8-K

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 AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  December 11, 2009

CBL & ASSOCIATES PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-12494	62-154718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Suite 500, 2030 Hamilton Place Blvd, 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):

 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

(c)           At a meeting held on December 11, 2009, the Board of Directors of CBL & Associates Properties, Inc. (the “Company”) approved the promotion of Stephen D. Lebovitz, who has served as President and Secretary of the Company since 1999, to the position of President and Chief Executive Officer of the Company, effective January 1, 2010.  Additional information concerning Stephen Lebovitz is incorporated herein by reference from those sections of the Company’s Proxy Statement for its 2009 Annual Meeting of Stockholders entitled “Directors and Executive Officers” and “Certain Relationships and Related Person Transactions.”  The Company’s current Chairman and Chief Executive Officer, Charles B. Lebovitz, will continue to serve as executive Chairman of the Board of Directors, maintaining an integral role in the Company’s ongoing operations and leadership.

(e)           On December 11, 2009, the Company’s Board of Directors also approved a Company-wide NOI Growth Incentive Plan for the 2010 calendar year, applicable to all full-time employees who are employed with the Company throughout the period commencing January 1, 2010 and ending on the date of any payout under the plan (anticipated to occur in February 2011).  Under this plan, each participating employee will be eligible to receive an incentive payment equal to 5% of their 2010 base salaries (excluding all other bonuses or incentives of any type) for each full 1% growth in the Company’s same-center 2010 Portfolio Net Operating Income (NOI) over 2009 actual Portfolio NOI.  Same-center Portfolio NOI, and the associated growth percentage for purposes of this plan, will be measured as reported for GAAP purposes in the Company’s financial statements, and partial percentage point increases will not be counted in determining the amount of any incentive payout.  Since incentive payments under this plan will only be triggered if the Company realizes incremental positive improvements in 2010 Portfolio NOI, they will not be subject to the Company’s previously announced decision that all other annual employee bonuses will be subject to a 50% reduction in light of current economic conditions and the Company’s ongoing cost containment policies.

The following table illustrates the potential incentive payments under this plan, for each full 1% growth in the Company’s same-center 2010 Portfolio Net Operating Income, to the three individuals who currently qualify as “named executive officers” of the Company pursuant to Item 402(a)(3) of Securities and Exchange Commission Regulation S-K:

Name:	Title Effective January 1, 2010:	Base Salary:	Potential 5% Bonus for Each 1% Growth in 2010 Same-Center Portfolio NOI:
Charles B. Lebovitz	Chairman of the Board of Directors	$592,833	$29,642
John N. Foy	Vice Chairman of the Board, Chief Financial Officer, Secretary and Treasurer	$526,320	$26,316
Stephen D. Lebovitz	Director, President and Chief Executive Officer	$525,000	$26,250

Item 7.01 Regulation FD Disclosure.

In conjunction with the promotion of Stephen D. Lebovitz from his present position as President and Secretary of the Company to the positions of President and Chief Executive Officer, the Board of Directors also determined that John N. Foy, currently Vice Chairman of the Board of Directors, Chief Financial Officer and Treasurer of the Company will be promoted by assuming the role of Secretary of the Company, in addition to his current executive positions, effective January 1, 2010.  The Board also approved the following additional senior executive promotions, all to be effective January 1, 2010:

·   Michael I. Lebovitz, currently Chief Development Officer – Senior Vice President of the Company, will be promoted to the position of Executive Vice President – Development and Administration.

·   Farzana K. Mitchell, currently Senior Vice President – Finance of the Company, will be promoted to the position of Executive Vice President – Finance.

·   Augustus N. Stephas, currently Chief Operating Officer – Senior Vice President of the Company, will be promoted to the position of Executive Vice President – Chief Operating Officer.

The Company’s press release announcing these executive promotions is included as an exhibit to this report.

Item 9.01 Financial Statements and Exhibits.

(a)           Financial Statements of Businesses Acquired

Not applicable

(b)           Pro Forma Financial Information

Not applicable

(c)           Exhibits

Exhibit Number	Description
99.1	Press Release – CBL Announces Stephen D. Lebovitz Appointed Chief Executive Officer

SIGNATURE

     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/ John N. Foy

                                                                       John N. Foy

                                                 Vice Chairman, Chief Financial Officer

                       and Treasurer

Date: December 14, 2009

EX-99.1

Exhibit 99.1

Contact:  Katie Reinsmidt, Vice President- Corporate Communications and Investor Relations, 423.490.8301, katie_reinsmidt@cblproperties.com

CBL ANNOUNCES STEPHEN D. LEBOVITZ APPOINTED

CHIEF EXECUTIVE OFFICER

Charles B. Lebovitz to Serve as Executive Chairman of the Board of Directors

Gus Stephas, Farzana Mitchell and Michael Lebovitz Each Promoted to Executive Vice President

CHATTANOOGA, Tenn. (December 14, 2009) - CBL & Associates Properties, Inc. (NYSE: CBL) today announced that its Board of Directors has promoted Stephen D. Lebovitz to serve as Chief Executive Officer of the Company effective January 1, 2010, in addition to his current position as President.  Current Chairman and Chief Executive Officer, Charles B. Lebovitz, will continue to serve as executive Chairman of the Board, maintaining an integral role in the Company’s ongoing operations and leadership.

“It is with a great deal of excitement and confidence that we announce Stephen’s promotion to Chief Executive Officer,” said Charles B. Lebovitz, Chairman of the Board.  “Since joining CBL over 20 years ago, Stephen has earned tremendous respect both throughout the industry and within the CBL organization for his expertise and thoughtful leadership. He has been closely involved with every aspect of the Company’s operations, including serving as a principal in each major company transaction since CBL’s initial public offering in 1993.  With Stephen’s continued vision and guidance, we look forward to carrying CBL’s legacy of success into the future.”

John Foy, Vice Chairman and Chief Financial Officer commented, “During his decades of service to CBL, Stephen has maintained a critical role in guiding the Company’s growth.  His appointment to CEO is a natural progression given his tremendous industry knowledge, personal integrity and clear vision.  I am looking forward to continuing to work along-side Stephen in leading this outstanding organization as we look to further strengthen CBL and capitalize on the next set of opportunities.”

 -MORE-

“I am thrilled to have the opportunity to lead this exceptional company,” said Stephen Lebovitz, Chief Executive Officer-elect.  “During my time with CBL, I have regarded its ongoing success and growth as my most important priority.  It is an honor to be able to continue to execute on this goal as CEO.  With CBL’s quality team of professionals and extensive network of strong relationships, I am positive that together we will deliver outstanding results for many years to come.”

CBL’s leadership team, including Charles Lebovitz, Stephen Lebovitz, and John Foy, together have provided strategic direction to CBL for more than 20 years, guiding the Company’s major achievements and generating tremendous growth.  That collaboration will now be enhanced with the promotions of Gus Stephas to Executive Vice President and Chief Operating Officer, Farzana Mitchell to the role of Executive Vice President – Finance and Michael Lebovitz to the role of Executive Vice President – Development and Administration.

Stephen Lebovitz added, “I am also delighted to announce the promotions of Gus, Farzana and Michael as well as their important addition to our Company’s executive management team.  Each has made major contributions to CBL, and I am confident that their in-depth professional knowledge and expertise will continue to be an important asset to me and to the Company in the years ahead.”

Since joining CBL’s Predecessor in 1988 and founding the regional office in Boston, Stephen Lebovitz has served as Executive Vice President – Development/Acquisitions, Executive Vice President – Development, Senior Vice President – New England Office, Senior Vice President – Community Center Development and Treasurer of the Company, and since February 1999 as President and Secretary of the Company.  Mr. Lebovitz has also served as a Director of the Company since the completion of its initial public offering in November 1993.  Before joining CBL’s Predecessor, Mr. Lebovitz was affiliated with Goldman, Sachs & Co. from 1984 to 1986.  He holds a MBA from Harvard University and a bachelor’s degree from Stanford University.  He is a past Trustee, State Director, State Operations Director and Divisional Vice President of the International Council of Shopping Centers.  Mr. Lebovitz is also an active member of the National Association of Real Estate Investment Trusts and the Urban Land Institute.

About CBL & Associates Properties, Inc.

CBL is one of the largest and most active owners and developers of malls and shopping centers in the United States. CBL owns, holds interests in or manages 163 properties, including 88 regional malls/open-air centers. The properties are located in 27 states and total 87.8 million square feet including 3.0 million square feet of non-owned shopping centers managed for third parties. CBL currently has one project under construction totaling 500,000 square feet, The Pavilion at Port Orange in Port Orange, FL. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, Dallas (Irving), TX, and St. Louis, MO.  Additional information can be found at cblproperties.com.

Information included herein contains "forward-looking statements" within the meaning of the federal securities laws.  Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated.  Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements.  The reader is directed to the Company's various filings with the Securities and Exchange Commission, including without limitation the Company's Annual Report on Form 10-K and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" incorporated by reference therein, for a discussion of such risks and uncertainties.

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