DEF 14A: Cohen & Steers Funds Announce Joint Annual Meeting of Stockholders
Proxy Statement
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 have announced a Joint Annual Meeting of Stockholders to be held on April 25, 2024, at 10:00 a.m. (Eastern Time) at the Funds' offices in New York.
- 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 at the meeting.
- The solicitation of proxies will be conducted primarily by mail, with additional solicitation potentially occurring by telephone.
- The Funds have engaged Broadridge to assist in the solicitation of proxies for an aggregate fee of approximately $376,572.
- The Boards of Directors recommend voting FOR the election of each nominee.
- The proxy materials are being mailed to stockholders on or about March 14, 2024.
- The meeting will also address any other business that may properly come before it.
- The cost of soliciting proxies for each Fund will be borne by such Fund.
Sentiment
Score: 7
Explanation: The document is a standard proxy statement, which is generally neutral in tone. The information is presented clearly and professionally, indicating a well-managed process. The sentiment is slightly positive due to the proactive engagement with stockholders and adherence to corporate governance best practices.
Positives
- The document provides clear instructions for stockholders to vote by Internet, telephone, or mail.
- The Boards of Directors are actively engaged in overseeing the Funds, as evidenced by the various committees and their activities.
- The Funds have a robust corporate governance structure, with a majority of Independent Directors.
- The Audit Committee has reviewed the financial statements and recommended their inclusion in the annual report.
- Stockholders have the opportunity to communicate with the Boards of Directors.
Negatives
- 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 staggered terms of Directors may be regarded as an anti-takeover provision, potentially limiting the ability to change the composition of the Boards.
- Potential conflicts of interest could arise from the relationships between the Funds and the Advisor and its affiliates.
- 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 2025.
Industry Context
This announcement is typical for publicly traded investment companies, ensuring compliance with SEC regulations and providing stockholders with the opportunity to participate in corporate governance through the election of directors.
Comparison to Industry Standards
- The structure of the Board, with a lead Independent Director and various committees, aligns with industry best practices for closed-end funds.
- The compensation structure for Independent Directors is consistent with that of other similar fund complexes.
- The engagement of Broadridge for proxy solicitation is a common practice in the investment management industry.
- The detailed disclosure of fees paid to the independent registered public accounting firm is in line with regulatory requirements and industry standards.
Stakeholder Impact
- Stockholders have the opportunity to vote on the election of directors, influencing the governance of the Funds.
- The disclosure of fees and expenses provides transparency to stockholders.
- The Boards oversight aims to protect the interests of stockholders.
- The Funds' compliance with regulatory requirements ensures the integrity of the investment process.
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 25, 2024.
- The Funds will advise stockholders of the voting results in the next Semi-Annual Report to Stockholders.
- Stockholders intending to present proposals at the 2025 Annual Meeting must submit them by November 14, 2024.
Key Dates
| Date | Description |
|---|---|
| April 27, 1994 | Date of stockholdermeeting electingBoard of Directorsto staggered terms for RFI |
| May 25, 2002 | Date of Investment Management Agreement and Administration Agreement for RQI |
| April 24, 2003 | Date of stockholdermeeting electingBoard of Directorsto staggered terms for RQI |
| June 24, 2003 | Date of Investment Management Agreement for RNP |
| June 27, 2003 | Date of Administration Agreement for RNP |
| March 25, 2004 | Date of Investment Management Agreement and Administration Agreement for UTF |
| April 29, 2004 | Date of stockholdermeeting electingBoard of Directorsto staggered terms for RNP |
| April 28, 2005 | Date of stockholdermeeting electingBoard of Directorsto staggered terms for UTF |
| October 16, 2006 | One agreement appointing both advisor and administrator dated for FOF |
| April 19, 2007 | Date of stockholdermeeting electingBoard of Directorsto staggered terms for FOF |
| September 15, 2010 | Date of Investment Management Agreement and Administration Agreement for PSF |
| April 28, 2011 | Date of stockholdermeeting electingBoard of Directorsto staggered terms for PSF |
| June 19, 2012 | Date of Investment Management Agreement and Administration Agreement for LDP |
| April 25, 2013 | Date of stockholdermeeting electingBoard of Directorsto staggered terms for LDP |
| June 13, 2014 | Date of Administration Agreement for RFI |
| December 10, 2019 | Date of Investment Management Agreement for PTA |
| February 27, 2020 | Date of Administration Agreement for PTA |
| October 28, 2020 | First date in which PTA had more than one shareholder of record |
| January 4, 2022 | Date of Investment Management Agreement for RLTY |
| January 19, 2022 | Date of Administration Agreement for RLTY |
| February 24, 2022 | First date in which RLTY had more than one shareholder of record |
| February 15, 2024 | Record date for determining stockholders entitled to notice of and to vote at the Meeting. |
| February 27, 2024 | Date of the Audit Committee Report. |
| March 6, 2024 | Date of the Combined Proxy Statement and Notice of Meeting. |
| March 12, 2024 | Date 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. |
| March 14, 2024 | Approximate date of mailing the Notice of Meeting, Combined Proxy Statement, and Proxy Card to stockholders. |
| April 25, 2024 | Date of the Joint Annual Meeting of Stockholders. |
| October 15, 2024 | Start of the 30-day period for stockholders to nominate individuals for election to the Board of Directors, or to bring a proposal of other business for consideration at the Funds 2025 Annual Meeting of Stockholders without including such proposal of other business in the Funds proxy statement |
| November 14, 2024 | Deadline for stockholders to submit proposals for inclusion in the Funds' proxy statement for the 2025 Annual Meeting of Stockholders and end of the 30-day period for stockholders to nominate individuals for election to the Board of Directors, or to bring a proposal of other business for consideration at the Funds 2025 Annual Meeting of Stockholders without including such proposal of other business in the Funds proxy statement |
Keywords
proxy statement, annual meeting, directors, stockholders, Cohen & Steers, election, funds, voting, governance, investment management
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