COHEN & STEERS INC
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
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FY2023 · Filed Feb 23, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| (a) | 1 | Financial StatementsIncluded herein at pages F-1 through F-30. |
|---|---|---|
| 2 | Financial Data SchedulesAll schedules have been omitted because they are not applicable, not required, or the information required is included in the financial statements or notes thereto. | |
| 3 | Exhibits |
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
| ExhibitNumber · Description | ||
|---|---|---|
| 3.1 | — | Form of Amended and Restated Certificate of Incorporation of the Company (1) |
| 3.2 | — | Amended and Restated By-laws of the Company (9) |
| 4.1 | — | Specimen Common Stock Certificate (4) |
| 4.2 | — | Form of Registration Rights Agreement among the Company, Martin Cohen, Robert H. Steers, The Martin Cohen 1998 Family Trust and Robert H. Steers Family Trust (1) |
| 4.3 | — | Description of the Registrant’s Securities (7) |
| 10.1 | — | Form of Employment Agreement between Cohen & Steers Capital Management, Inc. and Robert H. Steers* (1) |
| 10.2 | — | Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan* (5) |
| 10.4 | — | Amended and Restated Cohen & Steers, Inc. Employee Stock Purchase Plan* (2) |
| 10.5 | — | Form of Global Restricted Stock Unit Agreement for the issuance of awards pursuant to the Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan (filed herewith)* |
| 10.6 | — | Amendment to Employment Agreement between Cohen & Steers Capital Management, Inc. and Robert H. Steers* (3) |
| 10.7 | — | Form of Mandatory Deferral Program Restricted Stock Unit Agreement for the issuance of awards pursuant to the Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan (6) |
| 10.8 | — | Letter Agreement between the Company and Robert H. Steers* (8) |
| 10.9 | — | Credit Agreement, dated as of January 20, 2023, among Cohen & Steers, Inc., Bank of America, N.A., as administrative agent, sole lead arranger and sole bookrunner, State Street Bank and Trust Company, as syndication agent, and the other lending institutions from time to time party thereto (10) |
| 10.10 | — | Letter Agreement between the Company and Matthew S. Stadler (filed herewith)* |
| 21.1 | — | Subsidiaries of the Company (filed herewith) |
| 23.1 | — | Consent of Deloitte & Touche LLP (filed herewith) |
| 31.1 | — | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 31.2 | — | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 32.1 | — | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) |
| 32.2 | — | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) |
| 97.1 | — | Cohen & Steers, Inc. Incentive Compensation Recoupment Policy (filed herewith) |
| 101 | — | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity and Noncontrolling Interests, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements. |
| 104 | — | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
(1)Incorporated by reference to the Company’s Registration Statement on Form S-1, as amended, originally filed with the Securities and Exchange Commission on March 30, 2004.
(2)Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 13, 2013.
(3)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
(4)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
(5)Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 9, 2022.
(6)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
(7)Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2019.
(8)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
(9)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
(10)Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 23, 2023.
- Denotes management contract or compensatory plan.
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