CBL & ASSOCIATES PROPERTIES INC
For the period ended Apr 18, 2024. Filed Apr 22, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 18, 2024 · Filed Apr 22, 2024
Contents
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied in this summary to help you find further information in this Proxy Statement.
Our 2024 Annual Meeting
| Time and Date | 2:00 p.m. (EDT) on Wednesday, May 22, 2024 |
|---|---|
| Location | The Annual Meeting will be held virtually via live webcast. You can join the meeting by visiting www.virtualshareholdermeeting.com/CBL2024 and entering the 16-digit control number listed on your proxy card. |
| Record Date | April 8, 2024 |
| Voting | Each share is entitled to one vote on each matter to be voted upon at our Annual Meeting.You can vote by proxy utilizing any of the following methods: |
| •Internet: Go to the website shown on your Proxy or voting instruction form until 11:59 p.m. Eastern Time, the day before our Annual Meeting.•Telephone: As shown on the Proxy or voting instruction form you received until 11:59 p.m. Eastern Time, the day before our Annual Meeting.•Mail: Mark, sign, date and promptly return your Proxy or voting instruction form.•In Person at the Virtual Annual Meeting: You may vote in person during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/CBL2024 and entering the 16-digit control number found on your proxy card or on the voting instruction form you received from your broker. | |
| Internet Availability of Materials | This Notice of Annual Meeting and Proxy Statement, as well as our Annual Report for the Company’s fiscal year ended December 31, 2023, are also available via the internet at: www.proxyvote.com. |
This Proxy Statement was first provided to shareholders on or about April 22, 2024.
Annual Meeting Proposals and Board Recommendations
| Proposal | BoardRecommendation | PageReference |
|---|---|---|
| Proposal 1 – Election of Directors | For all nominees | 7 |
| Proposal 2 – Ratification of the selection of Deloitte as our independent registered public accounting firm for 2024 | For | 82 |
| Proposal 3 – Advisory Vote to Approve the Compensation of Our Named Executive Officers | For | 84 |
| Transaction of any other business that properly comes before our Annual Meeting | ||
Director Nominees (Page 7)
| Name | Age | DirectorSince | Occupation | Independent(Yes/No) | BoardCommitteeMemberships | Other PublicCompany Boards |
|---|---|---|---|---|---|---|
| Stephen D. Lebovitz | 63 | 1993 | Chief Executive Officerof the Company | No | None | None |
| David J. Contis | 65 | 2021 | Non-Executive Chairman of the Board of the CompanyFounder and President of Agora Advisors, Inc.Former President - Mall Platform and Senior Executive Vice president of Simon Properties Group, Inc.Former Executive Vice President and Chief Operating Officer of The Macerich CompanyFormer President of Equity Group Investments, L.L.C. | Yes | Audit ($) | Equity Lifestyle Properties, Inc.;Acosta Verde |
| Marjorie L. Bowen | 58 | 2021 | Former Managing Director of the Fairness Opinion Practice at Houlihan Lokey, Inc. | Yes | Audit* ($), Nominating/Corporate Governance | Diebold Nixdorf, Incorporated;Bed Bath & Beyond, Inc. (2022-2023);Sequential Brands Group, Inc. (2021-2022);Centric Brands, Inc. (2020);Genesco, Inc. (2018-2019);Navient Corporation (2019-2020);ShoreTel Inc. (2016-2017) |
| David M. Fields | 66 | 2021 | Executive Vice President, Chief Administrative Officer and General Counsel of Sunset Development Company | Yes | Compensation, Nominating/ Corporate Governance* | EastGroup Properties, Inc. |
| Robert G. Gifford | 67 | 2021 | Former Chief Executive Officer,AIG Global Real EstateFormer Principal withAEW Capital Management | Yes | Audit ($), Compensation* | Lehman Brothers Holding, Inc.Retail Properties of America (2016-2021);Liberty Property Trust (2018-2020) |
| Jeffrey A.Kivitz | 40 | 2022 | Partner,Canyon Partners LLC | Yes | Compensation, Nominating/ Corporate Governance | None |
| Michael A. Torres | 63 | 2023 | Chief Executive Officer and portfolio manager of Adelante Capital Management | Yes | Audit ($), Compensation | None |
| * Denotes Committee Chairman($) Audit Committee Financial Expert | ||||||
Ratification of Auditors (Page 82)
We are asking our shareholders to ratify the appointment of Deloitte as the independent registered public accounting firm to serve as our auditors for the year ending December 31, 2024.
Say-on-Pay (Page 84)
Consistent with our shareholders’ preference, our Board of Directors is providing shareholders with an annual vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in our Proxy Statement.Please review our Compensation Discussion and Analysis (beginning on page 31), which describes the principal components of our executive compensation program, the objectives and key features of each component and the compensation decisions made by our Compensation Committee for our named executive officers, and the accompanying executive compensation tables and related information (beginning on page 49) for additional details about our executive compensation programs, including information about our named executive officers’ fiscal year 2023 compensation.
PROXY STATEMENT
2030 Hamilton Place Blvd.
Suite 500
CBL Center
Chattanooga, Tennessee 37421
(423) 855-0001
ANNUAL MEETING OF SHAREHOLDERS
May 22, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.