8-K

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
Date of report (date of earliest event reported):                         December 18, 2016
TAUBMAN CENTERS, INC.
(Exact Name of Registrant as Specified in its Charter)
Michigan
(State of Other Jurisdiction of Incorporation)
	1-11530	38-2033632
	(Commission File Number)	(I.R.S. Employer Identification No.)
	200 East Long Lake Road, Suite 300, Bloomfield Hills, Michigan	48304-2324
	(Address of Principal Executive Office)	(Zip Code)
	Registrant’s Telephone Number, Including Area Code: (248) 258-6800
None
	(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 (See General Instruction A.2. below):
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 5.02.DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On December 18, 2016, David S. Joseph II, Executive Vice President, Leasing of The Taubman Company, LLC (the Manager), notified Taubman Centers, Inc. (the Company) of his resignation from his position, effective December 31, 2016, and entered into an Agreement and Release (the Separation Agreement) with the Manager that sets forth the terms on which Mr. Joseph will resign.

The Separation Agreement provides for the following cash payments to be made to Mr. Joseph: $50,000 on March 1, 2017, $75,000 on both June 1 and September 1, 2017, and $500,000 on March 1, 2018. Pursuant to the Separation Agreement, Mr. Joseph will vest in 5,426 unvested Restricted Share Units (RSU) and 5,426 unvested Performance Share Units (PSU) (such PSU subject to a multiplier to be determined in accordance with the applicable terms of the award) relating to the 2014 grant year, to be settled on March 1, 2017. He also will vest in 4,994 unvested RSU and 4,994 unvested PSU (such PSU subject to a multiplier to be determined in accordance with the applicable terms of the award) relating to the 2015 grant year, to be settled on March 1, 2018. Outstanding unvested special Performance Share Units relating to the 2013 grant year and all share-based awards granted to Mr. Joseph in 2016 will be forfeited under the terms of the Company’s 2008 Omnibus Long-Term Incentive Plan.

The Separation Agreement contains general non-compete and non-solicitation provisions effective until March 1, 2018, as well as a full release of any claims by Mr. Joseph against the Manager. The Separation Agreement also provides that Mr. Joseph is eligible for COBRA reimbursement for up to 18 months.

On December 18, 2016, the Manager and Mr. Joseph entered into a Consulting Agreement effective January 1, 2017 and ending August 31, 2017. This agreement provides for a $25,000 monthly retainer fee and variable compensation of up to $300,000 payable at the Company’s discretion for strategic advice and assistance relating to the Company’s shopping centers.The Consulting Agreement contains general non-compete and non-solicitation provisions effective for the term of the agreement.

Item 8.01.    OTHER EVENTS.

Related to the matter discussed in Item 5.02, Paul A. Wright will be promoted to executive vice president, global head of leasing of the Manager, effective in spring 2017. Mr. Wright is currently the group vice president, leasing, Taubman Asia, where he has led the leasing function since mid-2006.

On December 21, 2016, the Company issued a press release announcing the forgoing matters, a copy of which is attached as Exhibit 99 to this report and incorporated herein by reference.

Item 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits

Exhibit	Description
99	Press Release, dated December 21, 2016, entitled “David S. Joseph Resigns as Executive Vice President of Leasing for Taubman; Taubman Asia's Paul A. Wright Promoted to Executive Vice President, Global Head of Leasing."

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.

Date: December 21, 2016	TAUBMAN CENTERS, INC.
	By:	/s/ Simon J. Leopold
		Simon J. Leopold
		Executive Vice President, Chief Financial Officer, and Treasurer

EXHIBIT INDEX

Exhibit	Description
99	Press Release, dated December 21, 2016, entitled “David S. Joseph Resigns as Executive Vice President of Leasing for Taubman; Taubman Asia's Paul A. Wright Promoted to Executive Vice President, Global Head of Leasing."

EX-99

Taubman Centers, Inc.	T 248.258.6800
200 East Long Lake Road	www.taubman.com
Suite 300
Bloomfield Hills, Michigan
48304-2324

David S. Joseph Resigns as Executive Vice President of Leasing for Taubman; Taubman Asia’s Paul A. Wright to be Promoted to

Executive Vice President, Global Head of Leasing

BLOOMFIELD HILLS, Mich., Dec. 21, 2016 - - Taubman Centers, Inc. (NYSE: TCO) today announced that David S. Joseph is resigning as executive vice president of Leasing effective December 31, 2016. Mr. Joseph has successfully led Taubman’s leasing efforts since 2013 and has made many contributions during his tenure. He will provide support as an independent consultant in 2017.

Paul A. Wright, group vice president of Leasing for Taubman Asia, will relocate to the U.S. and will be promoted to executive vice president, global head of Leasing for Taubman effective spring 2017. During the transition, Chief Operating Officer William S. Taubman will assume day-to-day leadership of the leasing function.

“Paul’s promotion reflects the global nature of the retail and mall industries, and provides our company the opportunity to significantly enhance leasing synergies as we work with retailers across our properties, whether in the U.S. or Asia,” said Mr. Taubman. “We are delighted to promote Paul into this new role.”

Mr. Wright, who has led the Taubman Asia leasing function since mid-2006 as group vice president of Leasing, has delivered exceptional leasing performance for the company’s ground-up development properties in China -- CityOn.Xi’an (opened April 28, 2016) and CityOn.Zhengzhou (opening March 2017), as well as Starfield Hanam in South Korea (opened Sept. 9, 2016). He also led Taubman’s successful leasing efforts for The Boulevard at Studio City in Macau and IFC Mall in South Korea.

Prior to Taubman, Mr. Wright held senior-level positions with Citta Management Limited and Lendlease.

About Taubman

Taubman Centers is an S&P MidCap 400 Real Estate Investment Trust engaged in the ownership, management and/or leasing of 26 regional, super-regional and outlet shopping centers in the U.S. and Asia. Taubman’s U.S.-owned properties are the most productive in the publicly held U.S. regional mall industry. Founded in 1950, Taubman is headquartered in Bloomfield Hills, Mich. Taubman Asia, founded in 2005, is headquartered in Hong Kong. www.taubman.com.

For ease of use, references in this press release to “Taubman Centers,” “company,” “Taubman” or an operating platform mean Taubman Centers, Inc. and/or one or more of a number of separate, affiliated entities. Business is actually conducted by an affiliated entity rather than Taubman Centers, Inc. itself or the named operating platform.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. A statements reflect management's current views with respect to future events and financial performance. Forward-looking statements can be identified by words such as “will”, “may”, “could”, “expect”, “anticipate”, “believes”, “intends”, “should”, “plans”, “estimates”, “approximate”, “guidance” and similar expressions in this press release that predict or indicate future events and trends and that do not report historical matters. The forward-looking statements included in this release are made as of the date hereof. Except as required by law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future. Actual results may differ materially from those expected because of various risks, uncertainties and other factors. Such factors include, but are not limited to: changes in market rental rates; unscheduled closings or bankruptcies of tenants; relationships with anchor tenants; trends in the retail industry; the liquidity of real estate investments; the company’s ability to comply with debt covenants; the availability and terms of financings; changes in market rates of interest and foreign exchange rates for foreign currencies; changes in value of investments in foreign entities; the ability to hedge

interest rate and currency risk; risks related to acquiring, developing, expanding, leasing and managing properties; changes in value of investments in foreign entities; risks related to joint venture properties; insurance costs and coverage; security breaches that could impact the company’s information technology, infrastructure or personal data; the loss of key management personnel; terrorist activities; maintaining the company’s status as a real estate investment trust; changes in the laws of states, localities, and foreign jurisdictions that may increase taxes on the company’s operations; and changes in global, national, regional and/or local economic and geopolitical climates. You should review the company's filings with the Securities and Exchange Commission, including “Risk Factors” in its most recent Annual Report on Form 10-K and subsequent quarterly reports, for a discussion of such risks and uncertainties.

# # #

CONTACTS:

Maria Mainville, Director of Strategic Communications, Taubman

248-258-7469, mmainville@taubman.com

Ryan Hurren, Director of Investor Relations, Taubman

248-258-7232, rhurren@taubman.com