Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Pursuant to the recommendation of the Chairman of the Board and the
Company's management, as well as the Board's Nominating/Corporate Governance
Committee, the Board of Directors of CBL & Associates Properties, Inc. (the
"Company") has appointed Michael A. Torres to the Board as an additional
director of the Company, effective as of June 15, 2023. Mr. Torres also was
appointed to serve as a member of the Company's Audit Committee.
Mr. Torres serves as Chief Executive Officer and portfolio manager of Adelante
Capital Management, LLC, a minority-owned investment management firm focused on
publicly traded real estate securities. Mr. Torres joined the firm in February
1995. Prior to joining Adelante, Mr. Torres was the Director of Real Estate
Research and a portfolio manager for Wilshire Asset Management. At Wilshire, he
created the Wilshire Real Estate Securities Index, widely recognized as the
industry's performance benchmark.
Mr. Torres serves on the Board of Directors of Colovore LLC and Renova
Therapeutics, Investment Committee for the Stern Grove Festival Foundation, and
the BEE Partners LP Advisory Board. Mr. Torres received a B.A. in Architecture
and an M.B.A. from University of California, Berkeley.
Mr. Torres does not have a direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of SEC Regulation
S-K, and he will be compensated for his services as a director in accordance
with the Company's standard compensation arrangements for non-employee directors
as disclosed in the Company's 2023 Annual Meeting Proxy Statement. In
connection with his appointment as director, the Company entered into a
customary indemnification agreement with Mr. Torres substantially identical to
the Company's indemnification agreements with each of its other independent
directors.
Item 7.01 Regulation FD Disclosure.
On June 15, 2023, the Company issued a press release announcing Mr. Torres'
appointment as a director, a copy of which is furnished as Exhibit 99.1 to this
report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release - CBL Properties Welcomes Highly Regarded
REIT Professional Michael A. Torres to its Board of
Directors.
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