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): December 9, 2019

Cousins Properties Incorporated

(Exact name of registrant as specified in its charter)

Georgia 001-11312 58-0869052

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

3344 Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326-4802

(Address of principal executive offices)

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

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):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value per share	CUZ	New York Stock Exchange	("NYSE")

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the securities Act of 1933 (§230.405 of this chapter) or Rule 12b-12 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On December 9, 2019, Cousins Properties Incorporated (the “Company”) issued a press release announcing that Larry Gellerstedt and Taylor Glover have decided not to stand for re-election at the Company’s 2020 Annual Meeting of Stockholders to be held in April 2020 (the “2020 Annual Meeting”) and that Robert M. “Bob” Chapman has been named Non-Executive Chairman of the Company’s Board of Directors effective following the 2020 Annual Meeting. Messrs. Gellerstedt and Glover each informed the Board of Directors of their decision not to stand for re-election on December 5, 2019 consistent with the Company’s planned leadership transition process, and their decision is not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The new role for Mr. Chapman is contingent on his re-election as a director at the 2020 Annual Meeting. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)    Exhibits

Exhibit Number        Exhibit Description

99.1 Press Release, dated December 9, 2019

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: December 9, 2019

COUSINS PROPERTIES INCORPORATED

By: /s/ Pamela F. Roper

Pamela F. Roper

Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

FOR INVESTORS:     

Roni Imbeaux

Vice President, Finance and Investor Relations

Cousins Properties

404-407-1104

rimbeaux@cousins.com

FOR MEDIA:

Melissa McNamara

Vice President, Head of Corporate Communications

404-407-1076

mmcnamara@cousins.com

COUSINS PROPERTIES ANNOUNCES BOARD LEADERSHIP TRANSITIONS

Larry Gellerstedt and Taylor Glover to Retire from Board in April 2020;

Bob Chapman Appointed to Succeed as Non-Executive Chairman

ATLANTA (DEC. 9, 2019) - Cousins Properties (NYSE: CUZ) announced today that Larry Gellerstedt and Taylor Glover have decided to not stand for re-election at the company’s next annual shareholders meeting in April 2020. The company also announced its Board of Directors has elected Robert “Bob” Chapman as Non-Executive Chairman effective following the company’s annual shareholders meeting in April 2020. Both changes are part of the company’s planned leadership transition process.

Mr. Gellerstedt was named President and Chief Executive Officer of Cousins in June 2009 and was also named Chairman in July 2017. In September 2018, he transitioned to Executive Chairman to focus on strategy, key client relationships, board governance and civic engagement.

“Since I joined Cousins in 2005, it has been rewarding to help grow the company and execute its strategy to build the leading Sun Belt office REIT,” said Mr. Gellerstedt. "Having just completed a merger with TIER REIT, the company is well-positioned for the future. I look forward to following its success.”

“Larry led a remarkable transformation of the company over the last decade. During his tenure, the company experienced tremendous growth while delivering strong returns for shareholders, outstanding service for customers and meaningful engagement in our communities,” said Cousins Properties President and Chief Executive Officer Colin Connolly.

Mr. Glover joined the Board in 2005 and has been Lead Independent Director of the Board since July 2017. Prior to his current role, he was Non-Executive Chairman from July 2009 to July 2017. He has been president and CEO of Turner Enterprises, Inc. since March 2002.

Mr. Chapman said, “Taylor has served as a trusted voice on our Board. His steady leadership has made a lasting impact on the company. On behalf of the Board, I thank Larry and Taylor for their dedicated service.”

Mr. Chapman joined the Cousins Board in 2015. He is a long-time Atlanta resident who is President and Chief Executive Officer of CenterPoint Properties, an industrial property real estate investment trust focused on the development, acquisition and management of industrial property and transportation infrastructure. Before joining CenterPoint, Mr. Chapman held executive positions with several national real estate firms, including Chief Operating

Officer of publicly-traded Duke Realty Corporation. He is a graduate of Stanford University and the Stanford Graduate School of Business.

“I have tremendous confidence in Bob. I have absolutely no doubt that our Board and executive leadership team will continue to maintain the tradition of excellence that has defined Cousins for more than 60 years,” said Mr. Glover.

The new role for Mr. Chapman is contingent on his re-election as a director at the 2020 annual shareholders meeting.

About Cousins Properties

Cousins Properties is a fully integrated, self-administered and self-managed real estate investment trust (REIT). The Company, based in Atlanta, GA and acting through its operating partnership, Cousins Properties LP, primarily invests in Class A office towers located in high-growth Sun Belt markets. Founded in 1958, Cousins creates shareholder value through its extensive expertise in the development, acquisition, leasing and management of high-quality real estate assets. The Company has a comprehensive strategy in place based on a simple platform, trophy assets and opportunistic investments. For more information, please visit www.cousins.com.

XML

Cover Page	Dec. 09, 2019
Cover page.
Document Type	8-K
Document Period End Date	Dec. 09, 2019
Entity Registrant Name	Cousins Properties Inc
Entity Central Index Key	0000025232
Amendment Flag	false
Entity Incorporation, State or Country Code	GA
Entity File Number	001-11312
Entity Tax Identification Number	58-0869052
Entity Address, Address Line One	3344 Peachtree Road NE
Entity Address, Address Line Two	Suite 1800
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30326-4802
City Area Code	404
Local Phone Number	407-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1 par value per share
Trading Symbol	CUZ
Security Exchange Name	NYSE
Entity Emerging Growth Company	false