8-K

SIMON PROPERTY GROUP INC. (SPG)

8-K 2022-05-12 For: 2022-05-11
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Added on April 07, 2026

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 11, 2022

SIMON

PROPERTY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-14469 04-6268599
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
225 West Washington Street<br><br> <br>Indianapolis**, Indiana** 46204
---
(Address<br> of principal executive offices)

(317)

636-1600

(Registrant’s telephone number, including area code)

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
--- ---
¨ Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securitiesregistered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbols Name of each exchange on which registered
Common<br> stock, $0.0001 par value SPG New<br> York Stock Exchange
8^3/8^%<br> Series J Cumulative Redeemable Preferred Stock, $0.0001 par value SPGJ New<br> York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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

At the 2022 Annual Meeting of shareholders of Simon Property Group, Inc. (the “Company”), held on May 11, 2022, the Company’s shareholders voted on the following business items which were set forth in the notice for the meeting:

Proposal 1 — Election of Directors: a proposal to elect eleven (11) directors each for a one-year term ending at the 2023 Annual Meeting of Shareholders. All of the nominees for director received the requisite votes to be elected;

Proposal 2 — Advisory Vote to Approve the Compensation of our Named Executive Officers: a proposal to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Company’s proxy statement received over 93% of the votes cast; and

Proposal 3 — Ratification of Independent Registered Public Accounting Firm: a proposal to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022 received the requisite votes to be ratified.

The vote tabulation for each proposal is as follows:
Proposal 1 — Election of Directors
FOR AGAINST ABSTAIN BROKER<br>NON-VOTE
--- --- --- --- ---
Glyn F. Aeppel 249,404,738 7,620,984 584,593 25,128,130
Larry C. Glasscock 241,439,159 15,582,932 588,224 25,128,130
Karen N. Horn, Ph.D. 209,925,822 45,761,591 1,922,902 25,128,130
Allan Hubbard 239,305,452 17,716,119 588,744 25,128,130
Reuben S. Leibowitz 222,800,802 34,224,311 585,202 25,128,130
Gary M. Rodkin 246,443,177 10,578,360 588,778 25,128,130
Peggy Fang Roe 255,898,491 1,139,852 571,972 25,128,130
Stefan M. Selig 248,958,104 8,066,405 585,806 25,128,130
Daniel C. Smith, Ph.D. 245,574,208 11,450,616 585,491 25,128,130
J. Albert Smith, Jr. 223,289,245 33,722,165 598,905 25,128,130
Marta R. Stewart 255,705,622 1,328,138 576,555 25,128,130

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

BROKER
FOR AGAINST ABSTAIN NON-VOTE
240,071,798 16,672,924 865,593 25,128,130

Proposal 3 — Ratification of Independent Registered Public Accounting Firm

FOR AGAINST ABSTAIN
274,463,173 8,100,732 174,540

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.

Dated: May 12, 2022

SIMON PROPERTY GROUP, INC.
By: /s/<br> Steven E. Fivel
Name: Steven E. Fivel
Title: General Counsel and Secretary