8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORTPURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 14, 2014

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.)

280 Park Avenue, New York, New York	10017
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 832-3232

_________________________________________(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))

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

On March 14, 2014, the Board of Directors (the “Board”) of Cohen & Steers, Inc. (the “Company”) appointed Frank T. Connor as a director of the Company and as a member of the Company’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Mr. Connor was appointed to fill an existing vacancy on the Board created by a director who passed away on March 1, 2014.

Mr. Connor, age 54, is the executive vice president and chief financial officer of Textron Inc.

The Board has determined that Mr. Connor is independent in accordance with Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and the applicable New York Stock Exchange rules. There were no arrangements or understandings between Mr. Connor and any other person pursuant to which Mr. Connor was appointed a director of the Company. Mr. Connor has not been a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

In connection with his service as a director, Mr. Connor is entitled to receive the standard compensation paid to non-management directors of the Company as disclosed under the heading “Compensation of Directors” in the Company’s 2013 Proxy Statement filed with the Securities and Exchange Commission on March 22, 2013. Any compensation to be paid by the Company to Mr. Connor for 2014 will be pro-rated accordingly.

A copy of the press release announcing the appointment of Mr. Connor as a director of the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The exhibit listed on the exhibit index accompanying this Current Report on Form 8-K is filed herewith.

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.

Date: March 17, 2014	By:	/s/ Adam Johnson
		Name: Adam Johnson Title: Senior Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT INDEX

Exhibit No.Description

99.1            Press Release dated March 17, 2014

EX-99.1

Exhibit 99.1

Cohen & Steers, Inc.

280 Park Avenue

New York, NY 10017-1216

Tel (212) 832-3232

Contact:

Francis C. Poli

Executive Vice President

General Counsel

Cohen & Steers, Inc.

Tel (212) 446-9112

Cohen & Steers, Inc. Appoints New Director to Board

New York, NY, March 17, 2014—Cohen & Steers, Inc. (NYSE:CNS) announced the appointment of Frank T. Connor to the company’s board of directors, effective March 14, 2014.

Mr. Connor is Executive Vice President and Chief Financial Officer of Textron Inc. Prior to joining Textron in August 2009, Mr. Connor was Managing Director and Head of Telecom Investment Banking at Goldman Sachs & Co. from 2003 to 2008. Prior to that, he served as Chief Operating Officer of Telecom, Technology and Media Investment Banking at Goldman Sachs from 1998 to 2003. Mr. Connor joined the corporate finance department at Goldman Sachs in 1986 and became a vice president in 1990 and a managing director in 1996. He also serves as a director of FM Global, a Rhode Island headquartered mutual insurance company. Mr. Connor has a BA degree in business from the University of Notre Dame and an MBA degree from the University of Chicago.

Robert Steers, Chief Executive Officer of Cohen & Steers, commented, “We are pleased to welcome Frank Connor to our board. With his extensive experience and knowledge, Frank will make a strong addition to the Cohen & Steers organization.”

About Cohen & Steers

Founded in 1986, Cohen & Steers is a leading global investment manager with a long history of innovation and a focus on real assets, including real estate, infrastructure and commodities. Headquartered in New York City, with offices in London, Hong Kong, Tokyo and Seattle, Cohen & Steers serves institutional and individual investors around the world.