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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
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Date of Report (Date of earliest event reported): January 26, 2023 |
CBL & ASSOCIATES PROPERTIES, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
1-12494 |
62-1545718 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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2030 Hamilton Place Blvd., Suite 500 |
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Chattanooga, Tennessee |
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37421-6000 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 423 855-0001 |
(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:
☐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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $0.001 par value, with associated Stock Purchase Rights |
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CBL |
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New York Stock Exchange |
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-2 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.
On January 26, 2023, Kaj Vazales provided notice of his resignation as a member of the Board of Directors (the “Board”) of CBL & Associates Properties, Inc. (the “Company”) effective immediately. Mr. Vazales’ resignation is in connection with a recent change in his principal business association and not in connection with any disagreement with the Company or any matter related to the Company’s operations, policies or practices. Mr. Vazales served as a member of the Board’s Compensation Committee and Nominating/Corporate Governance Committee.
Upon acceptance of Mr. Vazales’ resignation, the Board determined that 3,143 of the shares of restricted Company common stock that Mr. Vazales holds as of the effective date of his resignation, will be fully vested and the remaining 1,885 shares will not vest and will be forfeited by Mr. Vazales. Mr. Vazales also received full cash compensation for his service as a member of the Board for the first quarter of 2023.
In connection with such resignation, pursuant to the Company’s Second Amended and Restated Certificate of Corporation and Fourth Amended and Restated Bylaws, the Board of Directors also took action to decrease the number of directors by one, such that the number of directors constituting the Whole Board (as defined in such documents) was reduced from eight to seven.
Item 7.01 Regulation FD Disclosure.
On January 27, 2023, the Company issued a press release announcing Mr. Vazales’ resignation as a member of the Board, a copy of which is furnished as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CBL & Associates Properties, Inc. |
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Date: |
January 27, 2023 |
By: |
/s/ Jeffery V. Curry |
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Jeffery V. Curry
Chief Legal Officer and Secretary |
Exhibit 99.1
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News Release |
Investor Contact: Katie Reinsmidt, Executive Vice President & Chief Investment Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com
CBL PROPERTIES ANNOUNCES THE RESIGNATION OF KAJ VAZALES FROM ITS BOARD OF DIRECTORS
CHATTANOOGA, Tenn. (January 27, 2023) – CBL Properties (NYSE:CBL) today announced that Kaj Vazales has notified the Company of his resignation from CBL’s Board of Directors effective January 26, 2023, and the Board has accepted his resignation. The departure is the result of a change in Mr. Vazales’ principal occupation. Mr. Vazales formerly served as Managing Director and Co-Head of North America for Oaktree’s Global Operations Strategy. He joined CBL’s board in November 2021, following CBL’s successful restructuring.
“On behalf of the Board and the entire company, we’d like to thank Kaj for his many contributions to CBL,” said Stephen D. Lebovitz, director and CEO of CBL. “Kaj played a key leadership role during our restructuring, which allowed the Company to emerge in a strong financial position. Since joining our Board in November 2021, his financial and organizational experience, thoughtful perspective, and overall business insight have been valuable in positioning CBL for long-term success. We wish him great success in his future endeavors.”
About CBL Properties
Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s owned and managed portfolio is comprised of 94 properties totaling 58.5 million square feet across 22 states, including 56 high-quality enclosed malls, outlet centers and lifestyle retail centers as well as more than 30 open-air centers and other assets. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit cblproperties.com.
Information included herein contains “forward-looking statements” within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including without limitation the Company’s Annual Report on Form 10-K and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included therein, for a discussion of such risks and uncertainties.
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