CBL (NYSE: CBL) investors approve directors, auditor and executive pay plan

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CBL & Associates Properties, Inc. reported the results of its annual shareholder meeting held on May 21, 2026. All nominated directors were elected for one-year terms, with votes for each nominee generally around 25 million and broker non-votes of 1,578,021 shares.

Shareholders ratified Deloitte & Touche LLP as independent registered public accountants for the fiscal year ending December 31, 2026, with 26,415,581 votes for and 458,487 against. They also approved on an advisory basis the executive compensation program, with 22,773,554 votes for, 346,714 against, 2,193,369 abstentions, and 1,578,021 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Director votes – Marjorie L. Bowen: 25,043,181 votes for; 270,456 withheld Director votes – Stephen D. Lebovitz: 25,210,106 votes for; 103,531 withheld Auditor ratification support: 26,415,581 votes for +3 more

6 metrics

Director votes – Marjorie L. Bowen 25,043,181 votes for; 270,456 withheld Election to one-year term with 1,578,021 broker non-votes

Director votes – Stephen D. Lebovitz 25,210,106 votes for; 103,531 withheld Election to one-year term with 1,578,021 broker non-votes

Auditor ratification support 26,415,581 votes for Deloitte & Touche LLP for fiscal year ending Dec. 31, 2026

Auditor ratification opposition 458,487 votes against; 17,590 abstentions No broker non-votes reported on auditor item

Say-on-pay support 22,773,554 votes for Advisory approval of executive compensation program

Say-on-pay opposition and abstentions 346,714 against; 2,193,369 abstentions 1,578,021 broker non-votes on compensation item

Key Terms

broker non-votes, independent registered public accountants, executive compensation program, advisory basis

4 terms

broker non-votes financial

"Total votes cast for each nominee or matter, as well as broker non-votes, may vary"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accountants financial

"Shareholders ratified the selection of Deloitte & Touche, LLP as the Company’s independent registered public accountants"

Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.

executive compensation program financial

"Shareholders approved, on an advisory basis, the Company’s executive compensation program for its named executive officers"

A plan that determines how top managers are paid and rewarded, typically combining salary, bonuses, stock grants or options, and long-term incentive awards. Investors care because this pay package both affects a company’s costs and signals whether executives’ incentives are aligned with shareholder interests—like setting a coach’s bonus to team wins, it can motivate performance or create risky behavior if structured poorly.

advisory basis financial

"Shareholders approved, on an advisory basis, the Company’s executive compensation program"

Understanding 8-K Material Events →

05/26/2026 - 02:09 PM

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

Source: View Original Filing on SEC EDGAR

FAQ

What did CBL (CBL) shareholders vote on at the May 21, 2026 annual meeting?

CBL shareholders voted on electing seven directors, ratifying Deloitte & Touche LLP as independent auditors for 2026, and approving on an advisory basis the executive compensation program for named executive officers, as described in the company’s 2026 annual meeting proxy statement.

Were all CBL (CBL) director nominees elected at the 2026 annual meeting?

Yes, all seven CBL director nominees were elected for one-year terms. Each received approximately 23.8 million to 25.2 million votes for, with relatively small withhold votes and 1,578,021 broker non-votes recorded for each nominee on the director election item.

Did CBL (CBL) shareholders ratify Deloitte & Touche LLP as 2026 auditors?

Shareholders ratified Deloitte & Touche LLP as CBL’s independent registered public accountants for the year ending December 31, 2026. The item received 26,415,581 votes for, 458,487 votes against, 17,590 abstentions, and no broker non-votes, indicating strong support for the auditor appointment.

How did CBL (CBL) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, CBL’s executive compensation program for named executive officers. The say-on-pay vote received 22,773,554 votes for, 346,714 against, 2,193,369 abstentions, and 1,578,021 broker non-votes, reflecting overall shareholder approval of the disclosed compensation program.

What are broker non-votes reported in CBL’s 2026 shareholder meeting results?

Broker non-votes arise when brokers hold shares in street name but lack instructions to vote on certain non-routine items. CBL reported 1,578,021 broker non-votes on the director elections and the advisory executive compensation vote at the 2026 annual meeting of shareholders.

Which fiscal year does the ratified auditor engagement cover for CBL (CBL)?

The ratified engagement of Deloitte & Touche LLP as independent registered public accountants covers CBL’s fiscal year ending December 31, 2026. Shareholder approval of this appointment provides authorization for audit services relating to that specific fiscal reporting period.

Filing Exhibits & Attachments

1 document