Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 5, 2022, Cohen & Steers, Inc. (the "Company") held its 2022 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved the Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan (as amended and restated, the "Amended and Restated Stock Incentive Plan"), which (i) extended the term of the Amended and Restated Stock Incentive Plan an additional ten years through May 5, 2032 and (ii) increased the number of shares of common stock of the Company with respect to which awards may be granted under the plan by 3,000,000.

The material terms of the Amended and Restated Stock Incentive Plan are described in the Company's definitive proxy statement, dated March 25, 2022 , under the heading "Item Two - Approval of the Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan," which is incorporated herein by reference. The Amended and Restated Stock Incentive Plan is filed as Exhibit 10.1 hereto.

In connection with, and effective upon, the approval of the Company's Amended and Restated Stock Incentive Plan by the Company's shareholders, the Board of Directors of the Company approved the termination of the Amended and Restated Cohen & Steers, Inc. Annual Incentive Plan.

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

At the Annual Meeting, each shareholder of record of common stock of the Company as of March 10, 2022 was entitled to vote, and each shareholder was entitled to one vote per share of common stock. A total of 46,925,642 shares of common stock (96.40% of all such shares entitled to vote at the Annual Meeting) were present or represented by proxy.

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 2023 Annual Meeting of Shareholders and until their successors are duly elected and qualified, (ii) approved the Amended and Restated Stock Incentive Plan, (iii) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 and (iv) 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             44,201,519           746,802          10,639           1,966,682
Robert H. Steers         43,950,474           999,436           9,050           1,966,682
Joseph M. Harvey         44,761,698           187,661           9,601           1,966,682
Reena Aggarwal           42,548,470          2,401,542          8,948           1,966,682
Frank T. Connor          43,682,750          1,267,144          9,066           1,966,682
Peter L. Rhein           42,916,421          1,916,043         126,496          1,966,682
Richard P. Simon         42,967,604          1,935,167         56,189           1,966,682
Dasha Smith              43,644,651          1,305,312          8,997           1,966,682
Edmond D. Villani        42,988,147          1,914,074         56,739           1,966,682

(ii) Approval of Amended and Restated Stock Incentive Plan:



                            Aggregate Votes
     For               Against          Abstain       Broker Non-Votes
  37,249,339          7,690,564         19,057           1,966,682

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



                           Aggregate Votes
     For              Against         Abstain       Broker Non-Votes
  46,876,145          41,429           8,068              N/A

(iv) 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
  40,689,395          4,247,374         22,191           1,966,682

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