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): February 10, 2016
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):
| ¨ | 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On February 10, 2016, the Board of Directors of CBL & Associates Properties, Inc. (the “Company”) acted unanimously to appoint Mr. Richard J. Lieb as an additional director of the Company, for an initial term expiring at the Company’s 2016 Annual Meeting of Stockholders. Mr. Lieb has not been appointed to any Committees of the Board of Directors at this time. Mr. Lieb will be compensated for his service on the Board of Directors as described in the Company’s Proxy Statement for its 2015 Annual Meeting of Stockholders filed with the Securities & Exchange Commission on March 27, 2015. As described therein, Mr. Lieb received an initial grant of 1,000 shares of restricted Common Stock of the Company under the Company’s 2012 Stock Incentive Plan upon his appointment as a non-employee director of the Company. The restrictions on shares of Common Stock received by non-employee directors under the 2012 Stock Incentive Plan provide that such shares may not be transferred during the non-employee director’s term.
Mr. Lieb has been a Managing Director of Greenhill & Co., LLC (“Greenhill”), a publicly traded independent investment banking firm, since 2005. Currently, he heads Greenhill’s Real Estate, Gaming and Lodging Group. Prior to joining Greenhill, Mr. Lieb spent more than 20 years with Goldman Sachs, where he headed its Real Estate Investment Banking Department from 2000 to 2005. Mr. Lieb has over 30 years of experience in the real estate investment banking industry.
| Item 7.01 | Regulation FD Disclosure. |
The Company’s press release announcing the appointment of Mr. Lieb to its Board of Directors is furnished as Exhibit 99.1 to this report.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit Number | Description | |
| 99.1 | Press Release - CBL & Associates Properties, Inc. Announces the Appointment of Richard Lieb to its Board of Directors | |
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: February 11, 2016