8-K
COHEN & STEERS, INC. (CNS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 7, 2024
_____________________
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.) |
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 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 | Press release datedNovember 8, 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: November 8, 2024 | By: | /s/ Francis C. Poli |
| --- | --- | --- |
| Name: 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 Karen Wilson Thissen to Board of Directors
NEW YORK, November 8, 2024—Cohen & Steers, Inc.’s (NYSE: CNS) Board of Directors has appointed Karen Wilson Thissen as a director of the company. Ms. Thissen has also been appointed as a member of the Board’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.
Ms. Thissen is currently General Counsel and Secretary of General Mills, Inc. Prior to joining General Mills, she spent 17 years at Ameriprise Financial, Inc., serving most recently as Executive Vice President and General Counsel from 2017 to 2022. She also serves on the board of directors of Northside Achievement Zone, a nonprofit organization, and previously served on the board of directors of Columbia Threadneedle Investments EMEA, a subsidiary of Ameriprise Financial, from 2017 to 2022.
Martin Cohen, Chairman of the Board, said:
“On behalf of the Board, we welcome Karen to our team. Karen’s depth of experience within wealth management and ongoing leadership as a key executive at a multinational brand, will bring significant value to Cohen & Steers, our Board and our shareholders."
Joseph Harvey, Chief Executive Officer & President, said:
“With her extensive experience leading legal teams and executive leadership at S&P 500 companies, Karen brings a wealth of expertise and a global perspective to Cohen & Steers. Her leadership will be instrumental in helping us shape strategic priorities that align with our commitment to delivering value for our clients and shareholders."
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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