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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): May 21, 2026

 

 

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

 

 

(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 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:


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

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 21, 2026, CBL & Associates Properties, Inc. (the “Company”) held its annual meeting of shareholders. The matters that were submitted to a vote of shareholders and the related results are as set forth below. (Total votes cast for each nominee or matter, as well as broker non-votes, may vary due to the rounding of fractional shares included in the totals.)

 

1. The following directors were elected to serve for a term of one year and until their respective successors are duly elected and qualified:

Director Nominee

 

Votes Cast For

 

Votes Withheld

 

Broker Non-Votes

Marjorie L. Bowen

 

25,043,181

 

270,456

 

1,578,021

David J. Contis

 

24,995,406

 

318,231

 

1,578,021

David M. Fields

 

23,819,393

 

1,494,244

 

1,578,021

Robert G. Gifford

 

25,088,128

 

225,509

 

1,578,021

Jeffrey Kivitz

 

25,011,744

 

301,893

 

1,578,021

Stephen D. Lebovitz

 

25,210,106

 

103,531

 

1,578,021

Michael A. Torres

 

25,182,004

 

131,633

 

1,578,021

 

 

 

 

 

 

 

 

 

2. Shareholders ratified the selection of Deloitte & Touche, LLP as the Company’s independent registered public accountants for its fiscal year ending December 31, 2026. The votes were as follows:

For

 

Against

 

Abstentions

 

Broker Non-Votes

26,415,581

 

458,487

 

17,590

 

None

 

 

3. Shareholders approved, on an advisory basis, the Company’s executive compensation program for its named executive officers, as disclosed in the Company’s proxy statement for the 2026 annual meeting. The votes were as follows:

For

 

Against

 

Abstentions

 

Broker Non-Votes

22,773,554

 

346,714

 

2,193,369

 

1,578,021

 


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:

May 26, 2026

By:

/s/ Benjamin W. Jaenicke

 

 

 

Benjamin W. Jaenicke
Executive Vice President -
Chief Financial Officer and Treasurer