CBL & Associates Properties 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 7, 2012
CBL & ASSOCIATES PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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):
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Restricted Common Stock Grants
Effective February 10, 2012, and in accordance with grants approved at a meeting held February 7, 2012, of the Compensation Committee of the Board of Directors of CBL & Associates Properties, Inc. (the “Company”), the Company issued a total of 191,900 shares of its common stock pursuant to annual restricted stock awards under its Amended and Restated Stock Incentive Plan.
Included in these grants were the following restricted stock awards to the following five individuals who currently qualify as “named executive officers” of the Company pursuant to Item 402(a)(3) of Securities and Exchange Commission Regulation S-K:
Each of these grants of restricted stock is subject to a five year vesting schedule and to the other terms and conditions prescribed in the Company's Second Amended and Restated Stock Incentive Plan, as amended by the First Amendment thereto, and the related Form of Stock Restriction Agreement for restricted stock awards in 2006 and subsequent years, copies of each of which have been filed previously as exhibits to the Company's periodic reports and are incorporated herein by reference in Item 9.01(c) below. As previously reported in the Company's annual proxy statements, these terms and conditions may be summarized as follows:
The terms of the restricted stock awards to the Named Executive Officers are substantially identical (except as to the number of shares subject to each such award) to the terms of all other annual restricted stock awards granted to employees under the Stock Incentive Plan in February 2012. Since Charles B. Lebovitz at this time is the only Named Executive Officer to have attained age 70 with 10 years of continuous employment with the Company, no other Named Executive Officer currently would retain any unvested shares of restricted stock if he or she retired from employment with the Company.
(a) Financial Statements of Businesses Acquired
(b) Pro Forma Financial Information
* Commission File No. 1-12494
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.
Date: February 13, 2012