & Steers CONTACT: Paul Zettl Senior Vice President, Head of Global Marketing

212 446 9189

Website: https://www.cohenandsteers.com

Symbols: NYSE: CNS, RFI, RNP, RQI, UTF, PSF, LDP, FOF, MIE, PTA