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): November 10, 2021
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 37421-6000
(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):
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
CBL & Associates Properties, Inc.:
|
| | | | |
Title of each Class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.001 par value | | CBL | | New York Stock Exchange |
CBL & Associates Limited Partnership: None
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.
2021 Equity Incentive Plan
As previously disclosed, on November 1, 2021, CBL & Associates Properties, Inc. (the “Company”) emerged from reorganization under the Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and its Affiliated Debtors (With Technical Modifications) (the “Plan”). As contemplated by the Plan, the board of directors (the “Board”) of the Company adopted, on November 10, 2021, the CBL & Associates Properties, Inc. 2021 Equity Incentive Plan (the “EIP”). The EIP authorizes the grant of equity awards to eligible participants based on the newly issued shares of common stock, par value $0.001 (“New Common Stock”) of the Company, in the form of stock options, stock appreciation rights, restricted stock, restricted stock units and other equity awards. Awards under the EIP may be granted to officers, employees, directors, consultants and independent contractors of the reorganized REIT. Initially, 3,222,222 shares of New Common Stock will be available for issuance under the EIP. This total number of shares of New Common Stock available for awards under the EIP will be subject to an annual increase equal to 3% of the number of shares of New Common Stock issued and outstanding at the end of the relevant calendar year, or such lesser amount as the Board may determine. The Plan will be administered by the Compensation Committee of the Board, which will determine the participants who will be granted awards under the EIP and the terms and conditions of EIP awards.
The foregoing description of the EIP does not purport to be complete and is qualified in its entirety by reference to the full text of the EIP, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
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 Khaleel |
| Farzana Khaleel |
| Executive Vice President - |
| Chief Financial Officer and Treasurer |
| |
| CBL & ASSOCIATES LIMITED PARTNERSHIP |
| |
| By: CBL HOLDINGS I, INC., its general partner |
| |
| |
| /s/ Farzana Khaleel |
| Farzana Khaleel |
| Executive Vice President - |
| Chief Financial Officer and Treasurer |
| |
Date: November 16, 2021 | |
