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

Cohen & Steers Closed-End Funds announce their Joint Annual Meeting of Stockholders to be held on April 24, 2025, to vote on the election of directors and other business.

Summary

• Cohen & Steers Closed-End Funds will hold a Joint Annual Meeting of Stockholders on April 24, 2025, at 10:00 a.m. (Eastern Time) at the Funds' offices in New York.
• The meeting will address the election of three directors for each fund to serve until the 2028 annual meeting.
• Stockholders of record as of February 14, 2025, are entitled to vote.
• The proxy materials are being mailed to stockholders on or about March 13, 2025.
• The solicitation of proxies will be primarily by mail, with additional solicitation potentially occurring by telephone.
• Broadridge has been engaged to assist in the solicitation of proxies for an aggregate fee of approximately $369,537.
• The nominees for Director are Joseph M. Harvey, Gerald J. Maginnis and Daphne L. Richards, with each to hold office for a term to expire at the 2028 annual meeting of stockholders.
• The Independent Directors are paid an annual base retainer of $205,000, paid quarterly, and a $12,500 per meeting fee per quarter ($50,000 annually).

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The detailed disclosures and adherence to regulatory requirements suggest a well-managed and transparent organization.

Positives

• The document provides clear instructions for stockholders to vote by Internet, telephone, or mail.
• The document includes detailed information about the directors, their qualifications, and their compensation.
• The document includes information about the Funds' Audit Committee and its report.
• The document includes information about the fees paid to PricewaterhouseCoopers LLP.
• The document includes information about the Funds' investment manager and officers.

Negatives

• The document mentions that a system of electing Directors may be regarded as an anti-takeover provision, which may limit the ability to change the composition of a Funds Board.
• One Form 3 filing was not timely made on behalf of Elaine Zaharis-Nikas relating to her addition as a portfolio manager for RFI due to administrative error.

Risks

• The document mentions that a system of electing Directors may be regarded as an anti-takeover provision, which may limit the ability to change the composition of a Funds Board and, thus, make it more difficult for each Funds stockholders to change a majority of the Directors.
• The Boards role in management of each Fund is oversight and the Boards oversight role does not make the Board a guarantor of the Funds investments or activities.

Future Outlook

The document outlines the process for stockholders to submit proposals for the next annual meeting in 2026, indicating a continuation of the Funds' governance practices.

Industry Context

This document is typical for publicly traded closed-end funds, outlining the necessary steps for corporate governance and compliance with SEC regulations regarding proxy solicitations and annual meetings.

Comparison to Industry Standards

• The structure of the board, with a mix of independent and interested directors, aligns with industry standards for closed-end funds.
• The use of a third-party firm like Broadridge for proxy solicitation is a common practice.
• The detailed disclosures regarding director compensation and potential conflicts of interest are consistent with regulatory requirements and best practices in corporate governance.
• The fees paid to the independent registered public accounting firm, PricewaterhouseCoopers LLP, are in line with what similar-sized funds typically pay for audit and tax services.
• The process for stockholders to submit proposals for the next annual meeting is a standard procedure for publicly traded companies.

Management Changes

Corporate Governance

Stakeholder Impact

• Stockholders have the opportunity to vote on the election of directors, influencing the governance of the Funds.
• The election of directors and other business matters can impact the Funds' performance and, consequently, shareholder value.
• The disclosures regarding director compensation and potential conflicts of interest promote transparency and accountability to stakeholders.

Next Steps

• Stockholders should review the proxy materials and vote on the election of directors.
• The Funds will hold the Joint Annual Meeting of Stockholders on April 24, 2025.
• 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.
• Stockholders may submit proposals for the next annual meeting in 2026 by November 13, 2025.

Key Dates