Form 8-K

Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3, 2011

Cousins Properties Incorporated
(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 No.)
191 Peachtree Street NE, Suite 500, Atlanta, Georgia
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (404) 407-1000

Not applicable
(Former name or former address if changed since last report.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 3, 2011, Cousins Properties Incorporated (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 ten directors for a term expiring in 2012 were as follows:
Name   For     Withheld     Non-Votes  
Erskine B. Bowles
    88,465,944       1,028,944       7,630,669  
Tom G. Charlesworth
    89,007,929       486,960       7,630,669  
James D. Edwards
    88,215,550       1,279,339       7,630,669  
Lawrence L. Gellerstedt, III
    88,923,973       570,915       7,630,669  
Lillian C. Giornelli
    68,344,878       21,150,010       7,630,669  
S. Taylor Glover
    89,220,313       274,576       7,630,669  
James H. Hance, Jr.
    87,176,172       2,318,717       7,630,669  
William B. Harrison, Jr.
    88,218,598       1,276,291       7,630,669  
William Porter Payne
    88,132,238       1,362,650       7,630,669  
R. Dary Stone
    88,926,680       568,208       7,630,669  
Proposal 2 — the advisory votes on executive compensation, often referred to as “say on pay,” were as follows:
For   Against   Abstentions   Non-Votes
  5,424,876   1,493,819   7,630,674
Proposal 3 — the advisory votes on the frequency of future advisory votes on executive compensation, often referred to as “say when on pay,” were as follows:
One year   Two years   Three years   Abstentions   Non-Votes
72,176,578   8,204,271   7,917,798   1,196,239   7,630,672
Proposal 4 — votes on a proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 were as follows:
For   Against   Abstentions
94,203,770   2,866,718   55,070




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: May 5, 2011
  By:   /s/ Robert M. Jackson    
    Robert M. Jackson   
    Senior Vice President, General Counsel and Corporate Secretary