Form 8-K CBL & ASSOCIATES PROPERT For: Nov 13 Filed by: CBL & ASSOCIATES LIMITED PARTNERSHIP
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 13, 2015
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
Delaware | 1-12494 | 62-1545718 | ||
Delaware | 333-182515-01 | 62-1542285 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421 | ||||
(Address of principal executive office, including zip code) | ||||
423.855.0001 | ||||
(Registrant's telephone number, including area code) | ||||
N/A | ||||
(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 7.01 Regulation FD Disclosure
On November 13, 2015, CBL & Associates Properties, Inc. issued a press release announcing its intent to adopt a proxy access by-law amendment in response to the advisory vote at its annual meeting earlier this year. A copy of the press release is furnished as Exhibit 99.1 to this report.
ITEM 9.01 Financial Statements and Exhibits
(a) | Financial Statements of Businesses Acquired |
Not applicable
(b) | Pro Forma Financial Information |
Not applicable
(c) | Shell Company Transactions |
Not applicable
(d) | Exhibits |
Exhibit Number | Description | |
99.1 | Press Release: CBL to Adopt Proxy Access By-law Amendment | |
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.
/s/ Farzana K. Mitchell
___________________________________
Farzana K. Mitchell
Executive Vice President -
Chief Financial Officer and Treasurer
CBL & ASSOCIATES LIMITED PARTNERSHIP
By: CBL HOLDINGS I, INC., its general partner
/s/ Farzana K. Mitchell
___________________________________
Farzana K. Mitchell
Executive Vice President -
Chief Financial Officer and Treasurer
Date: November 13, 2015
Exhibit 99.1
Contact: Katie Reinsmidt, Senior Vice President - Investor Relations/Corporate Investments, 423.490.8301, [email protected]
CBL TO ADOPT PROXY ACCESS BY-LAW AMENDMENT
CHATTANOOGA, Tenn. (November 13, 2015) - CBL & Associates Properties, Inc. (NYSE: CBL) today announced that it intends to adopt a proxy access bylaw amendment in response to the advisory vote at its annual meeting earlier this year.
The amendment to the Company’s by-laws would allow shareholders that have owned at least 3% of the Company’s outstanding common stock continually for at least three consecutive years to have their own director nominees, representing up to 25% of the Board seats, included in the Company’s proxy materials, along with the candidates nominated by the Company’s Board of Directors. Additional details of the amendment will be announced when final terms have been approved by the Board.
“We believe it is important to have strong corporate governance practices that promote our goal of creating value for our shareholders,” said Charles B. Lebovitz, Chairman of the Board. “Earlier this year, our shareholders supported an advisory proposal requesting proxy access. The Board values this feedback and is pleased to demonstrate its responsiveness to shareholders by announcing its intention to adopt such an amendment.”
CBL’s Board of Directors is committed to maintaining a strong alignment with the Company’s investors by continually evaluating its corporate governance policies and responding to shareholder feedback. CBL’s Board of Directors has implemented a number of industry-leading practices, including declassifying the Board, adopting a director resignation policy and implementing an executive compensation program that relies heavily on performance criteria and objective measures.
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CBL to Adopt Proxy Access Amendment
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November 13, 2015
About CBL & Associates Properties, Inc.
CBL is one of the largest and most active owners and developers of malls and shopping centers in the United States. CBL owns, holds interests in or manages 148 properties, including 91 regional malls/open-air centers. The properties are located in 30 states and total 84.8 million square feet including 7.1 million square feet of non-owned shopping centers managed for third parties. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, Dallas (Irving), TX, and St. Louis, MO. Additional information can be found at cblproperties.com.
Forward-Looking Statements
Information included herein contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including without limitation the Company's Annual Report on Form 10-K and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included therein, for a discussion of such risks and uncertainties.
-END-
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