UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 25, 2023, Jonathan M. Heller 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. Heller’s 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. Heller served as Chairman of the Board and as a member of the Board’s Compensation Committee and Nominating/Corporate Governance Committee. Following Mr. Heller’s resignation, the Board of Directors appointed the Company’s current Lead Independent Director, David J. Contis, as Chairman of the Board and eliminated the separate position of Lead Independent Director at the present time in connection with Mr. Contis’ appointment as non-executive Chairman.
Upon acceptance of Mr. Heller’s resignation, the Board determined that 5,655 of the shares of restricted Company common stock that Mr. Heller holds as of the effective date of his resignation will be fully vested and the remaining 3,393 shares will not vest and will be forfeited by Mr. Heller. Mr. Heller 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 nine to eight.
Item 7.01 Regulation FD Disclosure.
On January 25, 2023, the Company issued a press release announcing Mr. Heller’s resignation as a member of the Board and the appointment of Mr. Contis as Chairman, a copy of which is furnished as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 25, 2023 |
By: |
/s/ Jeffery V. Curry |
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Jeffery V. Curry |