Cohen & Steers (CNS) shareholders back directors, auditor and pay plan

Rhea-AI Filing Summary

Cohen & Steers, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on April 30, 2026. Shareholders elected nine director nominees to serve until the 2027 annual meeting, with support levels generally above 44 million votes for each nominee.

Shareholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 48,387,578 votes for, 400,443 against and 887 abstentions. In addition, shareholders approved, in a non-binding advisory vote, the compensation of the company’s named executive officers, with 45,066,021 votes for, 1,877,729 against, 26,704 abstentions and 1,818,454 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Martin Cohen: 46,212,771 votes Votes for Edmond D. Villani: 41,225,181 votes Auditor ratification for votes: 48,387,578 votes +4 more

7 metrics

Votes for Martin Cohen 46,212,771 votes Director election at 2026 annual meeting

Votes for Edmond D. Villani 41,225,181 votes Director election at 2026 annual meeting

Auditor ratification for votes 48,387,578 votes Ratification of Deloitte & Touche LLP for 2026

Auditor ratification against votes 400,443 votes Ratification of Deloitte & Touche LLP for 2026

Say-on-pay for votes 45,066,021 votes Non-binding advisory vote on executive compensation

Say-on-pay against votes 1,877,729 votes Non-binding advisory vote on executive compensation

Broker non-votes 1,818,454 votes Director elections and say-on-pay item

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory vote, Annual Meeting of Shareholders

4 terms

broker non-votes financial

"Aggregate Votes For | Against | Abstain | Broker Non-Votes 45,066,021 | 1,877,729 | 26,704 | 1,818,454"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory vote financial

"approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”)"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

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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): April 30, 2026

_____________________

Cohen & Steers, Inc.

(Exact Name of Registrant as Specified in Charter)

_____________________

Delaware			001-32236			14-1904657
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer 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)

_________________________________________

(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 5.07.     Submission of Matters to a Vote of Security Holders

On April 30, 2026, Cohen & Steers, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, each shareholder of record of common stock of the Company as of March 5, 2026 was entitled to vote, and each shareholder was entitled to one vote per share of common stock.

At the Annual Meeting, the shareholders of the Company (i) elected the nine director nominees to the board of directors of the Company to serve until the 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and (iii) approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers. Set forth below are the final voting results with respect to each matter submitted to a vote of the shareholders.

(i)    Election of director nominees:

						Aggregate Votes
Nominees						For						Against						Abstain						Broker Non-Votes
Martin Cohen						46,212,771						709,675						48,008						1,818,454
Robert H. Steers						46,593,528						328,944						47,982						1,818,454
Joseph M. Harvey						46,680,454						242,018						47,982						1,818,454
Reena Aggarwal						44,977,450						1,935,250						57,754						1,818,454
Frank T. Connor						45,389,630						1,522,923						57,901						1,818,454
Lisa Dolly						45,965,643						943,161						61,650						1,818,454
Dasha Smith						45,826,444						1,082,361						61,649						1,818,454
Karen Wilson Thissen						45,965,660						943,144						61,650						1,818,454
Edmond D. Villani						41,225,181						5,687,100						58,173						1,818,454

(ii)    Ratification of appointment of Deloitte & Touche LLP:

Aggregate Votes
For						Against						Abstain
48,387,578						400,443						887

(iii)    Approval, in a non-binding advisory vote, of the compensation of the Company’s named executive officers:

Aggregate Votes
For						Against						Abstain						Broker Non-Votes
45,066,021						1,877,729						26,704						1,818,454

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 4, 2026

By:

/s/ Brian Heller

Name: Brian Heller

Title: Senior Vice President and Deputy General Counsel

FAQ

What did Cohen & Steers (CNS) shareholders approve at the 2026 annual meeting?

Shareholders elected nine directors, ratified Deloitte & Touche LLP as independent auditor for 2026, and approved, on a non-binding advisory basis, the compensation of named executive officers, reflecting broad support across all three proposals.

How did Cohen & Steers (CNS) shareholders vote on director elections in 2026?

All nine director nominees were elected. Each received more than 41 million votes for, with Martin Cohen receiving 46,212,771 votes for and Edmond D. Villani receiving 41,225,181 votes for, along with broker non-votes recorded for each nominee.

What were the 2026 auditor ratification voting results for Cohen & Steers (CNS)?

Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026, with 48,387,578 votes for, 400,443 against, and 887 abstentions, indicating strong shareholder support for the company’s chosen auditor.

How did Cohen & Steers (CNS) shareholders vote on executive compensation in 2026?

In a non-binding advisory vote on named executive officer compensation, 45,066,021 votes were cast for approval, 1,877,729 against, and 26,704 abstained, with 1,818,454 broker non-votes, showing a substantial majority backing the pay program.

What is a broker non-vote in the Cohen & Steers (CNS) voting results?

A broker non-vote occurs when brokers hold shares in street name but do not receive voting instructions for non-routine items. In this meeting, 1,818,454 broker non-votes were recorded for director elections and the advisory vote on executive compensation.

Filing Exhibits & Attachments

3 documents

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