8-K
SIMON PROPERTY GROUP INC. (SPG)
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 4, 2023
SIMON
PROPERTY GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14469 | 04-6268599 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation) | File<br> Number) | Identification<br> No.) |
| 225 West Washington Street<br><br> <br>Indianapolis**,** Indiana | 46204 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> 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<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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | 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 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 2023 Annual Meeting of shareholders of Simon Property Group, Inc. (the “Company”) was held on May 4, 2023 (the “Meeting”).
| The vote tabulation for each proposal considered at<br> the Meeting is as follows: | ||||
|---|---|---|---|---|
| Proposal 1 - Election of Directors | ||||
| FOR | AGAINST | ABSTAIN | BROKERNON-VOTE | |
| --- | --- | --- | --- | --- |
| Glyn F. Aeppel | 198,066,720 | 55,618,138 | 679,136 | 25,531,954 |
| Larry C. Glasscock | 189,697,616 | 63,980,648 | 685,730 | 25,531,954 |
| Allan Hubbard | 153,628,661 | 99,386,894 | 1,348,439 | 25,531,954 |
| Reuben S. Leibowitz | 135,490,384 | 118,188,101 | 685,509 | 25,531,954 |
| Randall J. Lewis | 252,516,428 | 1,159,866 | 687,700 | 25,531,954 |
| Gary M. Rodkin | 197,101,410 | 56,577,875 | 684,709 | 25,531,954 |
| Peggy Fang Roe | 197,924,606 | 55,763,440 | 675,948 | 25,531,954 |
| Stefan M. Selig | 241,554,357 | 12,126,391 | 683,246 | 25,531,954 |
| Daniel C. Smith, Ph.D. | 235,699,152 | 17,982,002 | 682,840 | 25,531,954 |
| Marta R. Stewart | 251,603,998 | 2,069,597 | 690,399 | 25,531,954 |
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 |
| 28,035,146 | 225,451,008 | 877,840 | 25,531,954 |
Proposal 3 - Ratification of Independent Registered Public Accounting Firm
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
| 267,761,410 | 11,881,645 | 252,893 |
Proposal 4 - Advisory Vote to Approve the Frequency of Executive Compensation Advisory Votes
| BROKER | ||||
|---|---|---|---|---|
| 1 Year | 2 Years | 3 Years | ABSTAIN | NON-VOTE |
| 247,864,380 | 379,718 | 5,348,709 | 771,187 | 25,531,954 |
Based on these results, the Board has determined that the Company will hold Say-on-Pay votes every year, until the next required advisory vote on the frequency of Say-on-Pay votes.
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 5, 2023
| SIMON PROPERTY GROUP, INC. | ||
|---|---|---|
| By: | /s/ Steven E. Fivel | |
| Steven E. Fivel | ||
| Secretary and General Counsel |