DEF 14A: Cohen & Steers Funds Announce Joint Annual Meeting of Stockholders

Cohen & Steers Funds will hold a Joint Annual Meeting of Stockholders on April 25, 2024, to vote on the election of directors.

Summary

• Cohen & Steers Funds are holding a Joint Annual Meeting of Stockholders on April 25, 2024, at their New York offices.
• The primary agenda item is the election of three directors for each fund to serve until the 2027 annual meeting.
• Stockholders of record as of February 15, 2024, are entitled to vote.
• The solicitation of proxies will be conducted primarily by mail, with additional solicitation by officers or representatives of the investment manager via telephone.
• Broadridge has been engaged to assist in the solicitation of proxies for an aggregate fee of approximately $376,572.
• The nominees for Director are George Grossman, Jane F. Magpiong and Adam M. Derechin, with each to hold office for a term to expire at the 2027 annual meeting of stockholders, and until each Directors successor is duly elected and qualifies.
• The Boards of Directors of the Funds, as applicable, have fixed the close of business on February 15, 2024 as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting or any postponement or adjournment thereof.
• The outstanding voting shares of each Fund as of the close of business on February 15, 2024 consisted of: FOF 27,546,462.0000, RQI 134,431,441.0369, RNP 47,773,059.3480, UTF 96,367,865.6420, RFI 26,551,939.0000, PSF 12,028,187.0000, LDP 29,079,221.0000, PTA 55,273,457.0000, RLTY 16,722,406.0000.

Sentiment

Score: 7

Explanation: The document is neutral in tone and provides necessary information for stockholders. It reflects standard corporate governance practices.

Positives

• The document provides clear information regarding the upcoming Joint Annual Meeting of Stockholders.
• Stockholders have multiple options for voting, including internet, telephone, and mail.
• The document includes detailed information about the director nominees and their qualifications.
• The document includes detailed information about the compensation of directors and officers.

Negatives

• The document is primarily procedural and does not contain information about the funds' performance or investment strategies.
• The document mentions that the cost of soliciting proxies will be borne by each fund, which could be seen as a negative for fund expenses.
• The document mentions that two Form 4 filings were not timely made on behalf of William F. Scapell relating to two transactions in shares of each of RFI and RQI due to administrative error.

Risks

• The system of electing directors with staggered terms may be regarded as an anti-takeover provision, potentially limiting the ability to change the composition of the Funds' Boards.
• Potential conflicts of interest could arise from the relationships between the Funds and the Advisor and its affiliates.
• The document mentions that two Form 4 filings were not timely made on behalf of William F. Scapell relating to two transactions in shares of each of RFI and RQI due to administrative error.

Future Outlook

The document outlines the process for stockholders to submit proposals for the next annual meeting in 2025.

Industry Context

This announcement is typical for publicly traded closed-end funds, ensuring compliance with regulatory requirements and providing stockholders with the opportunity to participate in corporate governance.

Comparison to Industry Standards

• The structure of the board, with a majority of independent directors, aligns with industry best practices and regulatory requirements for investment companies.
• The use of a third-party proxy solicitation firm like Broadridge is a common practice among publicly traded funds.
• The detailed disclosure of director qualifications and compensation is consistent with industry standards for transparency.

Stakeholder Impact

• Shareholders are directly impacted through their voting rights and the election of directors.
• The outcome of the director elections will influence the governance and oversight of the Funds.
• The costs associated with the proxy solicitation will indirectly affect shareholder value.

Next Steps

• Stockholders should review the proxy statement and vote on the election of directors.
• The Audit Committee of each Fund, other than PTA, will meet to consider the appointment of PricewaterhouseCoopers LLP as the applicable Funds auditor for the fiscal year ending December 31, 2024.
• The Funds will advise its stockholders of the voting results of the matters voted upon at the Meeting in its next Semi-Annual Report to Stockholders.

Key Dates

Keywords

proxy statement, annual meeting, directors, stockholders, Cohen & Steers, election, funds, governance, voting