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||||
|
|
|
|
|
Delaware
|
|
1-12494
|
|
62-1545718
|
Delaware
|
|
333-182515-01
|
|
62-1542285
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(Commission File
Number)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421
|
||||
(Address of principal executive office, including zip code)
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||||
|
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|
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423.855.0001
|
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(Registrant's telephone number, including area code)
|
||||
|
|
|
|
|
N/A
|
||||
(Former name, former address and former fiscal year, if changed since last report)
|
¨
|
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
2019 Target
Cash Bonus
Award
|
Quantitative
Allocation
|
Qualitative/
Individual
Allocation
|
Stephen D. Lebovitz, Chief Executive Officer
|
$965,081
|
70%
|
30%
|
Charles B. Lebovitz, Chairman of the Board
|
$423,282
|
60%
|
40%
|
Michael I. Lebovitz, President
|
$321,694
|
60%
|
40%
|
Farzana Khaleel, Executive Vice President - Chief Financial Officer and Treasurer
|
$321,694
|
60%
|
40%
|
Jeffery V. Curry, Chief Legal Officer and Secretary
|
$209,475
|
60%
|
40%
|
CBL & ASSOCIATES PROPERTIES, INC.
|
|
/s/ Andrew F. Cobb
|
Andrew F. Cobb
|
Senior Vice President -
Director of Accounting
|
CBL & ASSOCIATES LIMITED PARTNERSHIP
|
By: CBL HOLDINGS I, INC., its general partner
|
|
/s/ Andrew F. Cobb
|
Andrew F. Cobb
|
Senior Vice President -
Director of Accounting
|
•
|
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 Named Executive Officer, 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 Named Executive Officer 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 Named Executive Officer will be determined based on 60% of the Target Cash Bonus Award for each Named Executive Officer 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 Named Executive Officer 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 Named Executive Officer will be determined based on 40% of the Target Cash Bonus Award for each Named Executive Officer other than the CEO (30% in the case of the CEO), to be determined based on the Compensation Committee’s subjective evaluation of such Named Executive Officer’s performance relative to specified individual criteria established by the Compensation Committee for each such Named Executive Officer as set forth herein.
|
Named Executive Officer
|
Total
2019 Target
Cash
Bonus Award
|
2019
Quantitative
Bonus Target
|
2019
Qualitative
Bonus Target
|
Stephen D. Lebovitz, Chief Executive Officer
|
$965,081
|
$675,557
|
$289,524
|
Charles B. Lebovitz, Executive
Chairman of the Board
|
$423,282
|
$253,969
|
$169,313
|
Michael I. Lebovitz, President
|
$321,694
|
$193,016
|
$128,678
|
Farzana Khaleel, Executive Vice President, Chief
Financial Officer and Treasurer
|
$321,694
|
$193,016
|
$128,678
|
Jeffery V. Curry, Chief Legal Officer and Secretary
|
$209,475
|
$125,685
|
$83,790
|
•
|
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
|
2019 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
i
nvestment 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 communication,
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 developing and executing the Company's strategic and business plans
|
Michael I. Lebovitz
|
(1) supervision of redevelopment projects 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
|
Named
Executive Officer
|
2019 Individual Performance Objectives
|
Farzana Khaleel
|
(1) successful execution of the Company’s balance sheet strategy (as presented in the quarterly liquidity plans) including maintaining/improving key credit metrics and effective interactions with rating agencies, banks and other financial entities
(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) support the CEO in implementing organizational changes as well as developing and executing the Company's strategic and business plans
|
Jeffery V. Curry
|
(1) oversight of litigation that the Company is facing
(2) effective management and oversight of the legal department
(3) continued involvement in Board material preparation and Board support as necessary
(4) coordination with and support for other members of the senior Executive team
(5) support the CEO in developing and executing the Company's strategic and business plans
|
•
|
The amount of a Named Executive Officer’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 Named Executive Officer 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 Named Executive Officer 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 Named Executive Officer must have been actively employed by the Management Company during the annual performance period with respect to which the payment relates.
|
•
|
Any Named Executive Officer 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 Named Executive Officer’s death or disability (defined as the complete and permanent disability of the Named Executive Officer 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 Named Executive Officer shall receive an AIP Bonus Payment in the amount of such Named Executive Officer’s full Target Cash Bonus Award, as determined by the Compensation Committee, provided a Target Cash Bonus Award was approved for such Named Executive Officer for the applicable annual performance period.
|
◦
|
In the event of the termination of such Named Executive Officer’s employment, other than voluntarily or for Cause (as defined in the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan as currently stated and as may amended in the future (the “
Stock Incentive Plan
”)), following a Change of Control (as defined in the Stock Incentive Plan) prior to end of the annual performance period, an otherwise eligible Named Executive Officer shall receive an AIP Bonus Payment in the amount of such Named Executive Officer’s full Target Cash Bonus Award, as determined by the Compensation Committee, provided a Target Cash Bonus Award was approved for such Named Executive Officer 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 may be taken into account under the Company’s other benefit programs in accordance with their terms.
|