Executive Change · Shareholder Vote

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):  April 21, 2020 Cousins Properties Inc orporated (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) 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 As previously disclosed on a Current Report on Form 8-K filed on December 9, 2019, Lawrence L. Gellerstedt III, executive chairman of Cousins Properties Incorporated (the “Company”), notified the Company that he would retire on April 21, 2020. The Company entered into a Retirement and Release Agreement with Mr. Gellerstedt, dated April 21, 2020. Pursuant to the agreement, Mr. Gellerstedt retired on April 21, 2020 and will receive a bonus payment that reflects his 2020 bonus target, prorated through his retirement date. The shares of restricted stock awarded to Mr. Gellerstedt under the 2009 Incentive Stock Plan will be modified to accelerate the vesting of the awards. The Company will reimburse Mr. Gellerstedt for the cost of COBRA health insurance benefits through March 31, 2021. The agreement contains a general release, certain non-disclosure and non-solicitation provisions and other customary terms and conditions. Item 5.07. Submission of Matters to a Vote of security Holders On April 21, 2020, the Company held its annual meeting of shareholders. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The following matters were submitted to a vote of the shareholders: Proposal 1 — votes regarding the election of eight directors for a term expiring in 2021 were as follows: Name   For   Against   Abstentions   Broker Non-Votes Charles T. Cannada   123,383,344   2,793,449   112,991   6,543,665 Robert M. Chapman   123,360,247   3,814,641   114,896   6,546,665 M. Colin Connolly   125,172,338   1,004,629   112,817   6,543,665 Scott W. Fordham   124,900,995   1,273,679   115,110   6,543,665 Lillian C. Giornelli   121,838,088   4,341,208   110,488   6,543,665 R. Kent Griffin, Jr.   125,442,020   731,266   116,498   6,543,665 Donna W. Hyland   123,344,540   2,833,112   112,132   6,543,665 R. Dary Stone   125,243,912   927,910   117,962   6,543,665 Proposal 2 — the advisory votes on executive compensation, often referred to as "say on pay" were as follows: For   Against   Abstentions   Broker Non-Votes 120,934,840   5,167,927   187,017   6,543,665 Proposal 3 — votes on a proposal to ratify the appointment of Deloitte & Touche LLP as the Company's registered public accounting firm for the fiscal year ending December 31, 2020 were as follows: For   Against   Abstentions 126,848,539   5,881,795   103,115 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: April 24, 2020 COUSINS PROPERTIES INCORPORATED By: /s/ Pamela F. Roper Pamela F. Roper Executive Vice President, General Counsel, and Corporate Secretary