CBL & ASSOCIATES LIMITED PARTNERSHIP (NYSE:CBL) Files An 8-K Other Events
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.
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>
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.
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 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.
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.
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.
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.
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 $9.85 average of the high and low prices reported for the Companys Common Stock on the NYSE on February 10, 2016 grant date. |
2017 Named Executive Officer Compensation Actions
* * *
2017 LTIP Award Target Values for Named Executive Officers
The target values of the total LTIP awards granted to each
Named Executive Officer for 2017 are shown below. This includes
(i) the target value of the performance-based awards for the
2017-2019 performance period and (ii) the target value of the
time-vested awards for the 2017 performance period that may be
granted in February 2018.
Named Executive Officer for 2017 are shown below. This includes
(i) the target value of the performance-based awards for the
2017-2019 performance period and (ii) the target value of the
time-vested awards for the 2017 performance period that may be
granted in February 2018.
|
Named Executive Officer
|
Year of
Grant/
Base Year
for LTIP
Performance
Period
|
Target Value of
Long Term
Incentive
Award
($)
|
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 $10.675 average of the high and low prices reported for the Companys Common Stock on the NYSE on February 7, 2017 grant date. |
Revisions to Executive Compensation Disclosure Tables
Summary Compensation Table
The following table sets forth information regarding the
compensation of the Companys Named Executive Officers (as
determined to SEC rules) for the Companys fiscal years ended
December 31, 2014, 2015 and 2016:
compensation of the Companys Named Executive Officers (as
determined to SEC rules) for the Companys fiscal years ended
December 31, 2014, 2015 and 2016:
|
Summary Compensation Table (1)
|
|||||||
|
Name and Principal
Position(2)
|
Year
|
Salary($) (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:
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.
approve all of the proposals described in the 2017 Proxy
Statement at our Annual Meeting.
>>>
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.