CBL & ASSOCIATES PROPERTIES INC : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 26, 2023, Kaj Vazales provided notice of his resignation as a member of the Board of Directors (the "Board") of CBL & Associates Properties, Inc. (the "Company") effective immediately. Mr. Vazales' resignation is in connection with a recent change in his principal business association and not in connection with any disagreement with the Company or any matter related to the Company's operations, policies or practices. Mr. Vazales served as a member of the Board's Compensation Committee and Nominating/Corporate Governance Committee.

Upon acceptance of Mr. Vazales' resignation, the Board determined that 3,143 of the shares of restricted Company common stock that Mr. Vazales holds as of the effective date of his resignation, will be fully vested and the remaining 1,885 shares will not vest and will be forfeited by Mr. Vazales. Mr. Vazales also received full cash compensation for his service as a member of the Board for the first quarter of 2023.

In connection with such resignation, pursuant to the Company's Second Amended and Restated Certificate of Corporation and Fourth Amended and Restated Bylaws, the Board of Directors also took action to decrease the number of directors by one, such that the number of directors constituting the Whole Board (as defined in such documents) was reduced from eight to seven.

Item 7.01 Regulation FD Disclosure.

On January 27, 2023, the Company issued a press release announcing Mr. Vazales' resignation as a member of the Board, a copy of which is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit    Description
 Number
  99.1       Press Release - CBL Properties Announces the Resignation of Kaj
           Vazales from CBL's Board of Directors.
  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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