Current Report Filing (8-k)
April 14 2020 - 5:13PM
Edgar (US Regulatory)
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2020-04-14
UNITED 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): April 14, 2020
CBL & ASSOCIATES PROPERTIES INC
CBL & ASSOCIATES LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-12494
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62-1545718
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Delaware
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333-182515-01
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62-1542285
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421-6000
(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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered under Section 12(b) of the Act:
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Title of each Class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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CBL
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New York Stock Exchange
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7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value
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CBLprD
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New York Stock Exchange
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6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value
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CBLprE
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New York Stock Exchange
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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).
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. ☐
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)CBL & Associates Properties, Inc. (the “Company”) today announced a number of additional actions the Company is taking to offset the anticipated impacts of the COVID-19 pandemic on the Company’s revenue and cash flows. Among programs the Company is implementing to reduce overhead expense is a temporary salary reduction program pursuant to which, effective April 16, 2020, CBL executives Charles Lebovitz (Chairman), Stephen Lebovitz (CEO) and Michael Lebovitz (President) as well as the Independent Directors of CBL’s Board have agreed to reduce their base salaries and Independent Director fees by 50%. A 20% base salary reduction will apply to the other named executive officers listed in the Company’s 2020 Annual Meeting proxy statement.
These reductions to Independent Director and executive officer base salaries, which will remain in effect for a to‑be‑determined period of time, were unanimously approved by the Compensation Committee on April 14, 2020.
ITEM 8.01 Other Events
On April 14, 2020, the Company issued a press release announcing the compensation reductions discussed in Item 5.02 of this Current Report along with additional actions the Company is taking in response to the COVID-19 pandemic. A copy of the press release is being filed as Exhibit 99.1 to this Current Report.
ITEM 9.01 Financial Statements and Exhibits
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(a)
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Financial Statements of Businesses Acquired
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Not applicable
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(b)
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Pro Forma Financial Information
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Not applicable
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(c)
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Shell Company Transactions
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Not applicable
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Exhibit
Number
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Description
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99.1
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Press Release issued April 14, 2020.
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104
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Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith)
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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.
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CBL & ASSOCIATES PROPERTIES, INC.
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/s/ Farzana Khaleel
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Farzana Khaleel
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Executive Vice President -
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Chief Financial Officer and Treasurer
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CBL & ASSOCIATES LIMITED PARTNERSHIP
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By: CBL HOLDINGS I, INC., its general partner
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/s/ Farzana Khaleel
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Farzana Khaleel
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Executive Vice President -
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Chief Financial Officer and Treasurer
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Date: April 14, 2020
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