Item 5.02 Departure of Directors or Principal O?cers; Election of Directors;
Appointment of Principal O?cers
(d) and (e). On October 7, 2020, the Board of Directors of CBL & Associates
Properties, Inc. (the "Company") acted unanimously to appoint Mr. Scott D. Vogel
as an additional director of the Company, for an initial term expiring at the
Company's 2021 Annual Meeting of Stockholders. Mr. Vogel has not been appointed
to any Committees of the Board of Directors at this time. Mr. Vogel will be
compensated for his services on the Board of Directors through cash payments of
$35,000 per month made to Vogel Enterprises, LLC, a limited liability company of
which Mr. Vogel is the sole member, in lieu of the Company's standard cash
compensation arrangements for directors. Mr. Vogel will receive a minimum of six
month's cash compensation ($210,000), unless he voluntarily resigns from the
Company's Board of Directors prior to April 7, 2021. Mr. Vogel will not receive
any of the equity grants normally provided for directors pursuant to the terms
of the Company's 2012 Stock Incentive Plan, as amended.
Mr. Vogel has served as managing member of Vogel Partners, LLC, a private
investment and advisory firm, since 2016. Before establishing his own firm, Mr.
Vogel served for fourteen years as managing director at Davidson Kempner Capital
Management. Mr. Vogel also worked at MPF Investors as well as the investment
banking group at Chase Securities. He has served on numerous boards over the
course of his career, including Neiman Marcus, Payless Shoes and PetSmart. Mr.
Vogel currently serves on the boards of directors of Avaya, Bonanza Creek
Energy, Contura Energy and several private companies. He received a bachelor's
degree from Washington University and a Master of Business Administration degree
from The Wharton School at the University of Pennsylvania.
There are no arrangements or understandings between Mr. Vogel and any other
persons pursuant to which he was selected as director, and Mr. Vogel does not
have a direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K. In connection with his
election as director, the Company expects to enter into customary
indemnification agreements with Mr. Vogel substantially identical to the
Company's indemnification agreements with each of its other independent
directors.
Item 7.01 Regulation FD Disclosure
On October 8, 2020, the Company issued a press release announcing Mr. Vogel's
appointment, a copy of which is furnished hereto as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
10.4.5 Summary Description of Director Compensation Arrangements for Scott
D. Vogel
99.1 Press release issued October 8, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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