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with the Company's Code of Business Conduct and Ethics, which can be found atcodeofconduct.simon.com and advises the Board with respect to the Company's policies and procedures regarding compliance with the Company's Code of Business Conduct and Ethics. In addition, each of the Board's standing committees reviews its written charter on an annual basis to consider whether any changes are required. These charters are located on our website atcommitteecomposition.simon.com and our Code of Business Conduct and Ethics atcodeofconduct.simon.com. TheIn addition to clicking on the preceding links, the current version of each of these documents is available by clicking on any of the previous links or by visitingwww.simon.com, and navigating to "Governance" by visiting the Corporate Governance section atinvestors.simon.comclicking on "Investors", or by requesting a printed copy in print without charge upon written request to our Secretary at 225 West Washington Street, Indianapolis, Indiana 46204.

We will also either disclose on Form 8-K and/or post on our Internet website any substantive amendment to, or waiver from, a provision of the Code of Business Conduct and Ethics that applies to any of our directors or executive officers.

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Table of ContentsACCESS BY-LAW

In March 2017, after extensive analysis, the Governance and Nominating Committee recommended, and the Board adopted, through an amendment to our Amended and Restated By-Laws (the "By-Laws"), the ability of a stockholder, or a group of up to 20 stockholders, owning at least three percent of the Company's outstanding Class A common stock continuously for at least three years, to nominate and include in the Company's proxy materials director nominees constituting up to the greater of two nominees or 20% of the number of directors on the Board that the Class A common stockholders are entitled to elect, provided that the stockholders and the nominees satisfy the requirements in our By-Laws. Proxy access will first apply with respect to the Company's 2018 annual meeting of stockholders.

CORPORATE GOVERNANCE OF THE COMPANY

MAJORITY VOTE STANDARD FOR ELECTION OF DIRECTORS

Our By-Laws provide for a majority votingof votes cast standard for the election of directors. Thisdirectors in an uncontested election. The majority of votes cast standard for purposes of the election of director nominees means that anyin order for a director to be elected, the number of votes cast FOR a director's election must exceed the number of votes cast AGAINST that director's election. Any director who, in an uncontested election, receives a greater number of "against"AGAINST votes than "for"FOR votes must promptly tender his or her resignation to the Board, of Directors, subject to its acceptance. The Governance and Nominating Committee will promptly consider the tendered resignation and recommend to the Board whether to accept or reject it. Both the Governance and Nominating Committee and the Board may consider any factors they deem appropriate and relevant to their actions.

The Board will act on the tendered resignation, taking into account the Governance and Nominating Committee's recommendation. The affected director cannot participate in any part of the process. We will publicly disclose the Board's decision by a press release, a filing with the Securities and Exchange CommissionSEC or other broadly disseminated means of communication within 90 days after the stockholders' vote ishas been certified.

In a contested election (in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors will be a plurality of the votes cast by the holders of shares entitled to vote on the election of directors, provided a quorum is present.

NOMINATIONS FOR DIRECTORS

The Governance and Nominating Committee will consider director nominees recommended by stockholders in accordance with the requirements of our By-Laws.stockholders. A stockholder who wishes to recommend a director candidate in this manner should send such recommendation to our Secretary at 225 West Washington Street, Indianapolis, Indiana 46204, who will forward it to the Governance and Nominating Committee. Any such recommendation shouldshall include a description of the candidate's qualifications for Board service, the candidate's written consent to be considered for nomination and to serve if nominated and elected, andas well as the addresses and telephone numbers for contacting the stockholder and the candidate for more information. A stockholder who wishes to nominate an individual as a director candidate at the annual meeting of stockholders, rather than either recommend the individual to the Governance and Nominating Committee as a nominee shall comply withor utilize the requirementsproxy access process described above and set forth in addition mustSection 1.11 of our By-Laws, shall comply with the advance notice requirements for stockholder nominations set forth in Section 1.10 of our By-Laws.

Our Governance Principles provide that all candidates for election as members of the Board should possess high personal and professional ethics, integrity and values and be committed to representing the long-term interests of our stockholders and otherwise fulfilling the responsibilities of directors as described in our Governance Principles. In 2016, we amended our Governance Principles to clearly reflect and communicate the Board's long-standing diversity goals including, without limitation, the pursuit of racial and gender diversity taking into account the skills and other attributes the Board believes are required for any new director. Our Governance Principles further provide that if our directors should notsimultaneously serve on more than four boards of public companies, including our Board, unlessthen the Board or Governance and Nominating Committee determinesmust determine that serving on more than four

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CORPORATE GOVERNANCE OF THE COMPANY

public company boards does not impair the ability of the director to serve as an effective member of our Board. In recommending candidates to the Board for election as directors, the Governance and Nominating Committee will consider the foregoing minimum qualifications as well as each candidate's credentials, keeping in mind our desire, as stated in our Governance Principles, to have a Board representing diverse experiences and backgrounds, as well as expertise in or knowledge of specific areas that are relevant to our business activities.

COMMUNICATIONS WITH THE BOARD

The Board has implemented a process by which our stockholders and other interested parties may communicate with one or more members of our Board, its committees, or the Independent Directorsindependent directors as a group in a writing addressed to Simon Property Group, Inc., Board of Directors, c/o Secretary, 225 West Washington Street, Indianapolis, Indiana 46204. The Board has instructed our Secretary to promptly forward all such communications to the specified addressees thereof.

STOCKHOLDER ENGAGEMENT AND OUTREACH

The Company continued to engage with stockholders in 20142016 and early 20152017 concerning, among other things, the issuance of the Company's inaugural Sustainability Report.proxy access and voting standards. In addition, since our 20142016 annual meeting, our Compensation Committee hasexecutive officers and certain independent members of our Board have considered the input received from stockholders in(in face-to-face discussions, conference calls, and/or written communication.communication) representing well over 50% of the shares outstanding and entitled to vote at the Annual Meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") requires our directors, executive officers and beneficial owners of more than 10% of our capital stock to file reports of ownership and changes of ownership with the Securities and Exchange CommissionSEC and the New York Stock Exchange.NYSE. Based on our records and other information, we believe that during the year ended December 31, 20142016 all applicable Section 16(a) filing requirements were met.

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Tablemet, other than (i) Forms 4 for each of ContentsDavid Simon, Richard Sokolov, Andrew Juster, Steven Fivel, John Rulli, David Contis, and James Barkley reporting a single transaction by each individual with respect to their annual earning of 2013-2015 LTIP units that had been approved by the Compensation Committee and were inadvertently filed late on March 11, 2016; (ii) Forms 4 reporting a single transaction by each of Brian McDade and Steven Broadwater that were inadvertently filed late on April 14, 2016; and (iii) a Form 4 reporting a single transaction by Steven Broadwater in 2016, which transaction was reported on a Form 5 filed on February 14, 2017.

CORPORATE GOVERNANCE OF THE COMPANY

TRANSACTIONS WITH RELATED PERSONS POLICY

On an annual basis, each director and executive officer is obligated to complete a director and officer questionnaire, which requires disclosure of any transactions with us in which the director or executive officer, or any member of his or her immediate family, has or will have an interest. Pursuant to our Code of Business Conduct and Ethics atcodeofconduct.simon.com, which is also available in the Corporate Governance section of our website atinvestors.simon.com, the Audit Committee must review and approve all related person transactions in which any executive officer, director, director nominee or more than 5% stockholder of the Company, or any of their immediate family members, had, has or will have a direct or indirect material interest. Pursuant to the charter of the Audit Committee, which is available in the Corporate Governance section of our website atinvestors.simon.com, the Audit Committee may not approve a related person transaction unless (1) it is in, or not inconsistent with, our best interests and (2) where applicable, the terms of such transaction are at least as favorable to us as could be obtained from an unrelated third party. Our CharterRestated Certificate of Incorporation requires that at least a majority of our directors be neither our employees nor members or affiliates of members of the Simons.Simon family. Our CharterRestated Certificate of Incorporation further requires that transactions involving usthe Company, individually or in our capacity as general partner of our wholly owned subsidiary, Simon Property Group, L.P., (the "Operating Partnership"), and any entity in which any of the Simons has an interest must, in addition to any other vote that may be required, be approved in advance by a majority of such Independent Directors.independent directors. We currently have seven Independent Directorseight independent directors serving on the Board.

Our General Counsel is charged with reviewing any conflict of interest involving any other employee.

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CORPORATE GOVERNANCE OF THE COMPANY

TRANSACTIONS WITH THE SIMONS

WePursuant to management agreements that provide for our receipt of a management fee and reimbursement of our direct and indirect costs, we have managed since 1993 two shopping centers which are owned by entities in which David Simon and Herbert Simon have ownership interests that were not contributed to the Operating Partnership, pursuant to management agreements that provide for our receipt of a management fee and reimbursement of our direct and indirect costs.Partnership. In addition, in 20142016 we assisted Melvin Simon & Associates, Inc. ("MSA") and certain of its affiliates with placement of the property and casualty insurance programs required for certain retail and other commercial buildings and improvements owned by MSA or its affiliates. In 2014,2016, we received $4,392,441$4,533,622 in fees and reimbursements from MSA and its affiliates for rendering management and insurance-related services to MSA and its affiliates. These agreements have been reviewed and approved by the Audit Committee.

We In 2016, we reimbursed David Simon $1,183,967$1,977,420 for the Company relatedCompany-related business use of his personal aircraft. In addition, we reimbursed MSA $97,450 for maintenance, pilot and other support services that MSA provided with respect to our use of David Simon's personal aircraft. Our reimbursement for use of David Simon's personal aircraft is based upon a below marketbelow-market hourly cost of operating the aircraft and the verified number of hours of ourused for Company business, use, plus reimbursement for certain out-of-pocket expenses. These reimbursements were reviewed and approved by the Audit Committee.

We provide MSA with office space and legal, human resource administration, property specific financing and other support services, and MSA paid us $600,000 for these services in 2014,2016, which is net of our reimbursement of Herbert Simon for costs incurred to operate his personal aircraft when used for Company related business purposes. TheThese payments and reimbursements were reviewed and approved by the Audit Committee.

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PROPOSAL 1:      Election of Directors

The Board of Directors currently consists of teneleven members. Based on the recommendation of the Governance and Nominating Committee, the Board has nominated the following seveneight persons listed as "Nominees for Director to be Elected by Holders of Voting Shares." All of the nominees are current directors.

The voting trustees who vote the Class B common shares, and who have the right to elect four directors, nominated the three persons listed below as "Nominees for Director to be Elected by the Voting Trustees Who Vote the Class B Common Stock". All of the nominees are currently Class B directors.

Our employment agreement with Richard Sokolov contemplates that he will be elected to the Board of Directors, and the voting trustees who vote the Class B common shares have agreed to elect Richard Sokolov to the Board. The voting trustees have an agreement requiring that each of them vote for each other as Class B director nominees.

We expect each nominee for election as a director named in this Proxy Statement will be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees.

The names, principal occupations and certain other information about the nominees for director, as well as key experiences, qualifications, attributes and skills that led the Governance and Nominating Committee to conclude that such person is currently qualified to serve as a director, are set forth on the following pages.

NOMINEES FOR DIRECTOR TO BE ELECTED BY HOLDERS OF VOTING SHARES

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE FOLLOWING INDEPENDENT DIRECTOR NOMINEES:

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		Melvyn E. BergsteinGlyn F. Aeppel Age: 7358 Director since: 20012016 Committees Served: Audit, Governance and Nominating Other Public Directorships: NoneAvalonBay Communities, Inc.				Larry C. Glasscock Age: 6769 Director since: 2010 Committees Served: Lead Independent Director, Audit, Governance and Nominating Other Public Directorships: Zimmer Biomet Holdings, Inc. and Sysco Corporation
Chairman of the Board of Directors of Diamond Management & Technology Consultants, Inc., or Diamond, a management and advisory firm, from 2006 until November 2010, at which time Diamond was sold to PricewaterhouseCoopers LLC. Previously served as ChairmanPresident and Chief Executive Officer of DiamondGlencove Capital, a lifestyle hospitality investment and advisory company that she founded, since 2010. From October 2008 to May 2010, Ms. Aeppel served as Chief Investment Officer of Andre Balazs Properties, an owner, developer and operator of lifestyle luxury hotels. From April 2006 to October 2008, she served as Executive Vice President of Acquisitions and Development for Loews Hotels and was a member of its predecessors, Diamondcluster,executive committee. From April 2004 to April 2006, she was a principal of Aeppel and Associates, a hospitality advisory development company, during which time she assisted Fairmont Hotels and Resorts in expanding in the United States and Europe. Prior to April 2004, Ms. Aeppel held executive positions with Le Meridien Hotels, Interstate Hotels & Resorts, Inc., FFC Hospitality, LLC, Holiday Inn Worldwide and Diamond Technology Partners,Marriott Corporation. Ms. Aeppel currently serves on the board of directors of AvalonBay Communities, Inc. since its founding in 1994. From 1968 to 1989, Mr. Bergstein, where she is a member of the audit committee and chair of the investment and finance committee. She also serves on the board of Exclusive Resorts, LLC, a privately held company. Ms. Aeppel previously served in several capacities with Arthur Andersen & Co.'s consulting division (now Accenture). on the boards of Key Hospitality Acquisition Corporation, Loews Hotels Corporation and Sunrise Senior Living, Inc. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY As the co-founderMs. Aeppel has more than 30 years of a publicly-held consulting company of which he served as its Chairman and Chief Executive Officer or the Chairman and Chief Executive Officer of its predecessors for twelve years, Mr. Bergstein has gained experience in finance, investor relations, compensationproperty acquisitions, development and strategic planning. He servedfinancing. Ms. Aeppel has experience in both public and private companies focusing on the boardacquisition, operation and branding of Arthur Andersen & Co. from 1986 until he resigned from the firm in 1989. During that time, he was elected chairmanhotel properties, including serving as Chief Investment Officer at Andre Balazs Properties and Executive Vice President, Acquisitions and Development, of the Consulting Oversight CommitteeLoews Hotel Corporation. She is a member of the Andersen Board. Early in his Andersen career, he became a CPA in the State of New Jersey (1972). He serves on our Audit Committee and Governance and Nominating Committee. The Board of Directors has determined that he is an "audit committee financial expert".				Former Chairman of WellPoint, Inc. (now Anthem, Inc.) a healthcare insurance company, from November 2005 to March 2010. Mr. Glasscock also served as President and Chief Executive Officer of WellPoint, Inc. from 2004 to 2007. Mr. Glasscock previously served as Chairman, President and Chief Executive Officer of Anthem, Inc. from 2003 to 2004 and served as President and Chief Executive Officer of Anthem, Inc. from 2001 to 2003. Mr. Glasscock also previously served as a director of Anthem, Inc. , and as a director for Sprint Nextel Corporation until 2013. Mr. Glasscock is currently the non-executive Chairman of the Board for Zimmer Biomet Holdings, Inc. and a director of Sysco Corporation. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY Mr. Glasscock served as the Chief Executive Officer of the nation's leading health benefits company for many years. He has experience in leading a large public company, setting and implementing strategic plans, developing and implementing turnaround and growth strategies, and developing talent and participating in successful leadership transitions. Mr. Glasscock also has experience leading acquisitions of companies, particularly over the last 10 years.companies. In addition, he worked in financial services for 20 years and can identify meaningful metrics to assess a company's performance. He also serves, and has served for over 15 years, as a director of other public companies. Mr. Glasscock serves as our Lead Independent Director and serves on our Governance and Nominating Committee and Audit Committee. The Board of Directors has determined that he is an "audit committee financial expert".

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		Karen N. Horn, Ph.D. Age: 7173 Director since: 2004 Committees Served: Governance and Nominating (Chair) Other Public Directorships: Eli Lilly and Company, Norfolk Southern Corporation, T. Rowe Price Mutual FundsNone				Allan Hubbard Age: 6769 Director since: 2009 Committees Served: Compensation, Governance and Nominating Other Public Directorships: None
Dr. Horn has served as Senior Managing Director of Brock Capital Group, a corporate advisory and investment banking firm, since 2003. Retired President, Global Private Client Services and Managing Director of Marsh, Inc., a subsidiary of MMC,Marsh & McLennan Companies, having served in these positions from 1999 to 2003. Prior to joining Marsh, she was Senior Managing Director and Head of International Private Banking at Bankers Trust Company; Chairman and Chief Executive Officer, Bank One, Cleveland, N.A.; President of the Federal Reserve Bank of Cleveland; Treasurer of Bell of Pennsylvania; and Vice President of First National Bank of Boston. Ms. Horn has served as Senior Managing Director of Brock Capital Group, a corporate advisory and investment banking firm, since 2003. She is also Chairman of the National Association of Corporate Directors, Vice Chairman of the U.S.-RussiaU.S. Russia Foundation, and the Vice Chairman and a member of the board of the National Bureau of Economic Research and most recently was appointed Vice Chairman.Research. She previously served as a director of Georgia-Pacific Corporation and Fannie Mae. Mae, and in the past five years she served as a director of Norfolk Southern Corporation, T. Rowe Price Mutual Funds, and Eli Lilly and Company. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY Dr. Horn has more than 30 years of experience in international finance and management, including her service as President of the Federal Reserve Bank of Cleveland and as a senior executive of a number of financial institutions. These experiences provide her with expertise in financial management and economic policy and an in-depth knowledge of the capital markets in which we actively participate. Dr. Horn serveshas previously served as a director of several other publicly-held companies. She is a member of our Governance and Nominating Committee, which she chairs.				Co-Founder and Chairman and Chief Executive OfficerPartner of E&A Industries, Inc.,Companies, a privately-held holding company whichthat acquires and operates established manufacturing companies.companies, since 1977. Mr. Hubbard served as Assistant to the President for Economic Policy and director of the National Economic Council for the George W. Bush administration. He also served as Executive Director of the President's Council ofon Competitiveness for the George H.W. Bush administration. Mr. Hubbard previously served as a director of Acadia Healthcare, and Anthem, Inc., PIMCO Equity Series, and PIMCO Equity Series VIT. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY Mr. Hubbard has more than 30 yearsyears' experience as an entrepreneur having founded and led a company that acquires and grows companies in North America and Europe. He served on the board of directors of a major, publicly-held healthcare company for a number of years during which time he served on that board's audit, compensation and governance committees. Mr. Hubbard also has extensive government and economic policy experience, having held key economic positions in the administrations of two U.S. Presidents. He is an honors graduate of Harvard Business School with an emphasis in finance and an honors graduate of Harvard Law School. Mr. Hubbard serves on our Compensation Committee and Governance and Nominating Committee.
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		Reuben S. Leibowitz Age: 6769 Director since: 2005 Committees Served: Compensation (Chair), Audit Other Public Directorships: None				Daniel C. Smith, Ph.D.Gary M. Rodkin Age: 5764 Director since: 20092015 Committees Served: Compensation, Governance and Nominating Other Public Directorships: NoneMcCormick & Company
Managing Member of JEN Partners, a private equity firm, since 2005. Mr. Leibowitz was a Managing Director of Warburg Pincus from 1984 to 2005. He was a director of Chelsea Property Group, Inc. from 1993 until it was acquired by the Company in 2004 and previously served as a director of AV Homes, Inc. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY Mr. Leibowitz led a major private equity firm's real estate activities for many years and in that role was also responsible for developingimplementing long-term corporate strategies. Mr. Leibowitz practiced 15 years as a CPA, including a number of years specializing in tax issues, and is an attorney. He has an in-depth understanding of our Premium Outlets® platform, having served as a director of Chelsea Property Group, the publicly-held company we acquired in 2004. He serves on our Audit Committee and Compensation Committee, which he chairs. The Board of Directors has determined that he is an "audit committee financial expert".				Chief Executive Officer and member of the board of ConAgra Foods, Inc. from 2005 until his retirement in May 2015. Mr. Rodkin was Chairman and Chief Executive Officer of PepsiCo Beverages and Foods North America from February 2003 to June 2005. Mr. Rodkin joined PepsiCo in 1998, after it acquired Tropicana, where Mr. Rodkin had served as President since 1995. From 1979 to 1995, Mr. Rodkin held marketing and general management positions of increasing responsibility at General Mills, with his last three years at the company as President, Yoplait-Colombo. In the past five years, he has served as a director of ConAgra Foods, Inc. and Avon Products, Inc. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY Mr. Rodkin has extensive experience in the leadership and management of a large packaged food company and expertise in branding and marketing of food and foodservice operations globally as the former Chief Executive Officer of ConAgra Foods,  Inc. Mr. Rodkin serves on our Governance and Nominating Committee.

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		Daniel C. Smith, Ph.D. Age: 59 Director since: 2009 Committees Served: Compensation Other Public Directorships: None				J. Albert Smith, Jr. Age: 76 Director since: 1993 Committees Served: Audit (Chair), Compensation Other Public Directorships: None
Professor of Marketing at the Kelley School of Business, Indiana University (the "Kelley School"), and President and Chief Executive Officer of the Indiana University Foundation. Served as Dean of the Kelley School from 2005 - 2012 and as Chief Executive Officer of the Indiana University Foundation since 2012. Dr. Smith joined the faculty of the Kelley School in 1996 and has served as Chair of the Marketing Department, Chair of the MBA Program, and Associate Dean of Academic Affairs. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY Dr. Smith has spent over 30 years teaching, conducting research, and consulting in the areas of marketing strategy, brand management, financial management, compensation, human resource development and corporate governance. He served as Dean of one of the country's top-rated and largest business schools and now is the Chief Executive Officer of one of the nation's largest university foundations with $2.0 billion of assets. Both as Dean and Foundation Chief Executive Officer, he was/is responsible for financial oversight and long termlong-term financial planning, hiring and retention policies, compensation policies, public relations and overall long termlong-term strategy. He serves on our Governance and Nominating Committee and Compensation Committee.

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		J. Albert Smith, Jr. Age: 74 Director since: 1993 Committees Served: Audit (Chair), Compensation Other Public Directorships: None
Chairman, Chase Bank, a national financial institution, in Central Indiana since 2014 and Managing Director of J.P. Morgan Private Bank since 2005. Mr. Smith was President of Bank One Central Indiana from 2001 to 2005; Managing Director of Banc One Corporation from 1998 to 2001; President of Bank One, Indiana, NA from 1994 to 1998; and President of Banc One Mortgage Corporation from 1974 to 1994. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY Mr. Smith has served as Chairman, President and Managing Director of the Midwest operations of a major financial institution for a number of years during which time he has been involved in real estate lending activities. Through these experiences he has developed expertise in financial management and credit markets. He served as our Lead Independent Director until March 2014 and currently serves on our Compensation Committee and our Audit Committee, which he chairs. The Board of Directors has determined that he is an "audit committee financial expert".

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NOMINEES FOR DIRECTOR TO BE ELECTED BY THE VOTING TRUSTEES WHO VOTE THE CLASS B COMMON STOCK

The voting trustees who vote the Class B common stock, and who have the right to elect four directors, have nominated the three persons listed below as "Nominees for Director to be Elected by the Voting Trustees Who Vote the Class B Common Stock". All of the nominees are currently Class B directors.

Our employment agreement with Richard Sokolov contemplates that he will be elected to the Board, and the voting trustees who vote the Class B common stock have agreed to elect Richard Sokolov to the Board. The voting trustees have an agreement requiring that each of them vote for each other as Class B director nominees.

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		David Simon Class B Director Nominee Age: 5355 Director since: 1993 Other Public Directorships: Klépierre, S.A. and WP Glimcher*S.A				Richard S. Sokolov Class B Director Nominee Age: 6567 Director since: 1996 Other Public Directorships: WP GlimcherNone
Chairman of the Board of the Company since 2007 and Chief Executive OfficerCEO of the Company or its predecessor since 1995; a director of the Company or its predecessor since its incorporation in 1993.1993; and President of the Company's predecessor from 1993 to 1996. From 1988 to 1990, Mr. Simon was Vice President of Wasserstein Perella & Company. From 1985 to 1988, he was an Associate at First Boston Corp. In the past five years, he previously served as a director of Washington Prime Group (formerly WP Glimcher). He is the son of the late Melvin Simon and the nephew of Herbert Simon. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY DavidMr. Simon has served as our Chief Executive OfficerCEO or the Chief Executive OfficerCEO of our predecessor for over 20 years. During that time he has provided leadership in the development and execution of our successful growth strategy, overseeing numerous strategic acquisitions that have been consolidated into what is recognized as the nation's leading retail real estate company. He gained experience in mergers and acquisitions while working at major Wall Street firms before joining his father and uncle. Mr. Simon serves on the National Association of Real Estate Investment Trusts' board of governors, which gives him an industry-wide perspective that extends beyond our own operations. *  Mr. Simon has advised the board and management of WP Glimcher that he will not stand for reelection to their board of directors at their upcoming annual meeting.				President and Chief Operating Officer and a Directordirector of the Company or its predecessor since 1996. President and Chief Executive Officer of DeBartolo Realty Corporation from its incorporation in 1994 until it merged with our predecessors in 1996. Mr. Sokolov joined its predecessor, The Edward J. DeBartolo Corporation, in 1982 as Vice President and General Counsel and was named Senior Vice President, Development and General Counsel in 1986. In the past five years, he previously served as a director of Washington Prime Group (formerly WP Glimcher). SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY Richard S.Mr. Sokolov has served as our President and Chief Operating Officer since 1996 immediately following our acquisition of DeBartolo Realty Corporation. Mr. Sokolov had served as Chief Executive Officer and President of DeBartolo Realty Corporation and Senior Vice President Development and General Counsel of its predecessor operations for a number of years. Mr. Sokolov is a past Chairman of the International Council of Shopping Centers ("ICSC") and currently serves as a trustee and a member of the ICSC Nominating Committee.
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		Herbert Simon Class B Director Nominee Age: 8082 Director since: 1993 Other Public Directorships: The Cheesecake Factory Incorporated
Chairman Emeritus of the Board of the Company since 2007. Co-Chairman of the Board of the Company or its predecessor from 1995 to 2007. Mr. Simon was Chief Executive Officer and a director of the Company's predecessor from its incorporation in 1993 to 1995. He also serves on the Board of Governors for the National Basketball Association ("NBA") and as Chairman of the Board of MSA. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY Herbert Simon is our co-founder and Chairman Emeritus. The retail real estate business that he and his brother, the late Melvin Simon, started decades ago established the foundation for all of our current operations and record of achievement. Mr. Simon's leadership of the Indiana Pacers National Basketball Association ("NBA")NBA basketball franchise has led to his service on the Board of Governors of the NBA.

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MEETINGS AND COMMITTEES OF THE BOARD

MEETINGS AND ATTENDANCE

Our business, property and affairs are managed under the direction of our Board of Directors.Board. Members of our Board of Directors are kept informed of our business through discussions with our Chairman and Chief Executive Officer,CEO, other executive officers, and our Lead Independent Director, by reviewing materials provided to them concerning the business, by visiting our offices and properties, and by participating in meetings of the Board and its committees. Directors are also expected to use reasonable efforts to attend the annual meeting of stockholders.

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All but one of our Directorsdirectors attended the 20142016 annual meeting. During 2014,2016, the Board of Directors met elevenfive times. The Board conducts many of its oversight responsibilities through its Audit Committee, Compensation Committee, and Governance and Nominating Committee.

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OurAll of our directors participated in 99%more than 75% of the aggregate number of meetings of the Board and 97% of the aggregate number of meetings of the committees on which they serve.

EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS

The Independent Directorsindependent directors meet in executive session without management present in connection with each regularly scheduled Board meeting.meeting as well as when the need arises. During 2014,2016, in addition to having executive sessions after each Board meeting, the Independent Directors held four executive sessions.independent directors met two additional times. The Lead Independent Director presidespresided over these executive sessions.sessions and meetings of the independent directors.

The name of the current Lead Independent Director is posted in the Corporate Governance section atof our website,investors.simon.comwww.simon.com, under "Investors". The Board's Lead Independent Director is appointed by the Independentindependent members of the Board members and the effectivenessresponsibilities of the Lead Independent Director shall beare discussed in the section of this Proxy Statement provided to stockholders in connection with each annual meeting.titled "Corporate Governance of the Company—Board Leadership Structure."

In March 2014, we amended and restated our Governance Principles to strengthen the role of the Lead Independent Director. The Lead Independent Director performs the duties specified in these Governance Principles and such other duties as are assigned from time to time by the Independent Directorsindependent directors of the Board.

We believe that our Lead Independent Director is performing his duties in an effective manner. Under our Governance Principles, the Lead Independent Director is empowered to:

•

preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the Independent Directors;independent directors;

•

serve as a liaison between the Chairman and the Independent Directors;independent directors, including by facilitating communication and sharing of views between the independent directors and the Chairman;

•

approve informationmaterials sent to the Board;Board and advise on such information;

•

approve meeting agendas for the Board;Board and coordinate with the Chairman with respect to developing such agendas;

•

approve meeting schedules for the Board to assure there is sufficient time for discussion of all agenda items;items and coordinate with the Chairman with respect to developing such schedules;

•

call meetings of the Independent Directors;independent directors;

•

if requested by major stockholders, ensures that he or she is available for consultation and direct communication; and

•

retain outside advisors and consultants to report directly to the Board on Board-wide matters.

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PROPOSAL 1:      Election of Directors

COMMITTEE FUNCTION AND MEMBERSHIP

THE AUDIT COMMITTEE

​	​	​
Members: J. Albert Smith, Jr. (Chair) Melvyn E. Bergstein Larry C. Glasscock Reuben S. Leibowitz TenTwelve meetings during 2014. Audit Committee members participated in 95% of the aggregate number of Audit Committee meetings.2016		The Audit Committee assists the Board in monitoring the integrity of our financial statements, the qualifications, independence and performance of our independent registered public accounting firm, the performance of our internal audit function and our compliance with legal and regulatory requirements. The Audit Committee has sole authority to appoint, or replace our independent registered public accounting firm and pre-approves the auditing services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms thereof. The Audit Committee has authority to retain legal, accounting or other advisors. The Audit Committee reviews and discusses with management and our independent registered public accounting firm our annual audited financial statements, our quarterly earnings releases and financial statements, significant financial reporting issues and judgments made in connection with the preparation of our financial statements and any major issues regarding the adequacy of our internal controls. It also issues the report on its activities which appears in this Proxy Statement. The charter of the Audit Committee requires that each member meet the independence and experience requirements of the NYSE, the Exchange Act and the rules and regulations of the Securities and Exchange Commission.SEC. The Board of Directors has determined that each of the current members of the Audit Committee qualifies as an "audit committee financial expert" as defined by rules of the Securities and Exchange Commission.SEC.
​	​	​

THE COMPENSATION COMMITTEE

​	​	​
Members: Reuben S. Leibowitz (Chair) Allan Hubbard Daniel C. Smith, Ph.D. J. Albert Smith, Jr. ElevenFive meetings during 2014. Compensation Committee members participated in 100% of the meetings.2016		The Compensation Committee (1) sets remuneration levels for our executive officers, (2) reviews significant employee benefit programs, (3) establishes and administers our executive compensation program and our stock incentive plan, (4) reviews and discusses with management the Compensation Discussion and Analysis, and, if appropriate, recommends its inclusion in our annual report on Form 10-KAnnual Report and Proxy Statement, and (5) issues the report on its activities which appears in this Proxy Statement. The charter of the Compensation Committee requires that each member meet the independence requirements of the NYSE and the rules and regulations of the Securities and Exchange Commission.SEC. The Compensation Committee has authority to retain the advice and assistance of compensation consultants and legal, accounting or other advisors. The committee retained its current consultant, Semler Brossy Consulting Group, LLC ("Semler Brossy"), in December 2011. Semler Brossy does not provide any other services to management of the Company. The consultant assists the committeeCommittee in the review and design of our executive compensation program. No member of the Compensation Committee during 20142016 was an officer, employee or former officer of us or any of our subsidiaries or had any relationship requiring disclosure in this Proxy Statement pursuant to Securities and Exchange CommissionSEC regulations. None of our executive officers served as a member of a compensation committee or a director of another entity under the circumstances requiring disclosure in this Proxy Statement pursuant to Securities and Exchange CommissionSEC regulations.
​	​	​

THE GOVERNANCE AND NOMINATING COMMITTEE

​	​	​
Members: Karen N. Horn, Ph.D. (Chair) Melvyn E. BergsteinGlyn F. Aeppel Larry C. Glasscock Allan Hubbard Daniel C. Smith, Ph.D.Gary M. Rodkin FourThree meetings during 2014. Governance and Nominating Committee members participated in 95% of the aggregate number of Governance and Nominating Committee meetings.2016		The Governance and Nominating Committee nominates persons to serve as directors and, in accordance with our Governance Principles, and proscribes appropriate qualifications for Board members. The committeeCommittee develops and recommends to the Board the Governance Principles applicable to the Company and the Board, leads the Board in its annual evaluation of the Board's performance, oversees the assessment of the independence of each director, reviews compliance with stock ownership guidelines and makes recommendations regarding compensation for non-employee directors. Members of the Governance and Nominating Committee are responsible for screening director candidates, but may solicit advice from our Chief Executive OfficerCEO and other members of the Board. The Governance and Nominating Committee has the authority to retain legal, accounting or other advisors, and has sole authority to approve the fees and other terms and conditions associated with retaining any such external advisors. The charter of the Governance and Nominating Committee requires that each member meet the independence requirements of the NYSE.NYSE, and any other legal and regulatory requirements.
​	​	​

DIRECTOR COMPENSATION

COMPENSATION OF INDEPENDENT DIRECTORS

The Board believes that competitive compensation arrangements are necessary to attract and retain qualified independent directors.

The Company compensates its independent directors through the use of annual retainers. The Company provides each independent director an annual cash retainer of $100,000 and an annual restricted stock award retainer with a grant date value of $150,000. In addition to the annual cash and restricted stock retainers for service as a director described above, each independent director also receives additional annual retainers based on his or her role(s) as a committee chairperson, a committee member or Lead Independent Director. The chairperson of the Audit Committee and the chairperson of the Compensation Committee each are paid an annual retainer of $35,000. The chairperson of the Governance and Nominating Committee is paid an annual retainer of $25,000. Each member of the Audit Committee and Compensation Committee is paid a $15,000 annual retainer. Each member of the Governance and Nominating Committee is paid a $10,000 annual retainer. The annual retainer for the Independent Lead Director is $50,000. These committee chairperson, committee member and Lead Independent Director retainers are paid 50% in cash and 50% in restricted stock.

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PROPOSAL 1:      Election of Directors

DIRECTOR COMPENSATION

COMPENSATION OF INDEPENDENT DIRECTORS

The Board of Directors believes that competitive compensation arrangements are necessary to attract and retain qualified Independent Directors. The key components of our current Independent Director compensation program are an annual cash retainer, cash fees for meeting attendance, annual restricted stock grants and additional compensation to committee chairs and the Lead Independent Director.

During 2014, we paid each Independent Director an annual cash retainer of $70,000 and restricted stock award with a grant date value of $82,500. We also paid each Independent Director a fee of $2,000 for attending each Board meeting and $1,500 for attending each committee meeting.

Independent Directors who serve as chairpersons of standing committees receive an additional annual cash fee of $10,000 and a restricted stock award with a grant date value of $10,000 (in the case of the Audit and Compensation Committees) or $7,500 and a restricted stock award with a grant date value of $7,500 (in the case of the Governance and Nominating Committee). In addition, the Lead Independent Director receives an annual cash fee of $12,500 and a restricted stock award with a grant date value of $12,500.

DIRECTORSTOCK OWNERSHIP GUIDELINES

We have a stringent stock retention policy that further aligns our Board of Directors'directors' financial interests with those of our stockholders. EachThe Company believes that it is advisable for its independent directors to retain a fixed dollar amount of our Independent Directors is required to own not less than 3,000 shares of ourCompany common stock oras opposed to a fixed number of common shares. The stock ownership guidelines for each of the Company's independent directors require that each independent director own $850,000 worth of common stock of the Company (or the equivalent amount of limited partnership units of the Operating Partnership within twoPartnership) by no later than six years after the date he or she is initially elected to the BoardBoard. Stock options and not less than 5,000unvested shares of our commonrestricted stock within three years from such date. At the December 31, 2014 market price of our stock, thesedo not count toward this requirement. The ownership guidelines equate to approximately 8 times and 13 times of our annual cash retainer, respectively.

In addition, our Independent Directors are requiredalso require independent directors to hold vestedshares acquired upon the vesting of restricted stock awards received as compensation for their service on the Board and its Committees, together with all dividends paid on such awards utilized to purchase additional shares of the Company's common stock, in the director account of ourthe Company's deferred compensation plan until the director retires, dies or becomes disabled, or otherwise no longer serves as a director.

Any director who is prohibited by law or by applicable regulation of his or her employer from having an ownership interest in our securities will be exempt from this requirement until the restriction is lifted, at which time he or she will have the following two-year and three-year periodssix-year period to comply with the ownership guidelines. Stock options and unvested shares of restricted stock do not count toward these goals.The Board may grant exceptions on a case by case basis.

As of March 16, 2015,15, 2017, all independent directors of our Independent Directors were in compliance with the Board have met or, within the applicable period, are expected to meet, these stock ownership guidelines.

2014 2016 INDEPENDENT DIRECTOR COMPENSATION

The following table sets forth information regarding the compensation we paid to our Independent Directorsindependent directors for 2014:2016:

The following table sets forth the aggregate number of shares of our restricted common stock held by each Independent Directorindependent director as of December 31, 2014.2016.

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OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY BY

DIRECTORS AND EXECUTIVE OFFICERS

As of March 16, 2015,15, 2017, the existing directors, director nominees and executive officers identified below:

•

Owned beneficially the indicated number and percentage of common shares and Class B common stock treated as a single class; and

•

Owned beneficially the indicated number and percentage of units which are exchangeable for common shares on a one-for-one basis or cash, as determined by the Company. The number of units includes earned and fully vested performance-based LTIP units which are convertible at the option of the holder into units on a one-for-one basis.

Unless otherwise indicated in the footnotes to the table, shares or units are owned directly and the indicated person has sole voting and investment power.

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OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information concerning each person (including any group) known to us to beneficially own more than five percent (5%) of any class of our voting securities as of March 16, 2015.15, 2017. Unless otherwise indicated in the footnotes, shares are owned directly and the indicated person has sole voting and investment power.

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PROPOSAL 2:      Advisory Vote on the Frequency of Executive Compensation Advisory Votes

We are requesting stockholders to express their preference on the frequency of future advisory votes on our executive compensation pursuant to Section 14A of the Exchange Act. Stockholders may indicate whether we should hold future advisory votes on executive compensation every (a) one year, (b) two years, or (c) three years. The next time we will be required to conduct a vote similar to the one on this proposal will be in connection with the 2023 annual meeting of stockholders.

After careful consideration, the Board recommends that we hold future advisory votes on executive compensation every year. We believe that this frequency is appropriate for us for a number of reasons, including:

•

Our Compensation Committee makes key executive compensation decisions every year.

•

Our current practice of annual votes provides us with input from our stockholders that is a more current reflection of their sentiment than the alternatives.

•

We prepare a Compensation Discussion and Analysis on an annual basis and much of the focus of that discussion is on compensation for the preceding year.

•

We have a large institutional investor base made up of many stockholders and advisors who have expressed a preference for annual "say-on-pay" votes.

•

The vast majority of similarly situated companies have adopted this frequency.

As an advisory vote, this proposal will not be binding upon the Board or us; however, we expect that the Board will consider the outcome of the vote when determining how often to hold future advisory votes on our executive compensation.

The proxy card provides stockholders with four choices (every one, two, or three years, or abstain). Stockholders are not voting to approve or disapprove the Board's recommendation.

The Board Unanimously Recommends that Stockholders Vote "One Year" on the Advisory Vote on the Frequency of Executive Compensation Advisory Votes.

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•

Reported funds from operations ("FFO") increased to $8.90in 2016 was $10.49 per share, a record6.4% increase over 2015, and which includes a $0.38 per share charge for the early redemption of our Company despite10.35% senior notes due 2019. Please refer to the approximately $1.00 impact from"Reported FFO Per Share" graph on page 23. On a comparable basis, full year FFO per share was $10.87, a 9% increase year-over-year. See "Where do I find reconciliation of non-GAAP terms to GAAP terms?" in the losssection of FFO from the spin-off properties, the spin-off transaction expenses, as well as a one-time loss on the extinguishment of debt incurred in connection with tender offersthis Proxy Statement titled "Frequently Asked Questions and an early notes redemption during the year. Answers".

•

We increased our dividend by 10.8%7.4% over 2015 to a total of $5.15$6.50 per common share and, with the recent increase in the first quarter of 2015 to $1.40 per share, are now on track to pay $5.60 per share this year.

share.

•

Our U.S. Malls and Premium Outlets once again delivered strong financial and operational results:

•

Total sales on a rolling 12 month basis increased by 0.2% to $619 per square foot;results with year-end occupancy near historic highs at 96.8%.

•

Occupancy improved by 20 basis points to 97.1%, an all-time high;

•

The releasing spread for the rolling 12 months of $9.59 per square foot-rent for spaces leased in 2014 was 16.6% higher than prior rent paid for the same spaces; and

•

As a result of the strong performance of our properties, comparable property net operating income ("NOI") grew 5.1%3.6% for our U.S. Malls, Premium Outlets and The Mills.Mills and total portfolio NOI increased 6.7%, or more than $380 million, in 2016. See "Where do I find reconciliation of non-GAAP terms to GAAP terms?" in the section of this Proxy Statement titled "Frequently Asked Questions and Answers".

•

At the end of 2016, we had invested approximately $1.6 billion in redevelopment and expansion projects underway at 29 properties in the U.S., Canada and Europe as well as several new development projects.

The Compensation Committee believes that appropriate actions have been taken to address stockholder interests and ensure a strong alignment between our stockholders and our executive compensation program. The Compensation Committee is confident that our executive compensation program is appropriately designed responsibly and effectively to incent strong performance over the longer term.long-term and to serve our stockholders' interests. The Compensation Committee will continue to be pro-active in reviewing the effectiveness of the Company's executive compensation program as well as continue to consider stockholder feedback in its ongoing review of our executive compensation program.

COMPENSATION DISCUSSION AND ANALYSIS

We continue to haveAs was the case with the Company's 2013-2015 LTIP Program, the number of LTIP units earned under our 2014-2016 LTIP Program was substantially below the target opportunity. Despite the Company's strong performance, the Company did not outperform the MSCI US REIT Index (RMS) during the 2014-2016 LTIP Program performance period. This resulted in a payout below target notwithstanding the fact that during the 2014-2016 LTIP Program performance period the Company outperformed the S&P 500 Index and had a very strong absolute and relative TSR performance overtotal stockholder return ("TSR") of 37.83%.

The graph below shows the long term. SPG has outperformed compound annual return of our common stock (SPG) versus two benchmarks—the RMS and S&P 500 in 12 of the last 15 years,Index and has delivered a compounded annual return to stockholders of 17% since its December 1993 IPO, for a total return of 2,545%MSCI US REIT Index (RMS). The Company has had positive TSR, performance over the past one-, three-, five- and ten-year periods. Our use of absolute and relative TSR performance metrics over a three-year performance period is a significant way to incent the performance of our executives and is reflected in the design of our Long-Term Incentive Plan.

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COMPENSATION DISCUSSION AND ANALYSIS

Total Stockholder Returns⁽¹⁾

(1)

Total stockholder returns include reinvestment of all dividends on the ex-dividend date, including the spin-off distribution of Washington Prime Group, Inc. ("WPG").

(2)

RMS is the MSCI U.S. REIT Index.

The graph abovebelow shows that our relative performance in total stockholder return has been compelling over the past one-, three-, five- and ten-year periods. It compares the compound annual return on our common stock (SPG) versus two key benchmarks, the S&P 500 Index and the MSCI U.S. REIT Index (RMS).

The Company has met or beat FFO consensus estimates 34 of the last 36 quarters (94.4%). The compounded annual growth rate of our 2010-2014Company's reported FFO per share in 2015 and 2016.

Notwithstanding the Company's strong performance in 2016, the Company's CEO, David Simon, requested, of his own volition, that the Committee not establish a 2017-2019 LTIP Plan based on the challenging business conditions in the retail industry that the Company is 15.3%. On a comparable basis, excluding the operating results from the WPG spin-off properties, spin-off transaction expensesfacing and the debt extinguishment charge, FFO per diluted share increased 13.9% comparedCommittee concurred. In connection with this recommendation, Mr. Simon unilaterally waived the right under his employment agreement to 2013.receive the 2017 annual performance-based LTIP units. In addition, Mr. Simon recommended:

•

ALIGNMENT OF PAY WITH PERFORMANCEthat no change be made to the NEO base salaries; and

Our philosophy of pay

•

that the 2016 Annual Cash Incentive Compensation for performance has been consistent over time. Our executive compensation program is designed to ensure pay outcomes align with our operating, financialthe CEO and marketother NEOs be lower than that paid in 2015 notwithstanding the Company's strong performance in both good and challenging times. Although we do not target a specific mix of pay, we deliver2016.

The Committee accepted the majority of our compensation in the form of variable pay (annual and long-term incentives) to emphasize our commitment to rewarding excellent performance or penalizing poor performance. In 2014, performance-based components comprised 91% of our CEO's total direct compensation ("TDC") and 87% of our other NEOs' TDC.

The 2014 Annual Incentive Compensation awards made to our NEOs reflect our continued positive performance in 2014. The below-maximum payouts made under our 2012-2014 LTIP program are a result of the three-year TSR not meeting the required performance threshold.recommendation.

EXECUTIVE TOTAL DIRECT COMPENSATION MIX

A significant majority of our NEO compensation is "at-risk" based on performance. For 2014, 91% of our CEO's TDC and 87% of our other NEOs' TDC was variable and performance-based. Please refer to the "Performance-Based Pay From 2012-2014" chart on page 22.

Annual Cash Incentive Compensation is paid subject to achievement of our annual financial and operating goals and an assessment of the executives' performance against individual and company performance goals. In recognition of an excellent year of financial and operating performance, our CEO's 2014 Annual Cash Incentive compensation was increased to $3,500,000, from his 2013 payout of $3,000,000. In addition, two of our other NEOs also received increases in their Annual Cash Incentive Compensation for their performance in 2014.

For more information on our Annual Cash Incentive Compensation, see page 25.

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COMPENSATION DISCUSSION AND ANALYSIS

Performance-Based LTIP Awards granted to NEOs over the past four years are earned based on three-year TSR performance on both an absolute basis and relative to the S&P 500 Index and to the MSCI U.S. REIT Index. Earned LTIP awards have a two-year post-performance service vesting requirement. For more information on our performance-based LTIP awards see page 26.

Performance-Based Pay From 2012-2014

CEO Pay Mix

Other NEOs* Average Pay Mix

*

Mr. Juster's 2014 compensation is not included in the average for 2014 because he was appointed as the Company's Chief Financial Officer on December 31, 2014.

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COMPENSATION DISCUSSION AND ANALYSIS

TOTAL DIRECT COMPENSATION TABLE

The following table presents the total direct compensation of the NEOs for 2014, 2013 and 2012. It includes amounts for salaries, bonuses and incentive compensation and not all of the items required by the rules of the Securities and Exchange Commission to be reported in the Summary Compensation Table. It presents performance-based incentive compensation awards in the year to which the performance relates or, in the case of multi-year awards, to the year in which the performance period ends.

TOTAL DIRECT COMPENSATION⁽¹⁾ EARNED IN PRIOR THREE FISCAL YEARS

NAME		YEAR			SALARY ($)			BONUS(2) ($)			RESTRICTED STOCK(3) ($)			LTIP UNITS(4) ($)			TOTAL DIRECT COMPENSATION ($)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
David Simon		​	2014		​	1,250,000		​	3,500,000		​	—		​	9,661,217		​	14,411,217
Chairman of the Board and Chief Executive Officer			2013			1,250,000			3,000,000			—			11,959,768			16,209,768
		​	2012		​	1,250,000		​	4,000,000		​	—		​	7,957,422		​	13,207,422
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Richard S. Sokolov			2014			800,000			1,380,000			—			4,629,349			6,809,349
President and Chief Operating Officer		​	2013		​	800,000		​	1,200,000		​	—		​	5,979,924		​	7,979,924
			2012			800,000			1,500,000			—			3,978,711			6,278,711
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
James M. Barkley		​	2014		​	566,500		​	948,750		​	—		​	4,025,536		​	5,540,786
General Counsel and Secretary			2013			566,500			825,000			—			4,983,220			6,374,720
		​	2012		​	566,500		​	1,000,000		​	—		​	3,481,372		​	5,047,872
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Andrew A. Juster(5)			2014			450,000			690,000			—			1,408,920			2,548.920
Senior Vice President and Chief Financial Officer		​	2013		​	—		​	—		​	—		​	—		​	—
			2012			—			—			—			—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
David J. Contis(6)		​	2014		​	750,000		​	500,000		​	—		​	1,610,215		​	2,860,215
President—Simon Malls			2013			750,000			950,000			—			1,494,943			3,194,943
		​	2012		​	750,000		​	750,000		​	787,812		​	—		​	2,287,812
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Stephen E. Sterrett(7)			2014			515,000			400,000			—			4,025,536			4,940,536
Senior Executive Vice President and Chief Financial Officer		​	2013		​	515,000		​	775,000		​	—		​	4,983,220		​	6,273,220
			2012			515,000			1,000,000			—			3,481,372			4,996,372
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

The Total Direct Compensation Table excludes the grant date fair value of David Simon's 2011 CEO Retention Agreement, as amended and restated. The Compensation Committee believes that Total Direct Compensation more accurately reflects its compensation decisions.

(1)

Total Direct Compensation consists of (a) the actual base salary paid for the indicated year, (b) the Annual Cash Incentive compensation earned for the indicated year that was paid in the following year, (c) restricted stock awards based on performance for the indicated year at their grant date fair value, (d) the LTIP units earned over multiple years, reflected in the year in which the performance period ends, at their grant date fair value.

(2)

Annual Cash Incentive compensation earned for the indicated year was paid in the following year.

(3)

The amounts are the Accounting Standards Codification Topic 718, or ASC 718, grant date fair value of the restricted stock awards that were issued in the following year. For 2012, represents the value of a restricted stock award made to Mr. Contis on March 5, 2012 and which vests over a three-year period.

(4)

The amounts shown are the grant date fair values of the LTIP units earned in the three-year 2010 LTIP (for 2012), the three-year 2011 LTIP (for 2013), and the three-year 2012 LTIP (for 2014), net of the purchase price of $0.25 per unit. The amounts reflect the earning of 100% for each of the three-year 2010 program and the three-year 2011 LTIP program, and 80.8% for the three-year 2012 LTIP program. Once earned, the LTIP units will vest over a two-year period.

(5)

Mr. Juster was appointed as the Company's Chief Financial Officer on December 31, 2014. Mr. Juster's compensation is not disclosed for years prior to the year in which he became a NEO.

(6)

Mr. Contis's 2012 restricted stock award was based on 2012 EBITDA performance for the regional malls platform as well as 2012 absolute TSR and 2012 relative TSR. This award resulted in a grant of 4,963 shares of common stock on April 1, 2013, using a share price of $158.76 which was determined by taking the average price of our common stock closing price for the ten consecutive trading day period prior to, but not including, April 1, 2013. For 2013, Mr. Contis received no restricted stock but, because he participated in the 2011-2013 LTIP program, he earned 20,136 LTIP units valued at $1,494,943, calculated as described above in footnote 4.

(7)

Mr. Sterrett resigned his duties and role as the Company's CFO on December 31, 2014, and transitioned to the role of Senior Advisor.

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COMPENSATION DISCUSSION AND ANALYSIS

OBJECTIVES OF OUR EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program is designed to accomplish the following objectives:

•

Retain a group of highly-experienced executives who have worked together as a team for a long period of time and who make major contributions to our success.

•

Attract other highly qualified executives to strengthen that team.team and facilitate succession planning.

•

Motivate executives to contribute to the achievement of corporate and business unit goals as well as individual goals.

•

Emphasize equity-based incentives with long-term performance measurement periods and vesting conditions.

•

Align interests of executives with stockholders by linking payouts to performance measures that promote the creation of long-term stockholder value.

WHAT WE PAY AND WHY: PRINCIPAL ELEMENTS OF COMPENSATION

To accomplish our compensation objectives, we designed our executive compensation program with three major elements—Base Salary, Annual Cash Incentive Compensation, and Performance-Based Long-Term Incentive Program.

		OBJECTIVES		KEY FEATURES
​	​	​	​	​
Base Salary		• Provide an appropriate level of fixed compensation that will promote executive recruitment and retention.		• Fixed compensation.
Annual Cash Incentive Compensation		• Reward achievement of our annual financial and operating goals based on the Compensation Committee's quantitative and qualitative assessment of the executives' contributions to that performance.		• Variable, short-term cash compensation. • Funded upon achievement of threshold FFO level. • Allocated based on objective and subjective evaluation of Company, business unit, and individual performance.
Performance-Based Long-Term Incentive Program		• Promote the creation of long-term stockholder value. • Align the interests of our executives with the interests of our stockholders. • Promote the retention of our executives through multi-year service vesting requirements after they are earned.		• Variable, performance-based long-term equity compensation. • Amount is earned over a 3-year Performance Period based on – Absolute TSR (weighted 20%); – Relative TSR • MSCI U.S. REIT Index (RMS) (weighted 60%); and • TSR Relative to S&P 500 Index (weighted 20%). • Additional two years of service-vesting. • Maximum amount that may be earned is 100% of the target amount of performance-based LTIP units awarded.
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Based on the pay outcomes relative to performance and the Compensation Committee's assessment of the overall design of our compensation programs, including changes we made to our compensation practices in previous years, the Compensation Committee believes that our executive officers' pay is well-aligned with our stockholders' interests.

The Compensation Committee monitors the effectiveness of our compensation program on an ongoing basis. For these plans to be effective, we believe it is necessary for our compensation to be competitive with other real estate companies and also with other large public and private enterprises with which we compete for executive talent. The Compensation Committee will continue to study and implement improvements to our compensation practices.

ROLE OF MANAGEMENT IN COMPENSATION DECISIONS

Our Chief Executive Officer provides recommendations to the Compensation Committee on the compensation of each of the other NEOs. The Chief Executive Officer develops recommendations using third-party data, assessments of executives' personal performance and achievement of the Company's strategic and tactical plans, and input from our human resources department on various factors (e.g., compensation history, tenure, responsibilities, market data for competitive positions and retention concerns). The Compensation Committee considers our Chief Executive Officer's recommendations together with the input of our independent compensation consultant; however, all final compensation decisions affecting executive officer pay are made by the Compensation Committee itself. Additionally, all aspects of the Chief Executive Officer's compensation and resulting compensation decisions are determined by the Compensation Committee.

COMPANY PEER GROUP AND COMPENSATION ASSESSMENT

In December 2012, the Compensation Committee adopted an industry peer group to use as another source of data to consider in assessing and determining pay levels for our executive officers. Developing a relevant peer group is challenging for the Company because there are no retail REITs of comparable size, complexity and breadth. Non-retail REITs are not always as directly comparable to us because of the different underlying business fundamentals. Therefore, we do not intend to explicitly target pay

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opportunities or actual pay to a specific positioning against these companies; rather, this peer group is intended to provide the Compensation Committee, stockholders and proxy advisory firms with insight into overall market pay levels, market trends, "best" governance practices, and overall industry performance. We confirmed the use of this peer group by considering the methodology used by Institutional Shareholder Services, or "ISS."

The peer group is comprised of the 16 largest companies in the Real Estate industry by Market Capitalization with some restrictions to maintain a balanced mix. Specifically, the group includes:

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The six largest (by market capitalization) retail REIT companies;

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The six largest (by market capitalization) non-retail REITs (excluding all retail REITs); and

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The four largest companies from the broader Real Estate Industry.

The Compensation Committee reviewed our peer group in early 2015 using the criteria above. The table below shows market capitalization and revenues for each of our peer group companies for 2014. The Company's market capitalization at the end of 2014 was $66.3 billion and assets were $29.5 billion.

COMPANY PEER GROUP		MARKET CAPITALIZATION (in Millions) (12/31/14)			ASSETS (in Millions) (12/31/14)			COMPANY TYPE
​	​	​	​	​	​	​	​	​
Simon Property Group (NYSE:SPG)		$	66,303		$	29,532		Retail REITs
American Tower Corporation (NYSE:AMT)			39,214			21,332		Specialized REITs
Public Storage (NYSE:PSA)		​	31,877		​	9,819		Specialized REITs
Equity Residential (NYSE:EQR)			26,068			22,951		Residential REITs
General Growth Properties, Inc. (NYSE:GGP)		​	24,893		​	25,336		Retail REITs
Ventas, Inc. (NYSE:VTR)			21,400			21,226		Health Care REITs
HCP, Inc. (NYSE:HCP)		​	20,243		​	21,370		Health Care REITs
The Macerich Company (NYSE:MAC)			13,196			13,122		Retail REITs
CBRE Group, Inc. (NYSE:CBG)		​	11,405		​	7,685		Real Estate Services
Realty Income Corporation (NYSE:O)			10,729			11,013		Retail REITs
Kimco Realty Corp. (NYSE:KIM)		​	10,353		​	10,286		Retail REITs
Annaly Capital Management (NYSE:NLY)			10,244			88,355		Mortgage REITs
Federal Realty Investment Trust (NYSE:FRT)		​	9,156		​	4,547		Retail REITs
Jones Lang LaSalle Incorporated (NYSE:JLL)			6,721			5,075		Real Estate Services
Realogy Holdings Corp. (NASDAQ:RLGY)		​	6,513		​	7,538		Real Estate Services
Taubman Centers, Inc. (NYSE:TCO)			4,839			3,215		Retail REITs
Forest City Enterprises, Inc. (NYSE: FCEA)		​	4,238		​	8,815		Real Estate Operating Companies
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COMPENSATION IN 2014

The Compensation Committee made decisions impacting the compensation paid to our NEOs as reported in the 2014 Summary Compensation Table. These include: base salaries, Annual Cash Incentive Compensation for 2014 performance, and long-term equity incentive opportunities in the form of performance-based LTIP unit awards.

In making decisions in 2014, the Compensation Committee took into account each NEO's individual performance goals and objectives for our Annual Cash Incentive Compensation program and its assessment of the executives' contributions to the performance of the Company. In particular, the Compensation Committee considered the Company's performance and achievements as discussed above under the "Executive Summary" section of the COMPENSATION DISCUSSION AND ANALYSIS.

2014 BASE SALARIES

During 2014, we maintained 2013 base salary levels for all of our NEOs to emphasize variable performance-based incentive pay. The Compensation Committee periodically reviews base salaries for the executive officers and makes adjustments to reflect market conditions, changes in responsibilities, and merit increases.

2014 ANNUAL CASH INCENTIVE COMPENSATION

The Compensation Committee rewards executives with Annual Cash Incentive Compensation for achieving the Company's financial and operating plan as well as an assessment of each individual executive officer's contributions to those achievements. Payouts under

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our Annual Cash Incentive Compensation program are the result of both the Company and the individuals reaching established performance targets. The Compensation Committee does not use a traditional "pool" concept for awarding annual cash incentives.

The Compensation Committee follows a 2-step process to determine what awards will be paid under the Annual Cash Incentive Compensation program each year:

1.

The Company must deliver certain FFO performance during the year before any payments may be made under the plan. If threshold performance is not achieved, no payments are made. For 2014, reported FFO of $8.90 per share exceeded the threshold FFO performance of $8.44 per share, for which the threshold amount reflects adjustments related to the spin-off of WPG and the one-time charges associated with the cash tender offers and early note redemption Therefore, the Compensation Committee moved to step two in this process.

2.

Each individual's performance is assessed by Management and the Compensation Committee against defined objectives. The assessment delivers a total score for each individual. Each individual's total score then determines the portion of their target Annual Incentive Compensation that has been earned.

A summary of the Named Executive Officers' 2014 key performance objectives along with their 2014 Annual Cash Incentive Compensation payments may be found in the table below.

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NAMED EXECUTIVE OFFICER		2014 KEY INDIVIDUAL GOALS AND PERFORMANCE				2014 ANNUAL CASH INCENTIVE COMPENSATION AWARD
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David Simon		• Reported FFO of $8.90 per share • Comparable NOI growth exceeded goal in all platforms (Combined NOI of 5.1% exceeded the combined goal of 4%) • Continued to take advantage of the favorable interest rate environment to lengthen maturities and lower aggregate borrowing costs • Successfully completed the spin-off of Washington Prime Group Inc. on May 28, 2014		​		$3,500,000		​
Richard S. Sokolov		• Successfully completed the spin-off of Washington Prime Group Inc. on May 28, 2014 • Disposed of non-core assets including Crystal Court, Washington Square, Northfield Square, Upper Valley Mall				$1,380,000
James M. Barkley		• Successfully completed the spin-off of Washington Prime Group Inc. on May 28, 2014		​		$948,750		​
Andrew A. Juster(1)		• Continued to take advantage of the favorable interest rate environment to lengthen our maturities and lower aggregate borrowing costs • Retired $2.9 billion in senior notes				$690,000
David J. Contis		• Malls EBITDA growth exceeded budget • Reduced short-term occupancy by 50 basis points and converted 350,000 square feet from temporary to permanent leases • Completed renovations of Brea, Rockingham, Penn Square, Woodland, Barton Creek and University Mall		​		$500,000		​
Stephen E. Sterrett(2)		• Successful transition of his duties and role as the Company's Chief Financial Officer, or "CFO"				$400,000
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(1)

Mr. Juster was appointed as the Company's Chief Financial Officer on December 31, 2014.

(2)

Mr. Sterrett resigned his duties and role as the Company's CFO on December 31, 2014, and transitioned to the role of Senior Advisor.

We pay Annual Cash Incentive Compensation to executive officers in February or March of the following year so the Compensation Committee has sufficient time to assess our financial performance and the executives' contributions for the preceding year.

Pursuant to David Simon's employment agreement, his target Annual Cash Incentive Compensation will not be less than 200% of his base salary. However, the Compensation Committee will determine his actual Annual Incentive Compensation, which may be more or less than target, based on his and the Company's performance.

PERFORMANCE-BASED LTIP AWARDS

The 2014-2016 performance-based LTIP awards have a three-year performance measurement period and are then subject to a two-year vesting requirement. Because of the multiple-year performance timeframe, the Compensation Committee does not consider these awards as 2014 compensation, but rather views them as "at-risk" compensation subject to conditions that must be met in order for the executive to realize any value from the awards. However, the rules of the Securities and Exchange Commission require us to include all LTIP units awarded in 2014 as 2014 compensation in the Summary Compensation Table.

The Compensation Committee believes that as the responsibilities of our executives increase, the proportion of their total compensation that is at risk and dependent on our performance should also increase. The 1998 Plan authorizes a variety of awards,

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including stock options, restricted stock and LTIP units which represent interests in the Operating Partnership and are subject to performance conditions and/or time-based vesting requirements. Since 2010, the Compensation Committee has awarded performance-based LTIP units to the NEOs. These awards require achievement of objective performance measures over three years and vest equally in two annual installments, subject to the executive maintaining employment with the Company.

LTIP⁽¹⁾ units are a type of limited partnership interest issued by the Operating Partnership. Under the performance-based LTIP program, LTIP awards can be earned, in whole or in part, if our total stockholder return, or TSR (representing the difference between a baseline value and valuation date based on price appreciation of our common stock plus cumulative dividends we pay on our common stock without reinvestment or compounding), exceeds the relative and absolute performance targets set by the Compensation Committee for the relevant performance period.

The Compensation Committee believes the performance-based LTIP program design reflects our pay-for-performance philosophy and high expectations:

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Performance requirements are rigorous, promoting long-term creation of stockholder value. For example, performance that only matches the MSCI U.S. REIT Index (RMS) or the S&P 500 Index will pay out at 33% of target and performance that lags the indices by more than 1% or 2%, respectively, will not result in any earned LTIP units.

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The Compensation Committee is responsible for setting performance targets each year, and expects to continue to establish challenging targets that require excellent long-term TSR performance in order to earn long-term incentive amounts.

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The performance-based LTIP award has a performance measurement period that measures our results over three years and requires an additional two years of pro-rata service for earned awards, ensuring longer term alignment of grants with stockholders' interests. Earned LTIP units will vest on January 1 of the second and third years following the end of the performance period, with 50% vesting each year if the participant is still a Company employee through those dates.

The number of performance-based LTIP awards earned is determined by the Compensation Committee at the end of the performance period using payout matrices (with linear interpolation between the specified payout percentages).

After the end of the performance period, to the extent that the required performance has been achieved, holders of earned LTIP awards, both vested and unvested, will be entitled to receive distributions in an amount per LTIP award equal to the distributions, both regular and special, payable on a unit. Vested LTIP awards are exchangeable for shares of the Company's common stock on a one-for-one basis, or cash as selected by the Company.

LTIP PAYOUT MATRICES

				RELATIVE TSR
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ABSOLUTE TSR WEIGHT 20%				VS. MSCI REIT INDEX WEIGHT 60%				VS. S&P 500 INDEX WEIGHT 20%
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PERFORMANCE		PAYOUT % OF TARGET		PERFORMANCE		PAYOUT % OF TARGET		PERFORMANCE		PAYOUT % OF TARGET
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£ 20%		0.0%		Index –1%		0.0%		Index –2%		0.0%
24%		33.3%		Index		33.3%		Index		33.3%
27%		50.0%		Index +1%		50.0%		Index +2%		100.0%
30%		66.7%		Index +2%		66.7%		—		—
33%		83.3%		Index +3%		100.0%		—		—
³ 36%		100.0%		—		—		—		—
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(1)

The LTIP units are designed to qualify as "profits interests" in the Operating Partnership for federal income tax purposes. During the performance period, holders of LTIP units will be allocated taxable profits and losses equal to one-tenth of the amounts allocated to a unit and will receive distributions equal to one-tenth of the amount of regular quarterly distributions paid on a unit, but will not receive any special distributions. As a general matter, the profits interest characteristics of the LTIP units mean that initially they will not be economically equivalent in value at the time of award to the economic value of a unit. The value of the LTIP units can increase over time until the value of the LTIP units is equivalent to the value of the units on a one-for-one basis.

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THE COMPENSATION COMMITTEE DETERMINED PERFORMANCE ACHIEVEMENT OF 2012-2014 PERFORMANCE-BASED LTIP AWARDS

The Compensation Committee instructed our independent registered public accounting firm, Ernst & Young LLP, to perform certain agreed upon procedures to corroborate the extent to which the performance measures established for the three-year Series 2012 LTIP program had been achieved. In February 2015, the Compensation Committee used that analysis to determine that performance during the three-year performance period ending December 31, 2014 warranted an 80% payout as shown in the table below.

2012-2014 PERFORMANCE-BASED LTIP ACTUAL PERFORMANCE RESULTS
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COMPONENT		WEIGHTING			TARGET		ACTUAL PERFORMANCE			% EARNED
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Absolute TSR		​	20	%	>36%		​	64	%	​	100	%
Relative TSR vs. MSCI U.S. REIT Index (RMS)			60	%	3 percentage points over the Index (3%+56.64%=59.64%)			Index+7	%		100	%
Relative TSR vs. S&P 500 Index		​	20	%	2 percentage points over the Index (2%+74.04%=76.04%)		​	Index–10	%	​	0	%
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TOTAL			100	%							80	%
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The LTIP units earned during the 2012-2014 Performance Period are shown in the table below and will vest in equal portions on January 1, 2016 and January 1, 2017. The recipient must maintain continuous service through each vesting date, except for termination of service resulting from death or disability or, in the Compensation Committee's sole discretion, upon retirement. In addition, all of our NEOs (including our CEO) are subject to certain stock retention requirements.

The Compensation Committee determined the Achievement of the Performance Conditions for the 2012-2014 Performance-Based LTIP awards in the following amounts for our Named Executive Officers, subject to further vesting requirements:

2012-2014 PERFORMANCE-BASED LTIP PAYOUT RESULTS
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EXECUTIVE		TARGET LTIP UNITS			EARNED LTIP UNITS(1)
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David Simon		​	170,248		​	137,555
Richard S. Sokolov			81,577			65,912
James M. Barkley		​	70,937		​	57,315
Andrew A. Juster			24,828			20,060
David J. Contis		​	28,375		​	22,926
Stephen E. Sterrett			70,937			57,315
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(1)

Actual results of the 2012-2014 Performance Period, when applied to the Target LTIP Awards, resulted in participants earning 80.8% of the Target LTIP units in the 2012-2014 LTIP program.

Pursuant to David Simon's employment agreement, during the term of the agreement, he will continue to participate in annual LTIP programs on the same terms as other senior executives. His original employment agreement stipulated that the grant date fair value of his annual award would be not less than $12.0 million. In 2013, Mr. Simon voluntarily agreed with us to modify his employment agreement to provide that his annual performance-based LTIP awards will be proportionally reduced when the Company's LTIP awards to NEOs made in a calendar year are less than $35.0 million. Mr. Simon's 2013-2015 and 2014-2016 target LTIP awards were reduced because, in each instance, the total amount of LTIP units granted to NEOs was less than $35.0 million.

COMPENSATION DECISIONS FOR 2015

In February 2015, the Compensation Committee made decisions related to our NEOs' base salaries and long-term incentive opportunities. At this meeting, the Compensation Committee also approved explicit funding goals under our Annual Cash Incentive Compensation program.

2015 BASE SALARIES

The Compensation Committee has determined that the base salaries for our CEO and all NEOs will be unchanged in 2015. Mr. Juster, whose base salary was $450,000 in 2014, has received an increase in base salary for 2015 to $500,000.

2015 ANNUAL CASH INCENTIVE COMPENSATION PROGRAM

The Compensation Committee intends to follow the same principles and process for establishing 2015 Annual Cash Incentive Program as described in "2014 Annual Cash Incentive Compensation" section on page 25.

The specific 2015 FFO goals were approved early in 2015 and will be disclosed in our 2016 Proxy Statement.

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2015-2017 PERFORMANCE-BASED LTIP AWARDS

The Compensation Committee approved performance-based LTIP awards for the 2015-2017 performance cycle for our NEOs as follows in the table below. Mr. Simon's 2015-2017 performance-based LTIP award opportunity was reduced from his 2014-2016 opportunity by approximately $500,000 and is less than the amount to which he is entitled under the terms of the 2011 CEO Retention Agreement. The number of LTIP units earned under the 2015-2017 LTIP program will depend on our actual TSR performance for the three-year performance period measured against the applicable performance measures.

NAMED EXECUTIVE OFFICER		2015-2017 PERFORMANCE-BASED LTIP AWARD OPPORTUNITY(3)
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David Simon(1)		$9,500,000
Richard S. Sokolov		$5,000,000
James M. Barkley		$2,500,000
Andrew A. Juster(2)		$2,500,000
David J. Contis		$2,250,000
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(1)

The Compensation Committee approved Mr. Simon's performance-based LTIP incentive opportunity at a reduced level from the original $12 million level in his employment agreement based upon the amended terms and conditions he agreed upon with the Compensation Committee as described on page 39.

(2)

Mr. Juster was appointed as the Company's CFO on December 31, 2014.

(3)

Amounts shown have not been reduced to reflect the purchase price of $0.25 per unit.

STOCKHOLDER/GOVERNANCE FRIENDLY ASPECTS OF OUR CURRENT EXECUTIVE COMPENSATION PROGRAM

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Pay for Performance—Annual Cash Incentive Program.Heavy emphasis on performance-based compensation. Annual Cash Incentive compensationCompensation is paid only if certain FFO targets are achieved.

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Pay for Performance—LTIP Plan.Our Long-Term Incentive Plan (LTIP) is 100% performance-based and is tied to rigorous absolute (weighted 20%) and relative (weighted 80%) stock price performance goals. • A significant majority of our NEO's 2016 compensation was "at-risk" based on performance. For 2016, 91% of our CEO's pay mix and 84% of our other NEOs pay mix were variable and performance-based. • Awards granted to our CEO under our 2011 CEO Retention Agreement (as defined in "Employment Agreement with David Simon") are based on FFO performance in addition to service requirements.

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Post-Performance Time-Based Vesting on Earned LTIP Units.LTIP units are earned based on specific performance criteria, measured over a three-year period. Once earned, executives must remain with the Company to obtain the units over a two-year vesting period.

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Stock Ownership Guidelines.Stock ownership guidelines for our CEO and other NEOs are 6x and 3x base salary, respectively. In addition, the CEO and other NEOs must retain shares until he or she retires, dies, becomes disabled or is no longer our employee. All non-employee directors must hold common stock while they serve as directors.

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Double Trigger Equity Acceleration Upon a Change in Control.Beginning with 2013 grants and included in our 2011 CEO Retention Agreement. During 2014, we amended earlier equity grants to include similar double trigger provisions.

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Clawback Policy.Applies in the event of any material restatement of the Company's financials beginning in 2012, whether or not fraud/misconduct is involved.

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Independent Compensation Consultant.The Committee has utilized an independent compensation consulting firm, Semler Brossy, since the end of 2011.

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Compensation Risk Assessments.Conducted annually to evaluate whether the executive compensation program encourages excessively risky behaviors.

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No Annual Grants of Time-Vested Restricted Stock or Options to our NEOs.We amended our stock incentive plan to require that awards of performance units, including LTIP units, must be conditional upon attainment of performance goals, unless stockholders vote to approve non-performance-based units.

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Pay for Performance—LTIP Plan.Our Long-Term Incentive Plan (LTIP) is 100% performance-based and is tied to rigorous absolute (weighted 20%) and relative (weighted 80%) stock price performance goals. • A significant majority of our NEO compensation is "at-risk" based on performance. For 2014, 91% of our CEO's total direct compensation and 87% of our other NEOs total direct compensation was variable and performance-based. • Our 2011 CEO Retention Agreement is based on FFO performance in addition to service requirements.

No Excess Perquisites and No Gross-Ups.No supplemental executive retirement plans, company cars, club memberships or other significant perquisites. We also have never had any arrangements requiring us to gross-up compensation to cover taxes owed by the executives, including excise taxes payable by the executive in connection with a change in control.

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Post-Performance Time-Based Vesting on Earned LTIP Units.LTIP Units are earned based on specific performance criteria, measured over a three-year period. Once earned, executives must remain with the Company to obtain the units over our two-year vesting period.

Limited Retirement and Health Benefits.The Company has never had a traditional or defined benefit plan.

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Stock Ownership Guidelines.Stock ownership guidelines for our CEO and other NEOs are 6x and 3x base salary, respectively. In addition, the CEO and other NEOs must retain shares until he or she retires, dies, becomes disabled or is no longer our employee. All non-employee Directors must hold common stock while they serve as a Director.

No Hedging or Pledging of Company Stock.Our NEOs and Directorsdirectors are prohibited from engaging in any hedging or pledging of Company stock.

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Double Trigger Equity Acceleration Upon a Change in Control.Beginning with 2013 grants and included in our 2011 CEO Retention Agreement. During 2014, we amended earlier equity grants to include similar double trigger provisions.

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Clawback Policy.Applies in the event of any material restatement of Company's financials beginning in FY2012, whether or not fraud/misconduct is involved.

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2016 SAY-ON-PAY VOTE

At our 2016 annual meeting, over 96% of the shares voting approved our advisory "Say-on-Pay" vote. The Committee believes that this support demonstrates a strong alignment between our stockholders, our performance, and our executive compensation program and, accordingly, did not make any changes to the Company's executive compensation program in response to the 2016 "Say-on-Pay" vote.

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EXECUTIVE COMPENSATION APPROACH AND PROCESS

ALIGNMENT OF PAY WITH PERFORMANCE

Executive Compensation Mix. The Committee designs our NEO compensation program to provide pay outcomes which are aligned with and responsive to our operating, financial and market performance in both good and challenging times. A significant majority of our NEO compensation is "at-risk" in the form of variable pay (annual and long-term incentives) to emphasize our commitment to rewarding excellent performance and penalizing poor performance. In 2016, performance-based components comprised 91% of our CEO's 2016 compensation and, on average, 84% of our other NEOs' 2016 compensation. See the charts below.

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WHAT WE PAY AND WHY: PRINCIPAL ELEMENTS OF COMPENSATION

To accomplish our compensation objectives, we designed our executive compensation program with three major elements—Base Salary, Annual Cash Incentive Compensation, and Performance-Based Long-Term Incentives.

		OBJECTIVES		KEY FEATURES
​	​	​	​	​
Base Salary		• Provide an appropriate level of fixed compensation that will promote executive recruitment and retention.		• Fixed compensation.
Annual Cash Incentive Compensation		• Reward achievement of our annual financial and operating goals based on the Committee's quantitative and qualitative assessment of the executive's contributions to that performance.		• Variable, short-term cash compensation. • Funded upon achievement of threshold FFO level. • Allocated based on objective and subjective evaluation of Company, business unit, and individual performance.
Performance-Based Long-Term Incentives		• Promote the creation of long-term stockholder value. • Align the interests of our executives with the interests of our stockholders. • Promote the retention of our executives through multi-year service vesting requirements after they are earned.		• Variable, performance-based long-term equity compensation. • Amount is earned over a three-year performance period based on: – Absolute TSR (weighted 20%); – Relative TSR • MSCI U.S. REIT Index (RMS) (weighted 60%); and • TSR Relative to S&P 500 Index (weighted 20%). • Additional two years of service-vesting. • Maximum amount that may be earned is 100% of the target amount of performance-based LTIP units awarded.
​	​	​	​	​

Based on the pay outcomes relative to performance and the Committee's assessment of the overall design of our executive compensation program, including changes we made to our compensation practices in previous years, the Committee believes that our executive compensation program is well-aligned with our stockholders' interests.

The Committee carefully monitors the effectiveness of our executive compensation program on an ongoing basis. For these plans to be effective, it is necessary for our compensation to be competitive with other real estate companies and also with other large public and private enterprises with which the Company competes for executive talent. The Committee will continue to study and, where it considers appropriate, implement improvements to our executive compensation program.

ROLE OF MANAGEMENT IN COMPENSATION DECISIONS

Our CEO provides recommendations to the Committee on the compensation of each of the other NEOs. The CEO develops recommendations using third-party data, assessments of individual performance and achievement of the Company's strategic and tactical plans, the state of the business environment, and input from our human resources department on various factors (e.g., compensation history, tenure, responsibilities, market data for competitive positions and retention concerns). The Committee considers our CEO's recommendations together with the input of our independent compensation consultant; however, all final compensation decisions affecting NEOs' pay are made by the Committee itself. Additionally, all aspects of the CEO's compensation and resulting compensation decisions are determined by the Committee.

COMPANY PEER GROUP AND COMPENSATION ASSESSMENT

The Committee uses an industry peer group as a source of data for assessing and determining pay levels for our NEOs. The peer group is reviewed annually, and recalibrated when appropriate, by the Committee's independent compensation consultant. Developing a relevant peer group is challenging because there are no retail REITs of comparable size, complexity and breadth. Non-retail REITs are not always directly comparable to us because of the different underlying business fundamentals. Therefore, the Committee does not formulaically derive target pay opportunities or actual pay levels from these other companies; rather, this peer group is intended to provide the Committee, with insight into overall market pay levels, market trends, "best" governance practices, and overall industry performance. The Committee confirmed the use of this peer group by considering the methodology used by Institutional Shareholder Services, or "ISS."

The 2016 peer group reflects changes in the market capitalization of certain participants in the real estate industry. Changes from the 2015 peer group include the removal of two companies (Prologis, Inc. and DDR Corp.) and the addition of two companies (AvalonBay Communities, Inc. and Brixmor Property Group, Inc.).

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COMPENSATION DISCUSSION AND ANALYSIS

The 2016 peer group is comprised of the 16 largest companies in the real estate industry by market capitalization, with some restrictions to maintain a balanced mix. Specifically, the group includes:

•

The six largest (by market capitalization) retail REIT companies;

•

The six largest (by market capitalization) non-retail REIT companies (excluding all retail REIT companies); and

•

The four largest companies from the broader real estate industry.

2016 PEER GROUP

(In $MMs)

PEER COMPANY	​	MARKET CAPITALIZATION (12/31/16)		​	ASSETS (12/31/16)		​	COMPANY TYPE
​	​	​		​	​		​	​
American Tower Corp. (NYSE:AMT)	​	$	45,136	​	$	30,879	​	Specialized REIT
Public Storage (NYSE:PSA)	​	$	38,730	​	$	10,130	​	Specialized REIT
Crown Castle International Corp. (NYSE:CCI)	​	$	31,284	​	$	22,675	​	Specialized REIT
Equity Residential (NYSE:EQR)	​	$	24,526	​	$	20,704	​	Residential REIT
AvalonBay Communities, Inc. (NYSA: AVB)	​	$	24,328	​	$	17,867	​	Residential REIT
Welltower, Inc. (NYSE: HCN)	​	$	24,269	​	$	28,865	​	Health Care REIT
GGP, Inc. (NYSE: GGP)	​	$	22,642	​	$	22,733	​	Retail REIT
Realty Income Corp. (NYSE: O)	​	$	14,978	​	$	13,153	​	Retail REIT
Kimco Realty Corp. (NYSE: KIM)	​	$	11,494	​	$	11,231	​	Retail REIT
Macerich Co. (NYSE: MAC)	​	$	10,956	​	$	9,958	​	Retail REIT
CBRE Group, Inc. (NYSE: CBG)	​	$	10,621	​	$	10,780	​	Real Estate Services
Federal Realty Investment Trust (NYSE: RFT)	​	$	10,350	​	$	5,423	​	Retail REIT
Brixmor Property Group, Inc. (NYSE: BRX)	​	$	7,441	​	$	9,320	​	Retail REIT
Jones Lang LaSalle, Inc. (NYSE: JLL)	​	$	4,568	​	$	7,629	​	Real Estate Services
The Howard Hughes Corp. (NYSE: HHC)	​	$	4,540	​	$	6,367	​	Real Estate Development
Realogy Holdings Corp. (NYSE: RLGY)	​	$	3,608	​	$	7,421	​	Real Estate Services
Simon Property Group	​	$	64,103	​	$	31,104	​	Retail REIT
​	​	​		​	​		​	​

COMPENSATION IN 2016

The Committee made decisions impacting the compensation paid to our NEOs as reported in the 2016 Summary Compensation Table. These include: base salaries, Annual Cash Incentive Compensation for 2016 performance, and long-term equity incentive opportunities in the form of performance-based LTIP unit awards. Notwithstanding the Company's strong performance in 2016, the Company's CEO, David Simon, recommended that the Committee reduce his 2016 Annual Cash Incentive to an amount below what it had originally intended. Similarly, notwithstanding the Company's strong performance in 2016 and although NEOs continued to earn Annual Cash Incentive Compensation awards above their individual targets, Mr. Simon recommended that 2016 Annual Cash Incentive Compensation for the other NEOs be lower than that paid in 2015 based on the Company's desire to contain compensation costs and expenses in light of the challenging business conditions in the retail industry that the Company is facing. The Committee followed the CEO's recommendations.

2016 BASE SALARIES

During 2016, we maintained 2015 base salary levels. The Committee periodically reviews base salaries for the NEOs and makes adjustments to reflect market conditions, changes in responsibilities, and merit increases.

2016 ANNUAL CASH INCENTIVE COMPENSATION

The Committee rewards executives with Annual Cash Incentive Compensation for achieving the Company's financial and operating plan as well as an assessment of each NEO's contributions to those achievements. Payouts under our Annual Cash Incentive Compensation program are the result of both the Company and the individuals reaching established performance targets. The

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COMPENSATION DISCUSSION AND ANALYSIS

Committee follows a 2-step process to determine what amounts will be paid under the Annual Cash Incentive Compensation program each year:

1.

The Company must deliver certain FFO performance during the year before any payments may be made under the plan. If threshold performance is not achieved, no payments are made. For 2016, the Company generated comparable FFO of $10.87 per share taking into account the $0.38 per share charge associated with the early redemption of our 10.35% senior notes due 2019. Because this amount exceeded the threshold FFO performance of $10.70 per share, the Committee moved to step two in this process.

2.

Each individual's performance is assessed by the CEO and the Committee against defined goals and objectives which are established at the beginning of each year. The assessment delivers a total score for each individual. Each individual's total score then determines the portion of that NEO's target Annual Cash Incentive Compensation that has been earned.

Notwithstanding the Company's strong performance in 2016, the Company's CEO, David Simon, recommended that the Committee reduce his 2016 Annual Cash Incentive to an amount below what it had originally intended. Similarly, notwithstanding the Company's strong performance in 2016 and although our NEOs continued to earn Annual Cash Incentive Compensation awards above their individual targets, Mr. Simon recommended that 2016 Annual Cash Incentive Compensation for the other NEOs be lower than that paid in 2015 based on the Company's desire to contain compensation costs and expenses in light of the challenging business conditions in the retail industry that the Company is facing. The Committee followed the CEO's recommendations.

A summary of the Named Executive Officers' 2016 goals and performance along with their 2016 Annual Cash Incentive Compensation payments may be found in the table below.

​		​		​		​		​		​		​		​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	NAMED EXECUTIVE OFFICER	​	2016 KEY INDIVIDUAL GOALS AND PERFORMANCE	​		​	2016 ANNUAL CASH INCENTIVE COMPENSATION AWARD	​		​		​	2015 ANNUAL CASH INCENTIVE COMPENSATION AWARD	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​ ​	​	​​	​
​	David Simon	​	• Comparable NOI growth exceeded goals in all platforms	​	​	​	$2,500,000	​	​	​		​	$3,500,000	​	​
​	​	​	• Comparable FFO was $10.87 per share, a 9% increase over comparable FFO for the prior year	​	​	​	​	​	​	​		​	​	​	​
​	Richard S. Sokolov	​	• Comparable NOI growth exceeded goals in all platforms	​		​	$1,125,000	​		​		​	$1,250,000	​	​
​		​	• Disposed of non-core assets including four malls and three outlet centers	​		​		​		​		​	​	​	​
​	David J. Contis	​	• Achieved platform target comparable EBITDA growth	​	​	​	$900,000	​	​	​		​	$1,250,000	​	​
​	​	​	• Reduced operating costs and improved margins	​	​	​	​	​	​	​		​	​	​	​
​	​	​	• Improved year-over-year occupancy rates	​	​	​	​	​	​	​		​	​	​	​
​	Andrew A. Juster	​	• Executed three senior note offerings comprising $3.8B	​		​	$585,000	​		​		​	$650,000	​	​
​		​	• Redeemed five series of senior notes	​		​		​		​		​	​	​	​
​	John Rulli	​	• Exceeded Mall platform budget	​	​	​	$450,000	​	​	​		​	$500,000	​	​
​	​	​	• Improved year-over-year occupancy rates	​	​	​	​	​	​	​		​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

We pay Annual Cash Incentive Compensation to NEOs in the first calendar quarter of the following year so the Committee has sufficient time to assess our financial performance and the executives' contributions for the preceding year.

Pursuant to David Simon's employment agreement, his target Annual Cash Incentive Compensation is 200% of his base salary. However, the Committee determines his actual Annual Incentive Compensation, which may be more or less than target, based on his and the Company's performance.

PERFORMANCE-BASED LTIP AWARDS

LTIP units are a type of limited partnership interest issued by the Operating Partnership. Under the performance-based LTIP Program, LTIP awards can be earned in whole or in part, if our TSR exceeds the relative and absolute performance targets set by the Committee for the relevant performance period. The Committee believes the performance-based LTIP Program design reflects the Company's pay-for-performance philosophy and high expectations:

•

Performance requirements are rigorous, promoting long-term creation of stockholder value. For example, with respect to the most recent LTIP awards under the 2016-2018 LTIP Program, performance that only matches the MSCI U.S. REIT Index (RMS) or the S&P 500 Index will pay out at 33% of target, and performance that lags the indices by more than 1% or 2%, respectively, will not result in any LTIP units being earned based on relative performance.

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COMPENSATION DISCUSSION AND ANALYSIS

•

The Committee is responsible for setting performance targets each year awards are made under the LTIP Program. To the extent that there are any future awards, we expect to continue to establish challenging targets that require strong long-term TSR performance in order to earn long-term incentive payouts.

•

The three-year performance period and an additional two-year service-based vesting period ensure long term alignment with stockholders' interests. Earned LTIP units vest on January 1 of the second and third years following the end of the performance period, with 50% vesting each year if the participant is still a Company employee on the applicable vesting date.

The Committee believes that as the responsibilities of our executives increase, the proportion of their total compensation that is at risk and dependent on performance should also increase. Since 2010, the Committee has awarded performance-based LTIP units to the NEOs and certain other executives to achieve this objective. The Company's CEO, David Simon, requested, of his own volition, that the Committee not establish a 2017-2019 LTIP Plan based on the challenging business conditions in the retail industry that the Company is facing and the Committee concurred. In connection with this recommendation, Mr. Simon unilaterally waived his right under his employment agreement to receive the 2017 annual performance-based LTIP units.

Because of the multiple-year performance timeframe, the Committee does not consider LTIP awards as compensation in the year they are awarded, but rather views them as "at-risk" compensation subject to performance and vesting conditions that must be met in order for the executive to realize any value from the awards; however, the rules of the SEC require us to include all LTIP units granted in 2016 as 2016 compensation in the 2016 Summary Compensation Table.

LTIP units are designed to qualify as "profits interests" in the Operating Partnership for federal income tax purposes. During the performance period, holders of LTIP units will be allocated taxable profits and losses equal to one-tenth of the amounts allocated to an Operating Partnership unit and will receive distributions equal to one-tenth of the amount of regular quarterly distributions paid on an Operating Partnership unit, but will not receive any special distributions. As a general matter, the profits interest characteristics of the LTIP units mean that they will not be economically equivalent in value at the time of award to the economic value of an Operating Partnership unit. The value of the LTIP units can increase over time until the value of the LTIP units is equivalent to the value of the Operating Partnership units on a one-for-one basis.

After the end of the performance period, to the extent that the required performance has been achieved, holders of earned LTIP units, both vested and unvested, will be entitled to receive distributions in an amount per LTIP unit equal to the distributions, both regular and special, payable on a unit. Vested LTIP units are exchangeable for shares of the Company's common stock on a one-for-one basis, or cash as selected by the Company.

The number of performance-based LTIP units earned is determined by the Committee at the end of the performance period using the pre-established payout matrices (with linear interpolation between the specified payout percentages).

2014-2016 LTIP PAYOUT MATRICES

				RELATIVE TSR
​	​	​	​	​	​	​	​	​	​	​
ABSOLUTE TSR WEIGHT 20%				VS. MSCI REIT INDEX WEIGHT 60%				VS. S&P 500 INDEX WEIGHT 20%
​	​	​	​	​	​	​	​	​	​	​
PERFORMANCE		PAYOUT % OF TARGET		PERFORMANCE		PAYOUT % OF TARGET		PERFORMANCE		PAYOUT % OF TARGET
​	​	​	​	​	​	​	​	​	​	​
£ 20%		0.0%		Index –1%		0.0%		Index –2%		0.0%
24%		33.3%		Index		33.3%		Index		33.3%
27%		50.0%		Index + 1%		50.0%		Index + 2%		100.0%
30%		66.7%		Index + 2%		66.7%
33%		83.3%		Index + 3%		100.0%		​		​
³ 36%		100.0%
​	​	​	​	​	​	​	​	​	​	​

ACHIEVEMENT OF 2014-2016 LTIP PROGRAM AWARDS

As was the case with the Company's 2013-2015 LTIP Program, the number of units earned under our 2014-2016 LTIP Program was substantially below the target opportunity. Despite the Company's strong operating performance, the Company did not outperform the MSCI US REIT Index (RMS) during the 2014-2016 LTIP performance period. This resulted in a payout below target notwithstanding the fact that during the 2014-2016 performance period the Company outperformed the S&P 500 Index and had a very strong absolute TSR of 37.83%.

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COMPENSATION DISCUSSION AND ANALYSIS

The Committee instructed our independent registered public accounting firm, Ernst & Young LLP, to perform certain agreed upon procedures to corroborate the extent to which the performance measures established for the three-year 2014-2016 LTIP Program had been achieved. In February 2017, the Committee used that analysis to determine that performance during the three-year performance period ending December 31, 2016 resulted in the payouts as shown in the table below.

2014-2016 PERFORMANCE-BASED LTIP ACTUAL PERFORMANCE RESULTS	​			​		​			​			​
​	​	​		​	​	​	​		​	​		​
COMPONENT	​	WEIGHTING(1)		​	PERFORMANCE REQUIRED TO EARN MAXIMUM	​	ACTUAL PERFORMANCE		​	% EARNED		​
​	​	​		​	​	​	​		​	​		​
Absolute TSR	​	20%		​	> 36%	​	37.83%		​	100.0%		​
Relative TSR vs. MSCI U.S. REIT Index (RMS)	​	60%		​	3 percentage points over the Index	​	Index –5%		​	0.0%		​
Relative TSR vs. S&P 500 Index	​	20%		​	2 percentage points over the Index	​	Index + 8%		​	100.0%		​
​	​	​		​	​	​	​		​	​		​

(1)

The actual number of LTIP units that a participant can earn (the "Target LTIP Units") for each component is determined by applying the results of Deloitte LLP's ("Deloitte's") Monte Carlo analysis (described in Footnote 2 to the Summary Compensation Table) to the dollar value of the awards for each performance component. This may result in a percentage of earned LTIP unit awards that is different from the grant date fair value weighting percentages.

The LTIP units earned during the 2014-2016 Performance Period are shown in the table below and will vest in equal portions on January 1, 2018 and January 1, 2019. To vest in earned units, each recipient must maintain continuous service through each vesting date, except for termination of service resulting from death or disability or, in the Committee's sole discretion, upon retirement. In addition, all of our NEOs (including our CEO) are subject to certain stock retention requirements.

The Committee determined the achievement of the performance conditions for the 2014-2016 LTIP Program in the following amounts for our NEOs, subject to further service-based vesting requirements:

2014-2016 LTIP PROGRAM PAYOUT RESULTS

PERFORMANCE METRICS:	​	Absolute TSR (20%)			​	Relative TSR vs. MSCI U.S. REIT Index (RMS) (60%)			​	Relative TSR vs. S&P 500 Index (20%)			​		​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
EXECUTIVE	​	TARGET UNITS	​	EARNED UNITS (100%)	​	TARGET UNITS	​	EARNED UNITS (0%)	​	TARGET UNITS	​	EARNED UNITS (100%)	​	TOTAL TARGET LTIP UNITS	​	TOTAL EARNED LTIP UNITS(1)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
David Simon	​	26,763	​	26,763	​	66,342	​	0	​	16,988	​	16,988	​	110,093	​	43,751
Richard S. Sokolov	​	14,720	​	14,720	​	36,488	​	0	​	9,343	​	9,343	​	60,551	​	24,063
David J. Contis	​	6,691	​	6,691	​	16,586	​	0	​	4,247	​	4,247	​	27,524	​	10,938
Andrew A. Juster	​	6,022	​	6,022	​	14,927	​	0	​	3,822	​	3,822	​	24,771	​	9,844
John Rulli	​	6,022	​	6,022	​	14,927	​	0	​	3,822	​	3,822	​	24,771	​	9,844
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

(1)

The weighting reflects the percentage allocated to the total dollar amount of total awards for LTIP participants. The actual number of Target LTIP Units for each component is determined by applying the results of Deloitte's Monte Carlo analysis to the dollar value of the awards for each performance component. This may result in a percentage of earned LTIP unit awards that is different from the grant date fair value weighting percentages.

OTHER ELEMENTS OF COMPENSATION

Retirement and Health and Welfare Benefits. We have never had a traditional or defined benefit pension plan. We maintain a 401(k) retirement plan in which all salaried employees can participate on the same terms. During 2014,2016, our basic contribution to the 401(k) retirement plan was equal to 1.0% of the participant's base salary and Annual Cash Incentive Compensation which vests 20% after the completion of two years and an additional 20% after each additional year of service until fully vested after six years. We match 100% of the first 3% of the participant's contribution and 50% of the next 2% of the participant's contribution. Our matching contributions are vested when made. Our basic and matching contributions are subject to applicable IRS limits and regulations. The limit for Company contributions for any participant in 20142016 was $13,000.$13,250. The contributions we made to the 401(k) accounts of the NEOs are shown in the All Other Compensation column of the 2016 Summary Compensation Table on page 33.34. Executive officers also participate in health and welfare benefit plans on the same terms as other salaried employees.

No Gross-Up for Excess Parachute Payments. David Simon and Mr.Richard Sokolov have employment agreements; no other NEOs currently have employment agreements. There are no arrangements requiring us to gross-up compensation to cover taxes owed by the executives, including excise taxes payable by the executive in connection with a change in control.

If David Simon would become subject to the excise tax on certain "excess parachute payments" pursuant to Section 4999 of the Internal Revenue Code, his employment agreement provides that payments which would be subject to the excise tax will be reduced if he retains a greater after-tax amount after such reduction; otherwise, no reduction will be made. TheHis employment agreement does not contain a gross-up for this excise tax.

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COMPENSATION DISCUSSION AND ANALYSIS

Deferred Compensation Plan. We maintain a nonqualified deferred compensation plan that permits senior executives, key employees and directors to defer all or part of their compensation, including awards under the Operating Partnership's Amended and Restated 1998 Plan.Stock Incentive Plan (the "1998 Plan"). There is an account for the executives and employees and a separate account for the non-employee directors. Although we have the discretion to contribute a matching amount or make additional incentive contributions, we have never done either. As a result, the amounts disclosed in the Nonqualified Deferred Compensation in 2014 Table2016 table on page 36 consist entirely of compensation earned by, but not yet paid to, the executives and any earnings on such deferred compensation. A participant's deferrals are fully vested, except for restricted stock awards that still have vesting requirements. Upon death or disability of the participant, or our insolvency, or a change in control affecting us, a participant becomes 100% vested in his account.

No Stock Option Grants. The Compensation Committee has not granted any stock options to executives or other employees since 2001.

OTHER POLICIES

EQUITY AWARD GRANT PRACTICES

We make any equity-based incentive awards at the same time in the first calendar quarter of each year, after financial results for the preceding year.year have been released.

EXECUTIVE EQUITY OWNERSHIP GUIDELINES

We believe the financial interests of our executives should be aligned with the long-term interests of our stockholders. We also believe that requiring our executives to own a significant number of shares of our common stock, combined with our rigorous stock retention policy, serveserves as a strong motivator for each executiveour executives to be prudent in their operation of the Company. Therefore, in addition to long-term incentives, our Board of Directors has established equity ownership guidelines for key executives, including the NEOs.

The current ownership guidelines require the executives to maintain ownership of our stock or any class of our equity securities or units of the Operating Partnership having a value expressed as a multiple of their base salary for as long as they remain our employees. Our current guidelines for the Chief Executive OfficerCEO and other executive officers are as follows:

POSITION		VALUE AS A MULTIPLE OF BASE SALARY
​	​	​	​	​
Chief Executive Officer		​	6.0x
Executive Officers			3.0x
Certain Executive Vice Presidents		​	3.0x
​	​	​	​	​

In addition, these executives are required to retain ownership of a sufficient number of shares received in the form of restricted sharestock awards representing at least 50% of the after-tax value of their awards or 25% of the pre-tax value of such awards. These shares are to be retained by the executive until he or she retires, dies, becomes disabled, or is no longer our employee.

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COMPENSATION DISCUSSION AND ANALYSIS

Ownership of any class of our equity securities or units of the Operating Partnership counts toward fulfillment of these guidelines, including securities held directly, securities held indirectly by or for the benefit of immediate family members, shares of restricted stock that have been earned, even if not vested, and shares held following the exercise of stock options. Unexercised stock options do not count toward these goals. Each of our NEOs currently meets or exceeds these guidelines.

CLAWBACKS OF INCENTIVE COMPENSATION

In 2013, the Compensation Committee approvedOur annual and long-term incentive plans contain a clawback policyprovision that applies to all of our current and former NEOs in the event of any material restatement of the Company's financial statements beginning in 2012 whether or not fraud or misconduct is involved. The clawback policy applies to cash amounts received through annual or long-term incentive plans, where payouts were based upon the restated financial results.

In addition, David Simon's employment agreement and the 2011, 2012, 2013 and 2014post-2010 LTIP programProgram award agreements for all NEOs, including our CEO, provide that in the event of a financial restatement, the Company may recoup the employee's Annual Cash Incentive Compensation and other equity and non-equity compensation tied to the achievement of earnings targets if the compensation would not have been earned as a result of the financial restatement. These provisions will be superseded by any broader recoupment policy that the Company adopts pursuant to expected regulations that are mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Future awards under the 1998 Plan will also include provisions expressly acknowledging the applicability of any such recoupment policy to the award.

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COMPENSATION DISCUSSION AND ANALYSIS

HEDGING POLICY AND PLEDGING RESTRICTIONS

Our insider trading policy prohibits employees and directors from hedging the ownership of Company securities. In addition, we do not permit our executive officers to pledge shares.

SECTION 162(m)

Substantially all of the services rendered by our executive officers were performed on behalf of the Operating Partnership. The Internal Revenue Service has issued a series of private letter rulings which indicate that compensation paid by an operating partnership to executive officers of a REIT that serves as its general partner is not subject to limitation under Section 162(m) to the extent such compensation is attributable to services rendered to the operating partnership. Although we have not obtained a ruling on this issue, we believe the positionsposition taken in the rulings would apply to our operating partnershipOperating Partnership as well. Accordingly, we believe that the compensation we paid to our executive officers for 20142016 will not be limited byto Section 162(m). We reserve the right to approve and pay non-deductible compensation.

If we hereafter determine that Section 162(m) is applicable, then this could result in an increase to our income subject to federal income tax and could require us to increase distributions to our stockholders in order for us to maintain our qualification as a REIT.

ASSESSMENT OF COMPENSATION-RELATED RISKS

Our senior management team conducts an ongoing assessment of the risks related to our compensation policies and practices. This team reviews and discusses the various design features and characteristics of our Company-wide compensation policies and programs. The team also considers the elements of our compensation program for our senior executives including the performance measures used for the Annual Cash Incentive Compensation program and our long termlong-term incentive programs. Senior management obtains and evaluates data from a REIT peer group reflecting a comparison of compensation practices and pay levels for comparable positions within that group to assess the competitiveness of our compensation levels.

The Compensation Committee is responsible for overseeing the risks relating to compensation policies and practices affecting senior management on an ongoing basis. In performing this responsibility, the Compensation Committee utilizedutilizes the services of aits independent compensation consultant to obtain advice and assistance in the design and implementation of incentive compensation programs for our executives. The consultant does no work for management, unless requested by the Chairman of the Compensation Committee. In reviewing whether our compensation policies and practices encourage excessive risk-taking, the Compensation Committee also considers senior management's assessment described above. We believe the following factors reduce the likelihood that our compensation policies and practices would encourage excessive risk-taking:

•

Our policies and programs are intended to encourage retention of our executives so that they can focus on achieving long-term objectives.

•

Our overall compensation is maintained at levels that are competitive with the market.

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COMPENSATION DISCUSSION AND ANALYSIS

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Our compensation mix is designed in large part to reward long-term performance and is balanced among (i) fixed cash components, (ii) incentives that reward improvements in total Company performance and business unit performance, (iii) components measured by individual performance, and (iv) performance-based incentive opportunities that may be realized in the future.

•

Our policies and programs are intended to encourage retention of our executives so that they can focus on achieving long-term objectives.

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Our overall compensation is maintained at levels that are competitive with the market.

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Our Annual Cash Incentive Compensation is weighted based on the achievement of several different financial and operational performance measures; the Compensation Committee has ultimate oversight in determining the Annual Cash Incentive Compensation allocation, thereby mitigating the risk that any one measure can dominate the payouts based on any formula.

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Our NEO Performance-Based LTIP programs useProgram uses both absolute and relative TSR performance measures over three-year performance periods and additionalperiods.

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Our NEO Performance-Based LTIP Program includes a two-year service-based vesting requirements.requirement after the conclusion of the three-year performance period.

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Awards under David Simon's 2011 CEO Retention Agreement are subject to performance conditions that begin on January 1, 2015, at the earliest.and post-earning vesting requirements. The awards will only be earned if performance measures are achieved.

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All NEO equity-based awards are subject to multi-year performance requirements, as well as post-earning vesting requirements.

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Executive officers are subject to minimum stock ownership guidelines, equity award multi-year vesting requirements and limitations on trading our securities, including prohibitions on hedging our securities, under our Insider Trading Policy.

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32     SIMON PROPERTY GROUP   

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COMPENSATION DISCUSSION AND ANALYSIS

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The Compensation Committee has discretion to decrease incentive performance targets and payouts when it determines that such adjustments would be in the best interests of usthe Company and our stockholders.

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All LTIP unit awards contain "double trigger" change in control provisions.

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All award agreements we have entered into with executive officers contain clawback provisions permitting the Company to recoup compensation tied to the achievement of financial targets if the compensation would not have been earned based on restated financial results.

Based on the foregoing, we believethe Committee believes that our compensation policies and programs are not reasonably likely to have a material adverse effect on us.the Company.

COMPENSATION DECISIONS FOR 2017

In February 2017, the Committee met to make decisions related to our NEOs' base salaries and long-term incentive opportunities and approve the funding goals for 2017 under our Annual Cash Incentive Compensation program.

2017 BASE SALARIES

The Committee accepted Mr. Simon's recommendation, and the base salaries for our CEO and all other NEOs will be unchanged for 2017.

2017 ANNUAL CASH INCENTIVE COMPENSATION PROGRAM

The 2017 Annual Cash Incentive Compensation program approved by the Committee is substantially similar to the 2016 Annual Cash Incentive Compensation program described on pages 27-28.

The 2017 Annual Cash Incentive Compensation program FFO goals were approved early in 2017 and will be disclosed in our 2018 Proxy Statement.

NO 2017-2019 LTIP PROGRAM

In connection with the Committee making determinations with respect to the 2017 executive compensation program at its meeting in February 2017, David Simon requested, of his own volition, that the Committee not establish a 2017-2019 LTIP Plan based on the challenging business conditions in the retail industry that the Company is facing and the Committee concurred. In connection with this recommendation, Mr. Simon unilaterally waived his right under his employment agreement to receive the 2017 annual performance-based LTIP units.

We believe that the NEOs and other participating executives have significant earning opportunities and potential for 2017 and 2018 based on the currently effective 2015-2017 LTIP Plan and the 2016-2018 LTIP Plan. We also believe that this performance-based component of our executive compensation program continues to align our participating executives' interests with those of our stockholders.

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COMPENSATION DISCUSSION AND ANALYSIS

SUMMARY COMPENSATION TABLE

NAME (A)		YEAR (B)		SALARY (C)		NON-EQUITY INCENTIVE COMPENSATION(1) ($) (D)		STOCK AWARDS(2) ($) (E)		ALL OTHER COMPENSATION(3) ($) (F)		TOTAL ($) (G)		YEAR (B)		SALARY (C)		BONUS(1) ($) (D)		STOCK AWARDS(2) ($) (E)		ALL OTHER COMPENSATION(3) ($) (F)		TOTAL ($) (G)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
David Simon		2014		1,250,000		3,500,000		9,972,444		16,802		14,739,246		2016		1,250,000		2,500,000		9,472,676		15,398		13,238,074
		2013		1,250,000		3,000,000		11,428,976		16,552		15,695,528
		2012		1,250,000		4,000,000		11,957,420		15,491		17,222,911
​		​	​	​	​	​	​	​	​	​	​	​
Andrew A. Juster(4)		2014		450,000		690,000		2,243,795		17,704		3,401,499
		2013		—		—		—		—		—
Chairman and CEO														2015		1,250,000		3,500,000		9,470,774		13,433		14,234,207
		2012		—		—		—		—		—		2014		1,250,000		3,500,000		9,972,444		16,802		14,739,246
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Richard S. Sokolov		2014		800,000		1,380,000		5,484,814		333,900		7,998,714		2016		800,000		1,125,000		2,991,372		258,191		5,174,563
		2013		800,000		1,200,000		5,472,820		345,538		7,818,358
		2012		800,000		1,500,000		5,729,585		374,459		8,404,044
​	​	​	​	​	​	​	​	​	​	​	​	​
James M. Barkley		2014		566,500		948,750		3,988,957		19,156		5,523,363
		2013		566,500		825,000		3,980,287		18,906		5,390,693
President and Chief Operating Officer														2015		800,000		1,250,000		4,984,618		332,718		7,367,336
		2012		566,500		1,000,000		4,982,279		17,317		6,566,096		2014		800,000		1,380,000		5,484,814		333,900		7,998,714
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
David J. Contis		2014		750,000		500,000		2,493,175		13,696		3,756,871		2016		750,000		900,000		2,492,809		14,178		4,156,987
		2013		750,000		950,000		1,990,118		13,446		3,703,564
President—Simon Malls														2015		750,000		1,250,000		2,243,078		13,946		4,257,024
		2012		750,000		750,000		2,742,927		3,196		4,246,123		2014		750,000		500,000		2,493,175		13,696		3,756,871
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Stephen E. Sterrett(5)		2014		515,000		400,000		0		17,123		932,123
		2013		515,000		775,000		3,980,287		17,946		5,288,233
Andrew A. Juster														2016		500,000		585,000		2,492,809		16,542		3,594,351
Executive Vice President and Chief Financial Officer														2015		500,000		650,000		2,492,309		13,433		3,655,742
		2012		515,000		1,000,000		4,982,279		16,572		6,513,851		2014		450,000		690,000		2,243,795		17,704		3,401,499
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
John Rulli														2016		463,500		450,000		2,243,529		16,146		3,173,175
Chief Operating Officer Malls and Chief Administrative Officer														2015		—		—		—		—		—
														2014		—		—		—		—		—
​													​	​	​	​	​	​	​	​	​	​	​	​

(1)

Bonuses earned with respect to the indicated year were paid in the following year under our Annual Cash Incentive compensationCompensation program. See the "2014"2016 Annual Cash Incentive Compensation" section earlier in thisthe Compensation Discussion and Analysis for information about how we determined the payments for 2014.2016.

(2)

Represents the total grant date fair value of all equity-based awards made during 20142016 determined in accordance with ASC 718. These include (a) for 20142016 and 2013,2015, the maximum awards under the 20142016-2018 and 20132015-2017 LTIP programs,Programs, respectively (even though those LTIP units remain subject to performance measures during a three-year performance period that has not yet ended and, once earned, are subject to further vesting requirements), and (b) for 2012,2014, the earned awards under the 20122014-2016 LTIP programProgram (even though those LTIP units remain subject to vesting requirements).

We engaged a major public accounting firm thatDeloitte, who is not our independent registered public accounting firm, to develop the grant date fair values of the LTIP programsPrograms using a Monte Carlo simulation. Three simulations were conducted using assumptions regarding the total stock return on the Company's common stock and the relative total returns of the S&P 500 Index and MSCI U.S. REIT Index (RMS), as well as expected volatility, risk-free investment rates, correlation coefficients, dividend reinvestment, and other factors. The grant date fair values of the awards in the 20142016 LTIP program,Program, as of April 16, 2014,March 1, 2016, were as follows (net of the purchase price of $0.25 per unit to be paid by the participant):