CBL & ASSOCIATES PROPERTIES, INC. (NYSE:CBL) Files An 8-K Submission of Matters to a Vote of Security Holders

CBL & ASSOCIATES PROPERTIES, INC. (NYSE:CBL) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item 5.07

Submission of Matters to a Vote of Security Holders.
On May 8, 2017, CBL Associates Properties, Inc. (the Company)
held its annual meeting of stockholders. The matters that were
submitted to a vote of stockholders and the related results are
as follows:*
1. The following directors were elected to one-year terms that
expire in 2018:
Charles B. Lebovitz (134,663,977 votes for, 1,980,418 votes
withheld, 20,405,364 broker non-votes and no abstentions),
Stephen D. Lebovitz (134,749,519 votes for, 1,894,876 votes
withheld, 20,405,364 broker non-votes and no abstentions),
Gary L. Bryenton (132,779,033 votes for, 3,865,362 votes
withheld, 20,405,364 broker non-votes and no abstentions),
A. Larry Chapman (130,615,718 votes for, 6,028,677 votes
withheld, 20,405,364 broker non-votes and no abstentions),
Matthew S. Dominski (130,394,167 votes for, 6,250,228 votes
withheld, 20,405,364 broker non-votes and no abstentions),
John D. Griffith (131,492,276 votes for, 5,152,119 votes
withheld, 20,405,364 broker non-votes and no abstentions),
Richard J. Lieb (132,948,169 votes for, 3,696,226 votes
withheld, 20,405,364 broker non-votes and no abstentions),
Gary J. Nay (131,481,438 votes for, 5,162,957 votes
withheld, 20,405,364 broker non-votes and no abstentions),
and
Kathleen M. Nelson (133,861,882 votes for, 2,782,513 votes
withheld, 20,405,364 broker non-votes and no abstentions).
2.
Deloitte Touche, LLP was ratified as the Companys
independent registered public accountants for its fiscal
year ending December 31, 2017 (153,717,850 votes for,
2,951,550 votes against, 380,359 abstentions and no broker
non-votes).
3.
The advisory vote on the Companys executive compensation
program for its named executive officers, as disclosed in
the Companys proxy statement for the 2017 annual meeting,
was approved (129,445,844 votes for, 6,741,145 votes
against, 457,406 abstentions and 20,405,364 broker
non-votes). The Companys Compensation Committee will
consider the results of this advisory vote in making future
decisions on named executive officer compensation.
4.
The option to hold future advisory votes on the
compensation of the Companys named executive officers every
one year received the highest number of votes cast
(124,679,513 votes for every one year, 118,222 votes for
every two years, 11,495,537 votes for every three years,
351,123 abstentions and 20,405,364 broker non-votes). Based
on these results, the Companys Board of Directors has
determined that the Company will hold future stockholder
advisory votes on the compensation of the Companys named
executive officers annually until the next advisory vote
regarding the frequency of holding such votes is required
to applicable rules of the Securities and Exchange
Commission.
* Total votes cast for each nominee or matter, as well as broker
non-votes, may vary due to the rounding of fractional shares
included in the totals.
Item 8.01
Other Events.
On May 9, 2017, the Companys Board of Directors, acting on the
recommendation of the Boards Compensation Committee, approved a
conforming amendment to Section 12(a) of the Companys 2012 Stock
Incentive Plan, in connection with the change described in the
Director Compensation section of the Companys 2017 proxy
statement whereby both initial grants of restricted Common Stock
(upon joining the Board) and annual awards of restricted Common
Stock to the Companys Non-Employee Directors will be determined
on the basis of a fixed dollar amount rather than a fixed number
of shares, with the number of shares to be issued based on the
average of the high and low trading prices for the Companys
Common Stock on the grant date. Section 12(a) of the Plan, as
amended, now provides that (A) annual grants of restricted
Non-Employee Director Shares (as defined in the Plan) may be made
in an amount not to exceed such number of shares determined by
dividing (i) $200,000 by (ii) the Fair Market Value per share
(determined as described above) of the Companys Common Stock on
the date of such grant and (B) each new Non-Employee Director
shall receive a grant of restricted Non-Employee Director Shares,
upon joining the Board, with a Fair Market Value (determined as
described above) equal to $25,000.
As described in the Companys 2017 proxy statement, the revised
Non-Employee Director compensation arrangements approved by the
Compensation Committee in November 2016 presently call for these
provisions to be applied in a manner such that each Non-Employee
director will receive an annual award of shares of restricted
Common Stock of the Company at the conclusion of each year (which
may be payable on the first trading day of the next succeeding
calendar year) having a value of $100,000. The foregoing
description of Amendment No. 2 to the Companys 2012 Stock
Incentive Plan is qualified by reference to the full text of such
amendment, which is filed as Exhibit 10.2.13 to this report.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
10.2.13
Amendment No. 2 to CBL Associates Properties, Inc. 2012
Stock Incentive Plan
A management contract or compensatory plan or arrangement.
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About CBL & ASSOCIATES PROPERTIES, INC. (NYSE:CBL)

CBL & Associates Properties, Inc. (CBL) is a self-managed, self-administered, integrated real estate investment trust (REIT). 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. Its properties are located in over 30 states, and are primarily located in the southeastern and midwestern United States. It conducts its business through CBL & Associates Limited Partnership (the Operating Partnership). It owns two qualified REIT subsidiaries: CBL Holdings I, Inc. and CBL Holdings II, Inc. It owns controlling interests in over 70 Malls, 20 Associated Centers, six Community Centers and eight Office Buildings. It owns non-controlling interests in over 10 Malls, approximately four Associated Centers, over five Community Centers and over five Office Buildings.

CBL & ASSOCIATES PROPERTIES, INC. (NYSE:CBL) Recent Trading Information

CBL & ASSOCIATES PROPERTIES, INC. (NYSE:CBL) closed its last trading session down -0.30 at 7.89 with 8,044,142 shares trading hands.

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