CNS-8K-5.13.13


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): May 8, 2013

Cohen & Steers, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware
001-32236
14-1904657
(State or other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

280 Park Avenue, New York, New York
10017
(Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code:  (212) 832-3232

_________________________________________ 
(Former name or former address, if changed from 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))

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) and (c) Effective May 13, 2013, the Board of Directors of Cohen & Steers, Inc. (the “Company”) appointed Elena Dulik to the role of chief accounting officer.

Prior to joining the Company as a senior vice president in the Company’s finance department in April 2013, Ms. Dulik had been employed by Deloitte & Touche LLP since 1992, most recently as an audit director in the asset management practice in Deloitte & Touche LLP’s New York office since 2006. Ms. Dulik, age 47, is licensed as a CPA in the State of New York.
In her role as chief accounting officer, Ms. Dulik will also serve as the Company’s principal accounting officer. Concurrent with the effectiveness of Ms. Dulik’s appointment, Matthew S. Stadler, will relinquish his role as the Company’s acting principal accounting officer. Mr. Stadler will continue in his role as Executive Vice President and Chief Financial Officer of the Company.

(e) At the annual meeting of shareholders of the Company held on May 8, 2013 (the “Annual Meeting”), the Company’s shareholders approved the Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan (the “Stock Incentive Plan”), which was amended to (i) extend the term of the Stock Incentive Plan for an additional ten years through May 8, 2023 and (ii) increase the number of shares of common stock with respect to which awards may be granted under the Stock Incentive Plan by 2,000,000 shares. At the Annual Meeting, the Company’s shareholders also approved the Amended and Restated Cohen & Steers, Inc. Annual Incentive Plan (the “Annual Incentive Plan”), which was amended to extend the term of the Annual Incentive Plan indefinitely. Finally, at the Annual Meeting, the Company’s shareholders approved the Amended and Restated Cohen & Steers, Inc. Employee Stock Purchase Plan (the “ESPP”), which was amended to (i) extend the term of the ESPP for a term as determined by the Company’s Board of Directors and (ii) increase the number of shares of common stock that may be issued under the ESPP by 100,000 shares.
A more detailed description of the terms of the Stock Incentive Plan, the Annual Incentive Plan and ESPP can be found on pages 42 through 52 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2013, which pages are incorporated herein by reference. A copy of each of the Stock Incentive Plan, Annual Incentive Plan, and ESPP, as approved by the shareholders and adopted by the Company, is filed as Exhibit 10.1, 10.2 and 10.3 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The annual meeting of shareholders of the Company was held on May 8, 2013.

(b)The shareholders (i) elected all the Company’s nominees for director, (ii) approved the Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan, (iii) approved the Amended and Restated Cohen & Steers, Inc. Annual Incentive Plan, (iv) approved the Amended and Restated Cohen & Steers, Inc. Employee Stock Purchase Plan, (v) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2013, and (vi) approved, in a non-binding vote, the compensation of the Company's named executive officers.  The final number of votes cast for, against or abstained, as well as the number of broker non-votes with respect to each matter are set forth below.


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(i)
Election of Directors:

 
Aggregate Votes
 
 

Nominees
 

For
 

Against
 

Abstained
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
Martin Cohen
 
41,422,512
 
98,316
 
47,308
 
1,622,425
 
 
 
 
 
 
 
 
 
Robert H. Steers
 
41,421,537
 
99,291
 
47,308
 
1,622,425
 
 
 
 
 
 
 
 
 
Peter L. Rhein
 
41,283,245
 
261,461
 
23,430
 
1,622,425
 
 
 
 
 
 
 
 
 
Richard P. Simon
 
41,145,795
 
398,911
 
23,430
 
1,622,425
 
 
 
 
 
 
 
 
 
Edmond D. Villani
 
41,282,345
 
262,361
 
23,430
 
1,622,425
 
 
 
 
 
 
 
 
 
Bernard B. Winograd
 
41,282,448
 
262,258
 
23,430
 
1,622,425

(ii)
Approval of the Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan:

Aggregate Votes
 
 
For
 
Against
 
Abstained
 
Broker Non-Votes
38,509,216
 
1,775,888
 
1,283,032
 
1,622,425

(iii)
Approval of the Amended and Restated Cohen & Steers, Inc. Annual Incentive Plan:

Aggregate Votes
 
 
For
 
Against
 
Abstained
 
Broker Non-Votes
41,210,765
 
325,873
 
31,498
 
1,622,425

(iv)
Approval of the Amended and Restated Cohen & Steers, Inc. Employee Stock Purchase Plan:

Aggregate Votes
 
 
For
 
Against
 
Abstained
 
Broker Non-Votes
41,469,730
 
57,034
 
41,372
 
1,622,425

(v)
Ratification of Appointment of Deloitte & Touche LLP:
 
Aggregate Votes
 
 
For
 
Against
 
Abstained
 
Broker Non-Votes
42,924,466
 
245,673
 
20,422
 
N/A

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(vi)
Approval, by non-binding vote, of the compensation of the named executive officers:

Aggregate Votes
 
 
For
 
Against
 
Abstained
 
Broker Non-Votes
39,697,484
 
396,424
 
1,474,228
 
1,622,425

With respect to the preceding matters, holders of our common stock are entitled to one vote per share.

Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.

Exhibit Number

Description
10.1
Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan
10.2
Amended and Restated Cohen & Steers, Inc. Annual Incentive Plan
10.3
Amended and Restated Cohen & Steers, Inc. Employee Stock Purchase Plan
99.1
The sections entitled “Item 2: the approval of the Amended and Restated Stock Incentive Plan”, “Item 3: the approval of the Amended and Restated Annual Incentive Plan” and “Item 4: the approval of the Amended and Restated ESPP” appearing on pages 42-52 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2013 are incorporated herein by reference.

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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.
(Registrant)


Date: May 13, 2013
By:
/s/ Salvatore Rappa
 
 
Name: Salvatore Rappa
Title: Senior Vice President and Assistant Secretary





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