Cohen & Steers (CNS) Proxy filing summary

Executive summary

• Annual meeting scheduled for April 30, 2026, will be held virtually, allowing electronic voting and real-time Q&A for shareholders.

• Proxy materials are primarily distributed electronically to expedite delivery, reduce costs, and conserve resources.

• 2025 saw continued business growth, innovation in investment vehicles, and strong investment performance relative to benchmarks.

• Revenues increased 7.5% to $556.1 million in 2025, with an operating margin of 32.0%.

• 95% of portfolios outperformed benchmarks on a one-year basis; 99% on a ten-year basis.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors, ratify Deloitte & Touche LLP as auditor, and approve executive compensation in a non-binding advisory vote.

• Board recommends voting FOR all director nominees, auditor ratification, and executive compensation approval.

• Shareholder proposals for the 2027 meeting must be submitted by November 20, 2026.

Board of directors and corporate governance

• Board consists of nine directors, with 44% female and 22% racially/ethnically diverse members.

• Majority of directors are independent under NYSE standards; independence reviewed annually.

• Board committees: Audit, Compensation, and Nominating, all with independent members.

• Board leadership structure separates chairman and CEO roles.

• Corporate governance guidelines and codes of ethics are in place and publicly available.