CBL CBL and Associates Properties Inc

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(d) and (e).  On October 7, 2020, the Board of Directors of CBL & Associates Properties, Inc. (the “Company”) acted unanimously to appoint Mr. Scott D. Vogel as an additional director of the Company, for an initial term expiring at the Company’s 2021 Annual Meeting of Stockholders.  Mr. Vogel has not been appointed to any Committees of the Board of Directors at this time.  Mr. Vogel will be compensated for his services on the Board of Directors through cash payments of $35,000 per month made to Vogel Enterprises, LLC, a limited liability company of which Mr. Vogel is the sole member, in lieu of the Company’s standard cash compensation arrangements for directors.  Mr. Vogel will receive a minimum of six month’s cash compensation ($210,000), unless he voluntarily resigns from the Company’s Board of Directors prior to April 7, 2021.  Mr. Vogel will not receive any of the equity grants normally provided for directors pursuant to the terms of the Company’s 2012 Stock Incentive Plan, as amended.

Mr. Vogel has served as managing member of Vogel Partners, LLC, a private investment and advisory firm, since 2016. Before establishing his own firm, Mr. Vogel served for fourteen years as managing director at Davidson Kempner Capital Management. Mr. Vogel also worked at MPF Investors as well as the investment banking group at Chase Securities. He has served on numerous boards over the course of his career, including Neiman Marcus, Payless Shoes and PetSmart. Mr. Vogel currently serves on the boards of directors of Avaya, Bonanza Creek Energy, Contura Energy and several private companies. He received a bachelor’s degree from Washington University and a Master of Business Administration degree from The Wharton School at the University of Pennsylvania.

There are no arrangements or understandings between Mr. Vogel and any other persons pursuant to which he was selected as director, and Mr. Vogel does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with his election as director, the Company expects to enter into customary indemnification agreements with Mr. Vogel substantially identical to the Company’s indemnification agreements with each of its other independent directors.