CBL & Associates Properties (CBL) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 22, 2025, with shareholders able to vote and submit questions online.

• Shareholders will vote on the re-election of seven directors, ratification of Deloitte as auditor, and an advisory say-on-pay vote for executive compensation.

• The company emphasizes strong corporate governance, ESG initiatives, and shareholder engagement.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) re-election of seven directors for one-year terms, (2) ratification of Deloitte as independent auditor for 2025, and (3) advisory approval of executive compensation.

• Board recommends voting in favor of all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 23, 2025.

Board of directors and corporate governance

• Six of seven director nominees are independent; the board is led by a non-executive chairman.

• Board committees (Audit, Compensation, Nominating/Corporate Governance) are fully independent.

• Annual board and committee evaluations are conducted; directors are elected annually.

• Minimum stock ownership requirements and director resignation policy are in place.

• Board diversity: 14% gender, 29% racial/ethnic; average tenure is 7 years.