8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 8, 2015

Cousins Properties Incorporated

(Exact name of registrant as specified in its charter)

Georgia

(State or other jurisdiction of incorporation)

001-11312

(Commission File Number)

58-0869052

(IRS Employer Identification Number)

191 Peachtree Street NE, Suite 500, Atlanta, Georgia 30303-1740

(Address of principal executive offices)

Registrant’s telephone number, including area code: (404) 407-1000

Not applicable

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On September 8, 2015, Cousins Properties Incorporated (the “Company”) announced that the Board of Directors of the Company has authorized the repurchase of up to $100 million of its outstanding common shares. The plan expires on September 8, 2017. The Company anticipates funding the share repurchase program with proceeds from non-core asset sales. The Company may purchase its common shares from time to time in amounts and at prices determined by the Company in its discretion. The repurchases may be executed in the open market, through private negotiations, or in other transactions. The share repurchase program may be suspended or discontinued at any time.

Item 9.01. Financial Statements and Exhibits.

(c)    Exhibits

Exhibit NumberExhibit Description

99.1            Press Release dated September 8, 2015.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 8, 2015

COUSINS PROPERTIES INCORPORATED

By: /s/ Gregg D. Adzema

Gregg D. Adzema

Executive Vice President and Chief Financial Officer

EX-99.1

-END- CONTACT: Marli Quesinberry Director of Investor Relations 404-407-1898 marliquesinberry@cousinsproperties.com website address: www.cousinsproperties.com COUSINS PROPERTIES ANNOUNCES $100 MILLION SHARE REPURCHASE PROGRAM ATLANTA — (September 8, 2015) — Cousins Properties Incorporated (NYSE: CUZ) announced today that its Board of Directors has authorized the repurchase of up to $100 million of its outstanding common shares over the next two years. Cousins anticipates funding the share repurchase program with proceeds from non-core asset sales. Purchases made pursuant to the share repurchase program will be made from time to time in the open market, in privately negotiated transactions or in other manners as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by the company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. Cousins Properties Incorporated is a fully integrated, self-administered and self-managed real estate investment trust (REIT). The Company, based in Atlanta, GA, primarily invests in Class-A office properties located in high growth Sunbelt markets, with a focus on Georgia, Texas and North Carolina. For more information, please visit www.cousinsproperties.com. This press release does not constitute an offer of any securities for sale. Certain matters discussed in this press release are forward-looking statements within the meaning of the federal securities laws and are subject to uncertainties and risk and actual results may differ materially from projections. Readers should carefully review Cousins’ financial statements and notes thereto, as well as the risk factors described in Part I, Item 1A of the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2014 and other documents Cousins files from time to time with the Securities and Exchange Commission. Such forward-looking statements are based on current expectations and speak as of the date of such statements. Cousins undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise. News Release