🧾 What This Document Is

This is a DEF 14A, also known as a Proxy Statement. It's a formal document filed with the SEC that public companies send to shareholders ahead of their annual meeting. Its job is to give you all the info you need to vote on important company matters.

👉 Why it matters: You can't vote if you don't know what you're voting on! This document explains the proposals, introduces the people running the company, and reveals how the top bosses are paid. It's your instruction manual for the annual meeting.

🏢 What The Company Does

In simple terms, CBL & Associates Properties is a real estate investment trust (REIT) that owns and operates shopping centers, primarily malls and outlet centers. Think of them as a landlord for big retail properties. After emerging from bankruptcy in November 2021, they've been focused on managing and improving their portfolio of retail real estate.

📅 Annual Meeting Details

The 2026 Annual Meeting is virtual and will be held on Thursday, May 21, 2026, at 2:00 p.m. (EDT). You can attend, vote, and ask questions online at www.virtualshareholdermeeting.com/CBL2026.

👉 Key date: To vote, you must have been a shareholder on April 7, 2026 (the "record date"). There were 30,944,792 shares eligible to vote as of that date.

🗳️ What Shareholders Are Voting On

There are three main proposals on the ballot. The Board recommends voting FOR all of them:

1. Proposal 1: Elect Directors. Vote to re-elect all 7 members of the Board of Directors for one-year terms.
2. Proposal 2: Ratify the Auditor. Vote to approve the selection of Deloitte & Touche LLP as the company's independent accounting firm for 2026.
3. Proposal 3: Advisory Vote on Executive Pay ("Say-on-Pay"). A non-binding vote to approve the compensation paid to the company's top executives.

👥 Meet the Board Nominees

The company is proposing to re-elect its current 7-person board. Here’s a snapshot:

• Stephen D. Lebovitz (Age 65) - The CEO. He’s not independent because he works for the company. He’s been on the board since the company went public in 1993.
• The 6 Independent Directors - These are outsiders with no material ties to the company. They include experts in real estate, finance, law, and investment. Notably, David J. Contis (Age 67) is the Non-Executive Chairman of the Board.

👉 Why it matters: The board provides oversight of management. A board with diverse, independent experts is meant to protect shareholder interests. The company highlights their skills in real estate, finance, corporate restructuring, and governance.

⚖️ Corporate Governance & Oversight

The document details how the company is structured to be accountable.

• Independence: 6 out of 7 director nominees are independent. All board committees (Audit, Compensation, Nominating) are made up solely of independent directors.
• Leadership: The roles of CEO (Stephen Lebovitz) and Board Chairman (David Contis) are separated.
• Risk Oversight: The Board, especially the Audit Committee, is responsible for overseeing major risks, including cybersecurity. The company’s Head of Technology reports directly to the President.
• Key Policies: They have policies against hedging or pledging company stock, require directors and executives to own significant shares of the company (to align their interests with yours), and have a strict Code of Ethics.
• Bankruptcy History: The filing notes the company's Chapter 11 bankruptcy filing in November 2020 due to the pandemic's impact, and its emergence in November 2021. It states the Board does not view this as affecting the integrity of the executives who were there at the time.

💼 Executive Compensation

While the full tables are dense, the filing includes a Compensation Discussion & Analysis (pages 29-82) that explains how and why the top executives are paid. The goal is to align their pay with company performance and shareholder returns. The "Say-on-Pay" (Proposal 3) is your chance to voice approval (or disapproval) of this philosophy in a non-binding vote.

🧠 The Analogy

This proxy statement is like the program and ballot for the annual shareholders' meeting. It introduces the cast of characters (the board and executives), outlines the main events (the proposals), provides the financial backstory (compensation details), and gives you, the audience member (shareholder), the tools to participate and vote.

🧩 Final Takeaway

This is your opportunity to have a say in CBL's leadership and oversight. The key items are re-electing the board, approving the auditor, and signaling your view on executive pay. The document shows a company with a refreshed, independent-heavy board post-bankruptcy, focusing on governance and risk oversight as it manages its retail real estate portfolio.