8-K

SIMON PROPERTY GROUP INC. (SPG)

8-K 2021-05-13 For: 2021-05-12
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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 12, 2021

SIMON

PROPERTY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-14469 04-6268599
(Simon Property Group, Inc.) (Simon Property Group, Inc.) (Simon Property Group, Inc.)
225 West Washington Street<br><br> <br>Indianapolis,<br> 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 communications pursuant to Rule 425 under<br>the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under<br>the Exchange Act (17 CFR 240.14a-12)
--- ---
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
--- ---
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under<br>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 York Stock Exchange
8^3/8^%<br> 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 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 2021 Annual Meeting of shareholders of Simon Property Group, Inc. (the “Company”), held on May 12, 2021, 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 ten (10) directors each for a one-year term ending at the 2022 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 92% 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 2021 received the requisite votes to be ratified.

The vote tabulation for each proposal<br> is as follows:
Proposal 1 — Election of Directors
FOR AGAINST ABSTAIN BROKER<br> NON-VOTE
--- --- --- --- --- --- --- --- ---
Glyn F. Aeppel 247,279,405 5,473,511 523,566 27,054,812
Larry C. Glasscock 242,494,955 10,322,584 458,943 27,054,812
Karen N. Horn, Ph.D. 214,385,563 38,445,824 445,095 27,054,812
Allan Hubbard 239,802,780 13,018,076 455,626 27,054,812
Reuben S. Leibowitz 234,043,320 18,776,597 456,565 27,054,812
Gary M. Rodkin 246,129,584 6,688,778 458,120 27,054,812
Stefan M. Selig 221,632,493 31,188,945 455,044 27,054,812
Daniel C. Smith, Ph.D. 244,427,519 8,395,093 453,870 27,054,812
J. Albert Smith, Jr. 220,690,666 32,128,921 456,895 27,054,812
Marta R. Stewart 250,889,254 1,942,930 444,298 27,054,812

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

FOR AGAINST ABSTAIN BROKER NON-VOTE
233,663,146 18,995,882 617,454 27,054,812

Proposal 3 — Ratification of Independent Registered Public Accounting Firm

FOR AGAINST ABSTAIN
276,793,332 3,337,894 200,068

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 13, 2021

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