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): ~~November~~December 2517, 2013

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)



Delaware	1-12494	62-1545718
Delaware	333-182515-01	62-1542285
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421
(Address of principal executive office, including zip code)

423.855.0001
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):


£	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))

Item 5.0302 ~~Amendments~~Departure toof ~~Articles~~Directors or Certain Officers; Election of ~~Incorporation~~Directors; orAppointment ~~Bylaws~~of Certain Officers; ~~Change~~Compensatory inArrangements ~~Fiscal~~of ~~Year~~Certain Officers.

On(e) Effective ~~November~~December 2517, 2013, ~~and~~the ~~effective~~Compensation ~~immediately,~~Committee of the Board of Directors of CBL & Associates Properties, Inc. (herein the “Company” or “CBL”), ~~pursuant~~approved a special restricted stock award to Stephen D. Lebovitz, the ~~prior~~Company’s ~~recommendation~~President and Chief Executive Officer. Based on the analysis of an independent compensation consultant engaged by the ~~Board~~Compensation Committee to review Mr. Lebovitz’s ~~Nominating/Corporate~~compensation ~~Governance~~in ~~Committee,~~relation ~~approved~~to ~~amendments~~the compensation of similarly situated executives at a peer group of publicly traded real estate investment trusts (“REITs”) determined by the consultant to ~~Section~~be ~~2.7~~comparable to CBL, and in light of the Company’s ~~Amended~~performance during the most recently completed three and ~~Restated~~five ~~Bylaws~~year (periods as described below, the ~~“Bylaws”)~~Committee determined that it was in the best interest of the Company and its shareholders to compensate Mr. Lebovitz with a one-time special grant of restricted shares. ~~These~~The ~~amendments~~Compensation Committee does not have a historical practice of making such awards and does not foresee similar grants in the near future. This decision was based, in part, on a review of information assembled by the consultant which ~~revise~~indicated that CBL’s total shareholder return for the ~~timing~~most ~~of,~~recently completed three and ~~specify~~five ~~additional~~year ~~information~~performance ~~required~~periods ranked in ~~connection~~the ~~with~~92nd and 74th percentiles, respectively, as compared to the ~~nomination~~REITs included in the designated peer group. As a result, the Committee, working with its independent compensation consultant, concluded that this special compensatory award was appropriate in recognition of ~~directors~~Mr. Lebovitz’ contributions to the Company’s performance through his leadership as President and Chief Executive Officer during this period. This restricted stock grant will be subject to a five-year vesting schedule and to the ~~proposal~~other terms and conditions applicable to awards of ~~other~~restricted ~~business~~stock byunder ~~shareholders,~~the ~~may~~Company’s be2012 ~~summarized~~Stock Incentive Plan, as ~~follows~~described below. The Compensation Committee believes that this award accomplishes two goals: first, to appropriately compensate Mr. Lebovitz for his contributions to a period of strong performance by CBL as described above; and second, to do so in a manner that further aligns Mr. Lebovitz’ interests with those of CBL's shareholders.

~~Advanced~~Pursuant ~~Notice Provisions. As amended, the Bylaws are intended~~ to ~~better assure that stockholders and~~ the ~~Company~~grant, ~~have~~Mr. aLebovitz ~~reasonable~~will ~~opportunity~~receive to142,166 ~~consider~~shares ~~nominations~~of ~~and~~restricted ~~other~~stock, ~~business~~based ~~proposed~~on toan beoverall ~~brought~~value ~~before a meeting~~ of ~~stockholders~~$2,500,000 ~~and~~divided toby ~~allow~~$17.585, ~~for~~which ~~full~~was ~~consideration by~~ the ~~Board~~average of ~~Directors and stockholders of information relevant to (A)~~ the ~~qualifications~~high ofand ~~any~~low ~~stockholder-nominated~~sales ~~candidate~~prices toreported ~~serve~~for ~~as a director of~~ the Company,’s ~~(B) the~~common ~~status~~stock ofon ~~any~~the ~~person~~New ~~introducing~~York ~~such~~Stock ~~director~~Exchange ~~nomination~~on orDecember ~~other~~17, ~~business~~2013. The asremaining aterms ~~stockholder~~ of ~~the~~this ~~Company~~restricted ~~entitled~~stock toaward doare sosubstantially ~~and~~identical ~~qualified~~ to ~~vote on~~ the ~~matter~~current ~~and~~terms ~~(C)~~of ~~any~~all ~~relationships~~other ~~between~~annual ~~the~~restricted ~~stockholder~~stock ~~proponent~~awards ~~and~~made ~~any~~under ~~director~~the ~~nominee,~~Company’s or2012 ~~any~~Stock ~~direct~~Incentive orPlan, ~~indirect~~which ~~interests that the proponent~~ may ~~have~~be insummarized ~~the~~as ~~proposed business. The amendments, among other things~~follows:

• ~~Provide~~The ~~that~~grantee ~~nominations~~generally ofhas ~~persons~~all ~~for election to the Board and the proposal~~ of ~~other business to be considered by~~ the ~~stockholders~~rights ~~may be made at an annual meeting~~ of ~~stockholders~~a ~~only~~stockholder ~~(A)~~during ~~pursuant to~~ the ~~Company’s~~vesting/restricted ~~notice of meeting (or any supplement thereto)~~period, ~~(B)~~including ~~by or at~~ the ~~direction~~right ~~of the Board of Directors, (C) in the case of proposed business, by or at the direction of the Chairman of the Board of Directors, unless a majority of the directors then in office object~~ to ~~such~~receive ~~business~~dividends ~~being~~on ~~conducted at~~ the ~~meeting,~~same orbasis ~~(D)~~and ~~by any stockholder of the Company who (i) was a stockholder of record~~ at the ~~time~~same ~~the~~rate ~~notice~~as ~~provided~~all ~~for~~other ~~pursuant~~outstanding toshares ~~the Bylaws is delivered to the Secretary~~ of ~~the~~common ~~Company~~stock and at the ~~time~~right ~~of the annual meeting, (ii) is entitled~~ to vote ~~at the meeting, and (iii) complies with the notice procedures set forth in the Bylaws as to~~ such ~~business~~shares oron ~~nomination.~~any ~~Clause~~matter ~~(D)~~on ofwhich ~~the~~holders preceding sentence shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters or nominations properly brought under Rule 14a-8 under the Securities Exchange Act of ~~1934, as amended (~~the ~~“Exchange Act”) and included in the~~ Company’s ~~proxy~~common ~~statement)~~stock atare anentitled ~~annual~~to ~~meeting of stockholders~~vote.

• ~~Revise~~The shares generally are not transferable during the ~~timing~~restricted ofperiod, aexcept ~~stockholder’s~~for ~~notice~~any oftransfers ~~director~~which ~~nominations~~may orbe ~~other~~required ~~proposed~~by ~~business:~~law (such as pursuant to a domestic relations order).

~~(i) at~~• anIf ~~annual meeting of stockholders to not later than~~ the ~~close of business on the 90th day and not earlier than the 120th day prior to the first anniversary of the preceding year~~grantee’s ~~annual~~employment ~~meeting~~terminates ~~(provided,~~during ~~however, that if~~ the ~~date~~restricted ofperiod ~~the~~for ~~annual~~any ~~meeting~~reason isother ~~advanced by more~~ than 30death, ~~days~~disability, or ~~delayed~~retirement byafter ~~more~~reaching ~~than~~age 6070 ~~days~~with ~~from~~at ~~such~~least ~~anniversary~~10 ~~date,~~years ~~notice by the stockholder must be delivered not earlier than the close~~ of ~~business~~continuous onservice, the ~~120th~~award ~~day~~agreements ~~prior~~provide tothat ~~such~~any ~~annual~~non-vested ~~meeting~~portion ~~and not later than the close~~ of ~~business on~~ the ~~later~~restricted ofstock ~~the~~award ~~90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting~~ is ~~first~~immediately ~~made~~forfeited by ~~the~~such ~~Company); and~~ grantee.

~~(ii) at~~• aIf ~~special~~employment ~~meeting~~terminates ofduring ~~stockholders~~the torestricted ~~(A)~~period ~~not~~due ~~later~~to ~~than~~death ~~the~~or ~~close~~disability of(as ~~business~~defined onin the ~~later~~award), ofor if the ~~90th~~grantee ~~day~~attains ~~prior~~the toage ~~the~~of ~~special~~70 ~~meeting~~with 10 years or ~~the~~more ~~10th~~continuous ~~day~~service ~~following~~with the ~~day~~Company, onits ~~which~~subsidiaries ~~public~~or ~~announcement~~affiliates, isany ~~made~~portion of the ~~date~~restricted ofstock ~~the~~award ~~special~~that ~~meeting~~is ~~and~~not ofvested ~~the~~as ~~nominees~~of ~~proposed to be elected at~~ such ~~meeting,~~date ifshall ~~any,~~immediately ~~and~~become ~~(B)~~fully ~~not~~vested ~~earlier~~in ~~than~~ the ~~120th~~officer ~~day~~or ~~prior~~his toestate, ~~the~~as ~~special meeting~~applicable.

• ~~Require~~The ~~additional~~shares ~~information~~vest toover bea ~~provided~~five in(5) ayear ~~stockholder’s~~period, ~~notice~~with inrestrictions ~~connection~~expiring ~~with~~on ~~director~~20% ~~nominations~~of orthe ~~other~~shares ~~proposed~~subject ~~business,~~to aseach ~~follows:~~award annually beginning on the first anniversary of the date of grant.

(i) require that a stockholder nominating a person for election as a director provide additional information regarding the nominee to enable the Company to assess the proposed nominee’s overall

qualifications to serve as a director and to determine whether the proposed nominee qualifies as an independent director and otherwise is in compliance with the Company’s policies and guidelines applicable to directors;

(ii) require each stockholder nominating a person for election as a director or proposing other business, each Stockholder Associated Person of such stockholder (as defined below), if any, and each proposed director nominee to disclose additional information regarding such persons’ interest (and the interest of related persons) in the matters being proposed, arrangements between such persons and their respective affiliates or associates (if any) concerning the proposed nomination or other business and (to the extent known by such person) the name and address of other stockholders supporting the proposed nomination or other business, the interests of such persons and related persons in the Company’s stock (including disclosure of agreements that involve options, warrants, stock appreciation or similar rights and any other hedging, derivative or short positions or similar arrangements, and agreements that involve acquiring, voting, holding or disposing of the Company’s stock), whether the proponent is a record holder of the Company’s stock who is entitled to vote and intends to appear in person or by proxy at the meeting to propose such business or nomination, and whether such persons intend to solicit proxies in support of the proposed business or nominee; and

(iii) require information provided to the Company to be updated and supplemented so that all applicable information is true and correct as of the record date and within 15 days prior to the applicable meeting or any adjournment or postponement thereof.

• Define “Stockholder Associated Person” to mean (a) any person acting in concert with such stockholder, (b) any beneficial owner of shares of the Company’s stock owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (c) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.

• Provide that, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting (as applicable) to present a director nomination or proposed business, such nomination shall be disregarded or such proposed business shall not be transacted, notwithstanding that the Company may have received proxies in respect of such vote.

Effect on Deadline for Certain Stockholder Proposals for 2014 Annual Meeting. As a result of the amendment to Section 2.7 of the Bylaws described above, any director nomination or stockholder proposal intended to be presented for consideration at the Company’s 2014 annual meeting of stockholders, but not intended to be considered for inclusion in the Company’s proxy statement and form of proxy relating to such meeting pursuant to Exchange Act Rule 14a-8, must be received by the Secretary of the Company at the Company’s executive offices located at 2030 Hamilton Place Blvd., Suite 500, CBL Center, Chattanooga, Tennessee 37421-6000, between January 13, 2014 and the close of business on February 12, 2014, to be considered timely. Such notice must also comply with the other provisions of the Company’s Bylaws and applicable law.


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description
Exhibit Number		Description
3.3		CBL & Associates Properties, Inc. Amended and Restated Bylaws, as amended through November 25, 2013.
10.5.4		CBL & Associates Properties, Inc. 2012 Stock Incentive Plan.† Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 10, 2012.*
10.5.6		Form of Stock Restriction Agreement for Restricted Stock Awards under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan (effective May 2013)† Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 17, 2013. *

† A management contract or compensatory plan or arrangement.

*SEC File No. 1-12494

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.

/s/ Farzana K. Mitchell

___________________________________

Farzana K. Mitchell

Executive Vice President -

Chief Financial Officer and Treasurer

Filing Compare · CBL & ASSOCIATES LIMITED PARTNERSHIP