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Delaware
|
|
1-12494
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62-1545718
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Delaware
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333-182515-01
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|
62-1542285
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(Commission File
Number)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
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2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421
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||||
(Address of principal executive office, including zip code)
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||||
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423.855.0001
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(Registrant's telephone number, including area code)
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||||
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N/A
|
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(Former name, former address and former fiscal year, if changed since last report)
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¨
|
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))
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Named Executive Officer
|
Total
2017 Target Cash Bonus
Award
|
Quantitative Allocation
|
Qualitative/
Individual Allocation
|
Stephen D. Lebovitz, President and
Chief Executive Officer
|
$945,000
|
70%
|
30%
|
Charles B. Lebovitz,
Chairman of the Board
|
$787,500
|
60%
|
40%
|
Farzana Khaleel, Executive Vice President - Chief
Financial Officer and Treasurer
|
$315,000
|
60%
|
40%
|
Augustus N. Stephas, Executive Vice President
and Chief Operating Officer
|
$367,500
|
60%
|
40%
|
Michael I. Lebovitz, Executive Vice President -
Development and Administration
|
$315,000
|
60%
|
40%
|
Exhibit Number
|
|
Description
|
10.5.12
|
|
CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2017)
|
CBL & ASSOCIATES PROPERTIES, INC.
|
|
|
|
/s/ Farzana Khaleel
|
|
Farzana Khaleel
|
|
Executive Vice President -
|
|
Chief Financial Officer and Treasurer
|
|
|
|
CBL & ASSOCIATES LIMITED PARTNERSHIP
|
|
|
|
By: CBL HOLDINGS I, INC., its general partner
|
|
|
|
/s/ Farzana Khaleel
|
|
Farzana Khaleel
|
|
Executive Vice President -
|
|
Chief Financial Officer and Treasurer
|
•
|
for achieving and exceeding specified levels of Company performance with respect to quantitative metrics selected by the Compensation Committee that it believes are important drivers in the creation of shareholder value; and
|
•
|
for individual performance in relation to qualitative criteria established by the Compensation Committee for each such Named Executive Officer.
|
•
|
Awards under this AIP are dependent upon accomplishment of the Company’s goals and objectives and the individual goals and objectives specified by the Compensation Committee. Payments will be based on performance criteria established for each fiscal year beginning January 1 and ending December 31.
|
•
|
Management may develop recommendations for consideration by the Compensation Committee as to the criteria to be utilized in determining awards to each Participant, but the Compensation Committee shall have the sole and final authority to decide all such matters.
|
•
|
Overall AIP payments (aggregate) made under this plan require approval of the Compensation Committee.
|
•
|
The Compensation Committee will set forth annually a target cash bonus award level (the “
Target Cash Bonus Award
”) for each Participant under the AIP.
|
•
|
Target Cash Bonus Awards shall consist of two parts as set forth below: Quantitative Bonus Awards and Qualitative Bonus Awards.
|
•
|
“
Quantitative Bonus Awards
” - the Quantitative Bonus Award component of any Target Cash Bonus Award that may be earned by each Participant will be determined based on 60% of the Target Cash Bonus Award for each Participant other than the Chief Executive Officer (“
CEO
”) (70% in the case of the CEO), to be determined by the Company’s performance relative to specified objective criteria established by the Compensation Committee as set forth herein. The actual Quantitative Bonus Award earned by a Participant may range from 0% to 150% of target based on actual performance.
|
•
|
“
Qualitative Bonus Awards
” - the Qualitative Bonus Award component of any Target Cash Bonus Award to be earned by each Participant will be determined based on 40% of the Target Cash Bonus Award for each Participant other than the CEO (30% in the case of the CEO), to be determined based on the Compensation Committee’s subjective evaluation of such Participant’s performance relative to specified individual criteria established by the Compensation Committee for each such Participant as set forth herein.
|
Named Executive Officer
|
Total
2017 Target Cash
Bonus Award
|
2017 Quantitative Bonus Target
|
2017 Qualitative Bonus Target
|
Stephen D. Lebovitz, President and
Chief Executive Officer
|
$945,000
|
$661,500
|
$283,500
|
Charles B. Lebovitz, Executive
Chairman of the Board
|
$787,500
|
$472,500
|
$315,000
|
Farzana Khaleel - Executive Vice President, Chief
Financial Officer and Treasurer
|
$315,000
|
$189,000
|
$126,000
|
Augustus N. Stephas, Executive Vice President
and Chief Operating Officer
|
$367,500
|
$220,500
|
$147,000
|
Michael I. Lebovitz, Executive Vice President -
Development and Administration
|
$315,000
|
$189,000
|
$126,000
|
•
|
Funds From Operations (“
FFO
”), as adjusted, per diluted share, as reported in the Company’s periodic reports (Forms 10-K and 10-Q) filed with the SEC pursuant to the requirements of the Exchange Act (the “
Periodic Reports
”); and
|
•
|
Growth in Same-Center Net Operating Income (“
SC NOI Growth
”), as reported in the Company’s Periodic Reports.
|
Quantitative Metric
|
Weighting
|
Range
|
Resulting Cash Payout
|
FFO per diluted share, as adjusted
|
50%
|
Threshold
|
50%
|
Target
|
100%
|
||
Maximum
|
150%
|
||
SC NOI Growth
|
50%
|
Threshold
|
50%
|
Target
|
100%
|
||
Maximum
|
150%
|
Named
Executive Officer
|
2017 Individual Performance Objectives
|
Stephen D. Lebovitz
|
(1) refining, enhancing and executing the Company’s strategic and business plans
(2) effective communications and interactions with the investment community
(3) regular communication and interaction with the Board
(4) maintain and enhance key retailer, financial and other relationships
(5) effective corporate and executive team motivation and management
|
Charles B. Lebovitz
|
(1) effective Board management
(2) maintain and enhance key retailer and other relationships
(3) broad involvement and stewardship of the Company’s strategic objectives and business performance
(4) support the CEO in implementing organizational changes
(5) support the CEO in developing and executing the Company's strategic and business plans
|
Named
Executive Officer
|
2017 Individual Performance Objectives
|
Augustus N. Stephas
|
(1) improvement in overall portfolio operations including oversight of leasing and management as well as billings, collection, legal and other internal operations
(2) successful preparation of Board materials (including pursuing opportunities for improvement)
(3) expense containment and oversight of general and administrative costs
(4) support and assist CEO in implementing organizational changes
(5) support the CEO in developing and executing the Company's strategic and business plans
|
Farzana Khaleel
|
(1) successful execution of the Company’s balance sheet strategy including maintaining/improving key credit metrics
(2) effective management and oversight of the financial services and accounting divisions
(3) maintain and improve key financial and joint venture partner relationships
(4) improve interactions with the investment community through earnings calls, presentations and investor conferences/meetings
(5) general involvement in improving the Company’s overall financial performance, i.e., NOI, FFO, including oversight of miscellaneous areas
(6) support the CEO in implementing organizational changes as well as developing and executing the Company's strategic and business plans
|
Michael I. Lebovitz
|
(1) supervision of new development and redevelopment projects (with particular focus on department store redevelopments) to achieve approved pro forma returns and scheduled openings
(2) manage and enhance joint venture partner relationships and greater involvement with financial institutions and the investment community
(3) effective oversight of the implementation of technology and organizational initiatives including supporting the CEO in implementing organizational changes
(4) effective management and team building for the Development, Human Resources and Information Technology divisions of the Company and closer working relationships with other areas of the Company
(5) support the CEO in developing and executing the Company's strategic and business plans
|
•
|
The amount of a Participant’s Target Cash Bonus Award (consisting of the Quantitative Bonus Awards portion and Qualitative Bonus Awards portion and after the determination of the amount of each such portion) that is to be paid to a Participant hereunder is referred to as the “
AIP Bonus Payment
”.
|
•
|
All AIP Bonus Payments will be made in the year following the completion of the annual performance period to which the AIP Bonus Payment relates. The actual payment to each Participant will be made as soon as practical after final certification of the underlying performance results and approval of such payment by the Compensation Committee; provided, however, that in no event will any such payment be made later than March 15 of such year.
|
•
|
To be eligible to receive an AIP Bonus Payment, a Participant must have been actively employed by the Management Company during the annual performance period with respect to which the payment relates.
|
•
|
Any Participant whose employment is terminated prior to the conclusion of the annual performance period with respect to which an applicable AIP Bonus Payment relates will not receive an AIP Bonus Payment, except as stipulated below:
|
◦
|
In the event of such Participant’s death or disability (defined as to the complete and permanent disability of the Participant as defined by the Company’s health insurance plans or as otherwise defined by the Company from time to time) prior to the end of the annual performance period, an otherwise eligible Participant shall receive an AIP Bonus Payment in the amount of such Participant’s full Target Cash Bonus Award, as determined by the Compensation Committee, provided a Target Cash Bonus Award was approved for such Participant for the applicable annual performance period.
|
◦
|
In the event of the termination of such Participant’s employment, other than voluntarily or for Cause (as defined in the Company’s 2012 Stock Incentive Plan), following a Change of Control (as defined in the Company’s 2012 Stock Incentive Plan) prior to end of the annual performance period, an otherwise eligible Participant shall receive an AIP Bonus Payment in the amount of such Participant’s full Target Cash Bonus Award, as determined by the Compensation Committee, provided a Target Cash Bonus Award was approved for such Participant for the applicable annual performance period.
|
•
|
A Named Executive Officer, who becomes such pursuant to applicable SEC rules after the beginning of an applicable annual incentive period, may be considered for a pro-rated participation in this plan in the discretion of the Compensation Committee.
|
•
|
AIP Bonus Payments will be paid-out on a one-time basis as a lump-sum, in cash, as such are considered compensation and reportable income for all tax reporting purposes.
|
•
|
AIP Bonus Payments are included in total annual earnings and will be taken into account under the Company’s other benefit programs in accordance with their terms.
|