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): May 24, 2021

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) (Zip Code)

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 May 21, 2021, upon the recommendation of its Compensation, Succession, Nominating and Governance Committee, the Board of Directors (the “Board”) of Cousins Properties Incorporated (the “Company”) increased the number of directors of the Company from eight to nine and elected Dionne Nelson to fill the vacancy so created, both effective May 21, 2021. The Board will consider appointment of Ms. Nelson, to one or more Board committees at its next regularly scheduled meeting.

Ms. Nelson, age 49, has served since 2011 as the President and Chief Executive Officer of Laurel Street Residential, a boutique private development company that develops mixed-income communities in Charlotte, North Carolina, and throughout the East Coast. From 2007 to 2011, Ms. Nelson served as Senior Vice President of Crosland, LLC, where she was responsible for affordable housing development and operations. Prior to 2007, Ms. Nelson managed investments at NewSchools Venture Fund and EARNEST Partners. She also previously served as a consultant with McKinsey & Company and in investment banking at Salomon Brothers. Ms. Nelson is a Trustee for the Urban Land Institute, a member of the national advisory board for the ULI Terwilliger Center for Housing and ULI’s Affordable Workforce Housing Council, a member of the Low Income Investment Fund board of directors, the Charlotte community advisory committee for the Knight Foundation and the advisory board of the University of North Carolina at Charlotte’s Childress Klein Center for Real Estate. Ms. Nelson earned a master of business administration degree from Harvard University and a bachelor’s degree in economics from Spelman College.

The Board has determined that Ms. Nelson meets the independence standards adopted by the Board in compliance with the New York Stock Exchange corporate governance listing standards and Item 407(a) of Regulation S-K.

Ms. Nelson has (i) no arrangements or understandings with any other person pursuant to which she was elected as a director, and (ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.

Ms. Nelson has had (i) no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K and, (ii) as of the date of this Current Report on Form 8-K, Ms. Nelson holds no direct or indirect beneficial ownership in the Company’s stock or rights to acquire the Company’s stock.

Ms. Nelson will participate in the standard compensation program for non-employee directors, including, for her first year on the Board, un-prorated annual compensation for the remainder of her one-year term, which will end at the Company’s next Annual Meeting of Stockholders. In connection with her election, Ms. Nelson will enter into a standard indemnification agreement with the Company in the form previously approved by the Board, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-k dated June 18, 2007, and incorporated herein by reference.

A copy of the press release containing the announcement of the election of Ms. Nelson is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

    (d)    Exhibits.

The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended:

Exhibit Number        Exhibit Description

99.1 Press-Release of Cousins Properties dated May 24, 2021

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: May 24, 2021

COUSINS PROPERTIES INCORPORATED

By: /s/ Pamela F. Roper

Pamela F. Roper

Executive Vice President, General Counsel, and Corporate Secretary

EX-99.1

CONTACT: Roni Imbeaux Vice President, Finance and Investor Relations 404-407-1104 rimbeaux@cousins.com COUSINS PROPERTIES ELECTS DIONNE NELSON TO BOARD OF DIRECTORS ATLANTA (May 24, 2021) — Cousins Properties (NYSE: CUZ) announced today that Dionne Nelson has been elected to its Board of Directors effective May 21, 2021. Ms. Nelson will serve as an independent director and is anticipated to stand for re-election at the Company’s next annual stockholder meeting in April 2022. This election increases Cousins’ Board of Directors to nine members. Ms. Nelson currently serves as President and CEO of Laurel Street, a leading mixed-income housing development company in Charlotte, North Carolina that is experienced in developing high-quality residences for working families and seniors. Ms. Nelson establishes and manages the overall strategic direction, operations, and growth of the company she founded. “We are thrilled to welcome Dionne to the Cousins Board of Directors,” said Bob Chapman, non- executive Chairman of the Board of Cousins Properties. “Dionne is highly skilled in real estate development and operations, and brings extensive leadership and management experience to the board.” “Dionne has deep experience in our strategic Sun Belt markets and I look forward to adding her perspective to the Board,” said Colin Connolly, President and Chief Executive Officer of Cousins Properties. Ms. Nelson brings to the Board more than two decades of experience in real estate development, finance, and operations. Prior to founding Laurel Street, Ms. Nelson served as Senior Vice President at Crosland, a real estate investment and development company, with responsibility for the company’s affordable housing development and operations. Previously, she managed investments at NewSchools Venture Fund and EARNEST Partners and built her skills in strategy, organization, and operations as a McKinsey & Company consultant. Ms. Nelson began her career in investment banking at Salomon Brothers in New York City. Ms. Nelson earned a master of business administration degree from Harvard University and graduated magna cum laude with a bachelor’s degree in economics from Spelman College. “I am delighted to join Cousins’ Board of Directors,” said Dionne Nelson. “I look forward to contributing my real estate and leadership skills to the dynamic group of board members as we continue to build the premier Sun Belt trophy office REIT.” About Cousins Properties News Release

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	May 24, 2021
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 24, 2021
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