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 Exchange Act of 1934

Date of Report (Date of earliest event reported): January 8, 2024

SIMON

PROPERTY GROUP, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Principal Officers; Electionof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 8, 2024, the Board of Directors (the “Board”) of Simon Property Group, Inc. (the “Company”), upon the recommendation of its Governance and Nominating Committee (the “Committee”) appointed Ms. Nina P. Jones to the Board, effective as of January 8, 2024, to serve for the balance of the term expiring at the Company’s 2024 annual meeting of stockholders. Ms. Jones’s appointment fills a vacancy on the Board associated with the retirement of a non-employee director in March 2023. As of the date of this filing, Ms. Jones’s committee appointments have not yet been determined. The Committee and the Board have determined that Ms. Jones is independent under the requirements of the New York Stock Exchange, and there are no arrangements or understandings between Ms. Jones and any other persons pursuant to which Ms. Jones was appointed a director of the Company. Ms. Jones does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

As a non-employee director, Ms. Jones will participate in the non-employee director compensation arrangements described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2023 and incorporated herein by reference. In addition, the Company expects that Ms. Jones will enter into the Company’s standard form of director indemnity agreement, which was filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-4 filed with the SEC on August 13, 1998 and is incorporated herein by reference.

A copy of the Company’s press release announcing the appointment of Ms. Jones is attached hereto as Exhibits 99.1, and the information set forth therein is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

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: January 9, 2024

Exhibit99.1

Contacts:

Simon PropertyGroup Announces Appointment of Nina P. Jones to Board of Directors

INDIANAPOLIS, January 9, 2024 — Simon^®^, a real estate investment trust engaged in the ownership of premier shopping, dining, entertainment and mixed-use destinations, announced today that Nina P. Jones has been appointed to its Board of Directors, effective January 8, 2024. Ms. Jones retired from T. Rowe Price where she most recently served as Vice President, Portfolio Manager, of the U.S. Real Estate Equity Strategy.

Ms. Jones also served as global team leader for real estate at T. Rowe Price including as portfolio manager of the Global Real Estate Equity Strategy. She was an Investment Advisory Committee member of the Mid-Cap Value, Institutional Large-Cap Value, Global Growth, Global Stock, and Financial Services strategies for T. Rowe. Prior to T. Rowe, Ms. Jones worked as a Senior Associate for KPMG, earning the CPA designation. Ms. Jones earned her BS in accounting and finance from the University of Maryland before obtaining her MBA from Columbia University, Graduate School of Business with Honors.

Larry Glasscock, Lead Independent Director, said, “On behalf of my fellow Board members, I welcome Nina to our Board. We are pleased that she accepted this role and are confident that she will have much to offer the Company with her exceptional background.”

David Simon, Chairman of the Board, Chief Executive Officer and President, remarked, “She brings a unique perspective, and further strengthens our incredibly strong board, as a former institutional real estate investment professional.”

About Simon

Simon^®^ is a real estate investment trust engaged in the ownership of premier shopping, dining, entertainment and mixed-use destinations and an S&P 100 company (Simon Property Group, NYSE: SPG). Our properties across North America, Europe and Asia provide community gathering places for millions of people every day and generate billions in annual sales.