Cohen & Steers (CNS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for April 30, 2026, with voting on director nominees and other proxy proposals.

• Board recommends voting "For" all director nominees, including those opposed by ISS.

• ISS raised concerns about compensation and benefits for certain directors, but the Board provides detailed rebuttals.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the election of nine director nominees.

• ISS recommended against several Independent Director Nominees due to compensation concerns.

• Board urges support for all nominees, emphasizing the rationale for compensation decisions.

• No changes to the proxy card or voting instructions; previously cast votes remain valid unless changed.

Board of directors and corporate governance

• Independent Director Nominees serve on the Nominating and Corporate Governance Committee, overseeing director compensation.

• Board clarifies that medical benefits for Mr. Cohen are legacy provisions with modest cost.

• Board asserts responsible oversight of director compensation and alignment with shareholder interests.