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): May 8, 2024
SIMON PROPERTY GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14469 | 04-6268599 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer |
| incorporation) | | Identification No.) |
225 West Washington Street Indianapolis, Indiana | 46204 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (317) 636-1600
Not Applicable
(Former name or former address, 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:
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading
Symbol | | Name of each exchange on which
registered |
| Common stock, $0.0001 par value | | SPG | | New York Stock Exchange |
| 83/8% Series J Cumulative Redeemable Preferred Stock, $0.0001 par value | | SPGJ | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 5.07 Submission of Matters to a Vote of Security Holders
The 2024 Annual Meeting of shareholders of Simon Property Group, Inc. (the “Company”) was held on May 8, 2024 (the “Meeting”).
The vote tabulation for each proposal considered at the Meeting is as follows:
Proposal 1 - Election of Directors
The Company’s shareholders elected each of the following directors to serve until the Company’s 2025 annual meeting of shareholders and until their successors have been duly elected and qualified by the following votes:
| | | FOR | | AGAINST | | ABSTAIN | | BROKER
NON-VOTE |
| Glyn F. Aeppel | | 175,745,660 | | 90,736,650 | | 636,104 | | 21,839,544 |
| Larry C. Glasscock | | 182,866,047 | | 83,450,505 | | 801,862 | | 21,839,544 |
| Allan Hubbard | | 186,075,618 | | 80,241,813 | | 800,983 | | 21,839,544 |
| Nina P. Jones | | 266,013,216 | | 510,864 | | 594,334 | | 21,839,544 |
| Reuben S. Leibowitz | | 237,825,897 | | 28,687,541 | | 604,976 | | 21,839,544 |
| Randall J. Lewis | | 264,448,959 | | 2,061,699 | | 607,756 | | 21,839,544 |
| Gary M. Rodkin | | 187,362,524 | | 78,949,775 | | 806,115 | | 21,839,544 |
| Peggy Fang Roe | | 187,600,113 | | 78,883,363 | | 634,938 | | 21,839,544 |
| Stefan M. Selig | | 262,886,941 | | 3,626,807 | | 604,666 | | 21,839,544 |
| Daniel C. Smith, Ph.D. | | 258,961,000 | | 7,545,507 | | 611,907 | | 21,839,544 |
| Marta R. Stewart | | 262,950,931 | | 3,566,817 | | 600,666 | | 21,839,544 |
The voting trustees who vote the Company’s Class B common stock voted all 8,000 outstanding Class B shares for the election of the following three (3) persons as directors:
David Simon
Herbert Simon
Richard S. Sokolov
Proposal 2 - Advisory Vote to Approve the Compensation of our Named Executive Officers
The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the following votes:
| FOR | | AGAINST | | ABSTAIN | | BROKER
NON-VOTE |
| 251,074,430 | | 15,254,606 | | 789,378 | | 21,839,544 |
Proposal 3 - Ratification of Independent Registered Public Accounting Firm
The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024 by the following votes:
| FOR | | AGAINST | | ABSTAIN |
| 276,698,085 | | 12,095,029 | | 164,844 |
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 thereunto duly authorized.
Date: May 8, 2024
| | SIMON PROPERTY GROUP, INC. |
| | | |
| | By: | /s/ Steven E. Fivel |
| | | Steven E. Fivel |
| | | Secretary and General Counsel |
