8-K
CBL & ASSOCIATES PROPERTIES INC (CBL)
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): June 15, 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<br> Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to<br> Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
(d) Pursuant to the recommendation of the Chairman of the Board and the Company’s management, as well as the Board’s Nominating/Corporate Governance Committee, the Board of Directors of CBL & Associates Properties, Inc. (the “Company”) has appointed Michael A. Torres to the Board as an additional director of the Company, effective as of June 15, 2023. Mr. Torres also was appointed to serve as a member of the Company’s Audit Committee.
Mr. Torres serves as Chief Executive Officer and portfolio manager of Adelante Capital Management, LLC, a minority-owned investment management firm focused on publicly traded real estate securities. Mr. Torres joined the firm in February 1995. Prior to joining Adelante, Mr. Torres was the Director of Real Estate Research and a portfolio manager for Wilshire Asset Management. At Wilshire, he created the Wilshire Real Estate Securities Index, widely recognized as the industry’s performance benchmark.
Mr. Torres serves on the Board of Directors of Colovore LLC and Renova Therapeutics, Investment Committee for the Stern Grove Festival Foundation, and the BEE Partners LP Advisory Board. Mr. Torres received a B.A. in Architecture and an M.B.A. from University of California, Berkeley.
Mr. Torres does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of SEC Regulation S-K, and he will be compensated for his services as a director in accordance with the Company’s standard compensation arrangements for non-employee directors as disclosed in the Company’s 2023 Annual Meeting Proxy Statement. In connection with his appointment as director, the Company entered into a customary indemnification agreement with Mr. Torres substantially identical to the Company’s indemnification agreements with each of its other independent directors.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On June 15, 2023, the Company issued a press release announcing Mr. Torres’ appointment as a director, a copy of which is furnished as Exhibit 99.1 to this report.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release – CBL Properties Welcomes Highly Regarded REIT Professional Michael A. Torres to its Board of Directors. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: | June 15, 2023 | By: | /s/ Jeffery V. Curry |
| Jeffery V. Curry<br><br> <br>Chief Legal Officer and Secretary |
Exhibit 99.1
Investor Contact: Katie Reinsmidt, EVP & Chief Operating Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com
Media Contact: Stacey Keating, Vice President, Corporate Communications, 423.490.8361, Stacey.Keating@cblproperties.com
CBL PROPERTIES WELCOMES HIGHLY REGARDED REIT PROFESSIONAL
MICHAEL A. TORRES TO ITS BOARD OF DIRECTORS
CHATTANOOGA, Tenn. (June 15, 2023) – CBL Properties (NYSE: CBL) today announced that Michael A. Torres has been appointed to the Company’s board of directors. Mr. Torres was also appointed to serve as a member of the Company’s Audit Committee.
“With a more than 35-year career in real estate and securities investing, Michael brings a tremendous amount of relevant and complementary experience to CBL’s board of directors,” said David J. Contis, chairman of the board. “Michael’s investment acumen and understanding of the real estate landscape through various cycles will be an asset to our Company and Board as we continue to pursue opportunities to create value for our shareholders. The addition of Michael also furthers our commitment to enhancing diversity throughout the organization, including at the Board level.”
Mr. Torres serves as chief executive officer and portfolio manager of Adelante Capital Management, LLC, a minority-owned investment management firm focused on publicly traded real estate securities. Mr. Torres joined the firm in February 1995. Prior to joining Adelante, Mr. Torres was the director of real estate research and a portfolio manager for Wilshire Asset Management. At Wilshire, he created the Wilshire Real Estate Securities Index, widely recognized as the industry’s performance benchmark.
Mr. Torres serves on the board of directors of Colovore LLC and Renova Therapeutics, Investment Committee for the Stern Grove Festival Foundation, and the BEE Partners LP Advisory Board. Mr. Torres received a B.A. in Architecture and an M.B.A. from University of California, Berkeley.
About CBL Properties
Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s owned and managed portfolio is comprised of 94 properties totaling 58.5 million square feet across 22 states, including 56 high-quality enclosed malls, outlet centers and lifestyle retail centers as well as more than 30 open-air centers and other assets. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit cblproperties.com.
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.
CBL_Corp
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