CBL & ASSOCIATES LIMITED PARTNERSHIP (NYSE:CBL) Files An 8-K Other Events

CBL & ASSOCIATES LIMITED PARTNERSHIP (NYSE:CBL) Files An 8-K Other Events

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Item 8.01

Other Events.
On April 10, 2017, CBL Associates Properties, Inc. (the Company)
filed and made available to its stockholders certain supplemental
disclosures in advance of its Annual Meeting of Stockholders to
be held May 8, 2017. The supplement to the proxy statement
(Supplement) was issued to clarify that the 200,000 share per
person annual grant limit in the Companys 2012 Stock Incentive
Plan is applicable to the LTIP awards granted in February 2016 to
each of Stephen D. Lebovitz and Charles B. Lebovitz, and in
February 2017 to Stephen D. Lebovitz. A copy of the Supplement is
provided below.
SUPPLEMENT TO THE PROXY STATEMENT
FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 2017
The following information supplements and amends the proxy
statement (the 2017 Proxy Statement) of CBL Associates
Properties, Inc. (the Company), first made available to our
stockholders on March 28, 2017, in connection with the
solicitation of proxies by our board of directors for the 2017
Annual Meeting of Stockholders to be held on Monday, May 8, 2017,
at 4:00 p.m. (EDT) at Embassy Suites, 2321 Life>

THIS SUPPLEMENT CONTAINS IMPORTANT ADDITIONAL INFORMATION AND
SHOULD BE READ IN CONJUNCTION WITH THE 2017 PROXY STATEMENT.
Except as supplemented or amended by the information contained in
this Supplement, all information set forth in the 2017 Proxy
Statement remains unchanged. We urge you to read this Supplement
carefully and in its entirety together with the 2017 Proxy
Statement. This Supplement will also be made available through
the Investing section of our Company website at cblproperties.com
and with our current proxy materials at www.proxyvote.com.
This supplemental disclosure is being provided to our
stockholders to clarify that the 200,000 share per person annual
grant limit in the 2012 Stock Incentive Plan is applicable to the
LTIP awards granted in February 2016 to each of Stephen D.
Lebovitz and Charles B. Lebovitz, and in February 2017 to Stephen
D. Lebovitz. The terms of the related Performance Stock Unit
Award Agreements provide that, in the event of any conflict or
inconsistency between the terms and provisions of such agreements
and those of the 2012 Stock Incentive Plan, the terms of the plan
shall govern and control. Accordingly, the terms of these
agreements effectively limit the total amount of common stock
that may be issued to both the performance-based and time-based
vesting components of the LTIP awards made to an individual Named
Executive Officer in any given year, to 200,000 shares.
However, notwithstanding this clarification of the limitation in
calculating the maximum value of the 2016 and 2017 LTIP awards,
the Compensation Committee continues to believe that the original
targeted values serve the best interests of the Company and its
stockholders by making a significant portion of the compensation
of the Companys two most senior officers dependent on long-term
total stockholder return relative to our peers – thereby aligning
their interests with those of our stockholders.
The following disclosures amend the previous disclosures with
respect to the compensation of each of Stephen D. Lebovitz and
Charles B. Lebovitz contained in the 2017 Proxy Statement, to the
extent that such disclosures were affected by the limitation
described above. In each case the amendments to such disclosures
are indicated in bold face.
Revised Disclosures in Compensation Discussion and Analysis
Long Term Incentive Program for Named Executive Officers
* * *
The target values of the total LTIP awards granted to each Named
Executive Officer for 2015 and 2016 are shown below. This
includes (i) the target value of the performance-based awards for
each of the 2015-2017 and 2016-2018 performance periods and (ii)
the target value that was utilized for the time-vested awards for
the 2015 and 2016 performance periods, which the Compensation
Committee considered along with its subjective evaluation of
Company performance to determine the number of shares actually
issued at the payout of such awards in February 2016 and February
2017.
Named Executive Officer
Year of
Grant/
Base Year
for LTIP
Performance
Period
Target Value of
Long Term
Incentive
Award
($)
Target Value of
Performance
Based Award
($)(1)
Target Value of
Time-Vested
Award
($)(2)
Stephen D. Lebovitz,
President and Chief Executive Officer
1,750,000
1,137,500
612,500
1,750,000
1,137,500
612,500
Charles B. Lebovitz,
Executive Chairman of the Board
1,250,000
750,000
500,000
1,250,000
750,000
500,000
(1)
The number of Performance Stock Units granted in relation
to the target value of the performance based award is
determined by dividing such value by the average of the
high and low prices reported for the Companys Common
Stock on the NYSE on the initial date of grant. For 2015
awards, the number of Performance Stock Units issued was
determined by dividing the Target Value of the
Performance Based LTIP Award by $20.10, the average of
the high and low prices reported for the Companys Common
Stock on the NYSE on March 24, 2015. For 2016 awards, the
number of Performance Stock Units issued was determined
by dividing the Target Value of the Performance Based
LTIP Award by $9.85, the average of the high and low
prices reported for the Companys Common Stock on the NYSE
on February 10, 2016. Due to the 200,000 share per person
annual grant limit in the 2012 Stock Incentive Plan, the
maximum amount of common stock that may be awarded to
Stephen D. Lebovitz based on the Performance Stock Units
he was granted in 2016 is 137,817 shares (valued at
$1,357,497, as opposed to the theoretical maximum of up
to 200% of the original Target value), and the maximum
amount of common stock that may be awarded to Charles B.
Lebovitz based on the Performance Stock Units he was
granted in 2016 is 149,238 shares (valued at $1,469,994,
as opposed to the theoretical maximum of up to 200% of
the original Target value), in each case based on the
$9.85 average of the high and low prices reported for the
Companys Common Stock on the NYSE on February 10, 2016
grant date.
2017 Named Executive Officer Compensation Actions
* * *
2017 LTIP Award Target Values for Named Executive Officers
The target values of the total LTIP awards granted to each
Named Executive Officer for 2017 are shown below. This includes
(i) the target value of the performance-based awards for the
2017-2019 performance period and (ii) the target value of the
time-vested awards for the 2017 performance period that may be
granted in February 2018.
Named Executive Officer
Year of
Grant/
Base Year
for LTIP
Performance
Period
Target Value of
Long Term
Incentive
Award
($)
Target Value of
Performance
Based Award
($)(1)
Target Value of
Time-Vested
Award
($)(2)
Stephen D. Lebovitz,
President and Chief Executive Officer
1,890,000
1,228,500
661,500
(1)
The number of Performance Stock Units granted in relation
to the target value of the performance based award is
determined by dividing such value by the average of the
high and low prices reported for the Companys Common
Stock on the NYSE on the initial date of grant. For 2017
awards, the number of Performance Stock Units issued was
determined by dividing the Target Value of the
Performance Based LTIP Award by $10.675, the average of
the high and low prices reported for the Companys Common
Stock on the NYSE on February 7, 2017. Due to the 200,000
share per person annual grant limit in the 2012 Stock
Incentive Plan, the maximum amount of common stock that
may be awarded to Stephen D. Lebovitz based on the
Performance Stock Units he was granted in 2017 is 142,623
shares (valued at $1,522,501, as opposed to the
theoretical maximum of up to 200% of the original Target
value), based on the $10.675 average of the high and low
prices reported for the Companys Common Stock on the NYSE
on February 7, 2017 grant date.
Revisions to Executive Compensation Disclosure Tables
Summary Compensation Table
The following table sets forth information regarding the
compensation of the Companys Named Executive Officers (as
determined to SEC rules) for the Companys fiscal years ended
December 31, 2014, 2015 and 2016:
Summary Compensation Table (1)
Name and Principal
Position(2)
Year
Salary($) (4)
Bonus($) (5)
Stock
Award(s)
($) (6)
Non-equity
Incentive Plan
Compensation
($) (7)
All
Other
Compensation
($) (8)
Total
Compensation
($)
Stephen D. Lebovitz,
Director, President and Chief Executive Officer
700,000
241,500
1,046,715
806,969
403,512
3,198,696
700,000
229,688
1,718,571
677,031
423,460
3,748,750
573,682
1,125,000
594,300
471,470
2,764,452
Charles B. Lebovitz,
Chairman of the Board
675,000
270,000
876,147
592,875
6,625
2,420,647
675,000
270,000
1,195,291
497,411
6,625
2,644,327
647,805
792,000
466,950
6,500
1,913,255
____________________
* * *
(6)
We report all equity awards at their full grant date
fair value in accordance with Financial Accounting
Standards Board Accounting Standards Codification (ASC)
Topic 718. For awards of restricted Common Stock under
our prior NEO incentive program, as well as the
time-vested component of Common Stock awards under the
Companys current LTIP, such value is calculated based
on the NYSE market price for shares of our Common Stock
subject to the award on the grant date for the award.
For Performance Stock Units (PSUs) awarded under the
Companys current LTIP, the fair value was estimated on
the date of grant using a Monte Carlo Simulation model.
Such valuation consisted of computing the fair value
using the Companys simulated stock price as well as TSR
over the performance period (i) from January 1, 2015
through December 31, 2017, for awards made in 2015 and
(ii) from January 1, 2016 through December 31, 2018,
for awards made in 2016. The award is modeled as a
contingent claim in that the expected return on the
underlying shares is risk-free and the rate of
discounting the payoff of the award is also risk-free.
For the initial PSUs granted in March 24, 2015, this
resulted in a grant-date fair value of $15.52 per PSU.
For the PSUs granted on February 10, 2016, this
resulted in a grant-date fair value of $3.76 per PSU
for Stephen D. Lebovitz, $4.94 per PSU for Charles B.
Lebovitz and $4.98 per PSU for each of Farzana Khaleel,
Augustus N. Stephas and Michael I.
Lebovitz.>>Generally, the aggregate grant date
fair value represents the amount that the Company
expects to expense in its financial statements over the
awards vesting schedule and does not correspond to the
actual value that will be realized by each Named
Executive Officer. For additional information, refer to
Note 16 – Share-Based Compensation in the Companys
audited financial statements contained in the Annual
Report to Shareholders that accompanies this Proxy
Statement and in the Companys Annual Report on Form
10-K for the year ended December 31, 2016, filed with
the SEC.
2016 Grants of Plan-Based Awards
Name of
Executive
Grant
Date
Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards (1)
Estimated Future Payouts Under
Equity Incentive Plan
Awards (2)
All Other
Stock Awards:
Number of
Shares of
Stock
or Units (#) (3)
Grant Date
Fair Value of
Stock
and Option
Awards ($) (4)
Threshold ($)
Target ($)
Maximum ($)
Threshold (#)
Target (#)
High (#)
Maximum (#)
Stephen D.
Lebovitz
2/10/2016
306,250
612,500
918,750
57,741
115,482
137,817
137,817
62,183
612,503
Charles B.
Lebovitz
2/10/2016
225,000
450,000
675,000
38,071
76,142
114,213
149,238
50,762
500,006
____________________
* * *
(2)
These columns represent the potential number of
shares to be earned by each Named Executive Officer
if the threshold, target, high or maximum goals are
satisfied with respect to the Performance Stock Units
granted in 2016 under the LTIP. The actual number of
shares of Common Stock issued to these Performance
Stock Units will be determined as of December 31,
2018 based on the Companys relative TSR performance
over the 2016-2018 performance period, and will vest
60% at such time, with the remaining 40% of such
shares vesting 20% on each of December 31, 2019 and
December 31, 2020, all as described above in the
Compensation Discussion and Analysis section. Due to
the 200,000 share per person annual grant limit in
the 2012 Stock Incentive Plan, the maximum amount of
common stock that may be awarded to Stephen D.
Lebovitz based on the Performance Stock Units he was
granted in 2016 is 137,817 shares (as opposed to a
theoretical payout of 173,223 shares if the High
level of performance were achieved, or a theoretical
payout of 230,964 shares if the Maximum level of
performance were achieved), and the maximum amount of
common stock that may be awarded to Charles B.
Lebovitz based on the Performance Stock Units he was
granted in 2016 is 149,238 shares (as opposed to a
theoretical payout of 152,284 shares if the Maximum
level of performance were achieved).
* * *
2016 Outstanding Equity Awards at Fiscal Year-End
Name
Stock Awards
Number of
Shares or Units
of Stock That
Have Not Vested
(#)(1)
Market Value of
Shares or Units of
Stock That Have
Not Vested
($)(1)
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)(7)
Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
($)(8)
Stephen D. Lebovitz
179,613 (2)
2,065,550
166,113
1,910,300
____________________
* * *
(7)
Assumes performance at the Threshold level for
Performance Stock Units issued under the LTIP for the
2015-2017 and at the High level for the 2016-2018
performance periods. Due to the 200,000 share per
person annual grant limit in the 2012 Stock Incentive
Plan, the maximum amount of common stock that may be
awarded to Stephen D. Lebovitz at the High level for
the 2016-2018 performance period is 137,817 shares.
Your vote is important. To vote your shares by proxy you
may do any of the following:
1.
Vote at the Internet site address listed on the
proxy card
2.
Call the toll-free number listed on the proxy card
or
3.
If you elected to receive a paper copy, sign, date
and return in the envelope provided the proxy card
enclosed with your proxy statement. If you choose
the third option, please do so promptly to ensure
your proxy arrives in sufficient time.
Our Board of Directors recommends that stockholders
approve all of the proposals described in the 2017 Proxy
Statement at our Annual Meeting.
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About CBL & ASSOCIATES LIMITED PARTNERSHIP (NYSE:CBL)

CBL & Associates Properties, Inc. is a self-managed, self-administered, integrated real estate investment trust. The Company owns, develops, acquires, leases, manages and operates regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Its segments are Malls, Associated Centers, Community Centers and All Other. As of December 31, 2016, the Company owned a controlling interest in 65 Malls and non-controlling interests in nine Malls. As of December 31, 2016, the Company owned a controlling interest in 20 Associated Centers and a non-controlling interest in three Associated Centers. As of December 31, 2016, the Company owned a controlling interest in four Community Centers and a non-controlling interest in five Community Centers. As of December 31, 2016, the Company’s properties were located in 27 states, primarily in the southeastern and mid-western United States.

CBL & ASSOCIATES LIMITED PARTNERSHIP (NYSE:CBL) Recent Trading Information

CBL & ASSOCIATES LIMITED PARTNERSHIP (NYSE:CBL) closed its last trading session 00.00 at 9.10 with 2,001,534 shares trading hands.

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