Summary of COHEN & STEERS INC

Change in Directors or Principal Officers, Submission of Matters to a Vote of

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

As previously disclosed, Richard E. Bruce retired from the board of directors of Cohen & Steers, Inc. (the "Company") effective immediately prior to the Company's 2012 annual meeting of shareholders held on May 8, 2012, as he has reached the mandatory retirement age for the Company's directors. In connection with Mr. Bruce's retirement, the Company's board of directors reduced the size of the board of directors to six members.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The annual meeting of shareholders of the Company was held on May 8, 2012.

(b) The shareholders (i) elected all the Company's nominees for director,
(ii) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered accounting firm for the fiscal year ending December 31, 2012, and (iii) approved, in a non-binding vote, the compensation of the Company's named executive officers. The final number of votes cast for, against or abstained, as well as the number of broker non-votes with respect to each matter are set forth below.

(i) Election of Directors:

                                          Aggregate Votes
                                                                              Broker
       Nominees                  For           Against       Abstained       Non-Votes
       Martin Cohen            39,520,777       377,899          10,320       2,540,825
       Robert H. Steers        39,520,777       377,949          10,270       2,540,825
       Peter L. Rhein          39,706,981       196,105           5,910       2,540,825
       Richard P. Simon        39,595,058       308,068           5,870       2,540,825
       Edmond D. Villani       39,706,979       196,107           5,910       2,540,825
       Bernard B. Winograd     39,732,682       170,404           5,910       2,540,825

(ii) Ratification of Appointment of Deloitte & Touche LLP:

Aggregate Votes For Against Abstained Broker Non-Votes 42,440,400 6,838 2,583 N/A

(iii) Approval, by non-binding vote, of the compensation of the named executive officers:

                         Aggregate Votes
             For            Against        Abstained       Broker Non-Votes
             36,102,500     1,154,880       2,651,616              2,540,825

With respect to the preceding matters, holders of our common stock are entitled to one vote per share.