True000091061200009106122023-05-242023-05-24

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 24, 2023

CBL & ASSOCIATES PROPERTIES, INC.

(Exact name of registrant as specified in its Charter)

Delaware

1-12494

62-1545718

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2030 Hamilton Place Blvd., Suite 500

 

Chattanooga, Tennessee

 

37421-6000

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 423 855-0001

 

N/A

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value, with
associated Stock Purchase Rights

CBL

New York Stock Exchange

 

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. ☐

 

 

Explanatory Note

On May 31, 2023, CBL & Associates Properties, Inc. (the “Company”) filed a current report on Form 8-K (the “Original Report”) to disclose the voting results from its annual meeting of shareholders held on May 24, 2023 (the “Annual Meeting”), including, among other matters, the results of the advisory vote of the Company’s shareholders regarding the frequency of shareholder advisory votes on the compensation paid to the Company’s named executive officers. This Form 8-K/A is being filed as an amendment to the Original Report to disclose the decision of the Board of Directors as to how frequently the Company will hold such advisory votes in the future. No other changes have been made to the Original Report, the contents of which are incorporated into this amendment by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

As previously disclosed in the Original Report, the Company’s shareholders voted to recommend, on a non-binding, advisory basis, that future shareholder advisory votes on the compensation paid to the Company’s named executive officers be held annually. Based on these results, the Company’s Board of Directors has determined that the Company will hold future shareholder advisory votes on the compensation of the Company’s named executive officers annually until the next advisory vote regarding the frequency of holding such votes is required pursuant to applicable rules of the Securities and Exchange Commission.

 

 

 

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.

 

 

 

 

CBL & ASSOCIATES PROPERTIES, INC.

 

 

 

 

Date:

August 14, 2023

By:

/s/ Jeffery V. Curry

 

 

 

Jeffery V. Curry
Chief Legal Officer and Secretary

 

 

v3.23.2
Document And Entity Information
May 24, 2023
Cover [Abstract]  
Document Type 8-K/A
Amendment Flag true
Amendment Description Explanatory NoteOn May 31, 2023, CBL & Associates Properties, Inc. (the “Company”) filed a current report on Form 8-K (the “Original Report”) to disclose the voting results from its annual meeting of shareholders held on May 24, 2023 (the “Annual Meeting”), including, among other matters, the results of the advisory vote of the Company’s shareholders regarding the frequency of shareholder advisory votes on the compensation paid to the Company’s named executive officers. This Form 8-K/A is being filed as an amendment to the Original Report to disclose the decision of the Board of Directors as to how frequently the Company will hold such advisory votes in the future. No other changes have been made to the Original Report, the contents of which are incorporated into this amendment by reference
Document Period End Date May 24, 2023
Entity Registrant Name CBL & ASSOCIATES PROPERTIES, INC.
Entity Central Index Key 0000910612
Entity Emerging Growth Company false
Securities Act File Number 1-12494
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 62-1545718
Entity Address, Address Line One 2030 Hamilton Place Blvd., Suite 500
Entity Address, City or Town Chattanooga
Entity Address, State or Province TN
Entity Address, Postal Zip Code 37421-6000
City Area Code 423
Local Phone Number 855-0001
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value, with associated Stock Purchase Rights
Trading Symbol CBL
Security Exchange Name NYSE
CBL and Associates Prope... (NYSE:CBL)
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