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Delaware
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1-12494
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62-1545718
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File
Number)
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(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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423.855.0001
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(Registrant's telephone number, including area code)
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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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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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•
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Charles B. Lebovitz (134,663,977 votes for, 1,980,418 votes withheld, 20,405,364 broker non-votes and no abstentions),
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•
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Stephen D. Lebovitz (134,749,519 votes for, 1,894,876 votes withheld, 20,405,364 broker non-votes and no abstentions),
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•
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Gary L. Bryenton (132,779,033 votes for, 3,865,362 votes withheld, 20,405,364 broker non-votes and no abstentions),
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•
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A. Larry Chapman (130,615,718 votes for, 6,028,677 votes withheld, 20,405,364 broker non-votes and no abstentions),
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•
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Matthew S. Dominski (130,394,167 votes for, 6,250,228 votes withheld, 20,405,364 broker non-votes and no abstentions),
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•
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John D. Griffith (131,492,276 votes for, 5,152,119 votes withheld, 20,405,364 broker non-votes and no abstentions),
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•
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Richard J. Lieb (132,948,169 votes for, 3,696,226 votes withheld, 20,405,364 broker non-votes and no abstentions),
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•
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Gary J. Nay (131,481,438 votes for, 5,162,957 votes withheld, 20,405,364 broker non-votes and no abstentions), and
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•
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Kathleen M. Nelson (133,861,882 votes for, 2,782,513 votes withheld, 20,405,364 broker non-votes and no abstentions).
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2.
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Deloitte & Touche, LLP was ratified as the Company’s independent registered public accountants for its fiscal year ending December 31, 2017 (153,717,850 votes for, 2,951,550 votes against, 380,359 abstentions and no broker non-votes).
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3.
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The advisory vote on the Company’s executive compensation program for its named executive officers, as disclosed in the Company’s proxy statement for the 2017 annual meeting, was approved (129,445,844 votes for, 6,741,145 votes against, 457,406 abstentions and 20,405,364 broker non-votes). The Company’s Compensation Committee will consider the results of this advisory vote in making future decisions on named executive officer compensation.
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4.
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The option to hold future advisory votes on the compensation of the Company’s named executive officers every one year received the highest number of votes cast (124,679,513 votes for every one year, 118,222 votes for every two years, 11,495,537 votes for every three years, 351,123 abstentions and 20,405,364 broker non-votes). Based on these results, the Company’s Board of Directors has determined that the Company will hold future stockholder advisory votes on the compensation of the Company’s named executive officers annually until the next advisory vote regarding the frequency of holding such votes is required pursuant to applicable rules of the Securities and Exchange Commission.
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Item 8.01
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Other Events.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit Number
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Description
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SIGNATURE
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CBL & ASSOCIATES PROPERTIES, INC.
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/s/ Andrew F. Cobb
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Andrew F. Cobb
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Senior Vice President and
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Director of Accounting
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(ii)
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Non-Employee Directors Shares, as defined below, in an amount not to exceed such number of Non-Employee Director Shares determined by dividing (A) $200,000 by (B) the Fair Market Value per share (as defined in Section 1(b) hereof) of the Company’s Common Stock on the date of such grant.
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