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Share Name | Share Symbol | Market | Type |
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CBL and Associates Properties Inc | NYSE:CBL | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.07 | 0.27% | 25.56 | 982 | 11:23:12 |
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): December 31, 2022 |
CBL & ASSOCIATES PROPERTIES, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
1-12494 |
62-1545718 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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2030 Hamilton Place Blvd., Suite 500 |
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Chattanooga, Tennessee |
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37421-6000 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 423 855-0001 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common Stock, $0.001 par value, with associated Stock Purchase Rights |
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CBL |
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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.
(e) In accordance with a CFO transition plan previously announced in a Current Report on Form 8-K filed on September 1, 2022 (the “9-1-2022 Form 8-K”) by CBL & Associates Properties, Inc. (herein the “Company” or “CBL”), effective as of 11:59 p.m. Eastern Time on December 31, 2022, Farzana Khaleel, ceased to serve as Executive Vice President – Chief Financial Officer and Treasurer of CBL. Benjamin W. Jaenicke, who originally was appointed Executive Vice President – Finance of CBL effective September 1, 2022, assumed the duties of Executive Vice President – Chief Financial Officer and Treasurer of the Company, effective January 1, 2023.
A description of Mr. Jaenicke’s professional experience prior to joining CBL is set forth in the 9-1-2022 Form 8-K and is incorporated herein by reference. A description of the terms of the Employment Agreement that the Company entered into with Mr. Jaenicke, as well as a related relocation allowance, also was set forth in the 9-1-2022 Form 8-K and is incorporated herein by reference. Mr. Jaenicke will continue to be compensated as Chief Financial Officer pursuant to the terms of his previously disclosed Employment Agreement.
The Company also previously announced in the 9-1-2022 Form 8-K that it expected to enter into a consulting arrangement with Ms. Khaleel to continue to provide certain advisory services in order to complete a smooth transition.
Effective as of December 31, 2022, the Company and Ms. Khaleel entered into the two agreements described below to formalize and document the terms of these arrangements.
Consulting Agreement
The terms of the Consulting Agreement the Company entered into with Ms. Khaleel may be summarized as follows:
Separation and General Release Agreement
The Company also entered into a Separation and General Release Agreement with Ms. Khaleel, which includes customary releases by the Company for the benefit of Ms. Khaleel and by Ms. Khaleel for the benefit of the Company, and also reiterates that Ms. Khaleel will remain entitled to receive the following:
The foregoing summary of the terms of Ms. Khaleel’s Consulting Agreement and Separation and General Release Agreement is qualified by reference to the full terms of such documents, which are filed as Exhibits 10.3 and 10.4 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Description |
10.1 |
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10.2 |
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10.3 |
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Consulting Agreement with Farzana Khaleel, effective as of December 31, 2022. |
10.4 |
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Separation and General Release Agreement with Farzana Khaleel, effective as of December 31, 2022. |
104 |
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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.
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CBL & Associates Properties, Inc. |
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Date: |
January 3, 2023 |
By: |
/s/ Jeffery V. Curry |
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Jeffery V. Curry |
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