candidate for more information. A stockholdershareholder who wishes to nominate an individual as a director candidate at thean annual meeting of stockholders,shareholders, rather than either recommend the individual to the Governance and Nominating Committee as a nominee or utilize the proxy access process described above and set forth in Section 1.11 of our By-Laws, shall comply with the advance notice requirements for stockholdershareholder 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 stockholdersshareholders 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 simultaneously serve on more than four boards of public companies, including our Board, then the Board or Governance and Nominating Committee must determine that serving on more than four

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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. Although we do not have term limits or a mandatory retirement age for our directors, we do believe that periodic board refreshment is beneficial. Consistent with this belief, in the last five years we have appointed four new directors, including two new directors in the last three years.

COMMUNICATIONS WITH THE BOARD

The Board has implemented a process by which our stockholdersshareholders and other interested parties may communicate with one or more members of our Board, its committees, the Lead Independent Director, or the independent 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.

STOCKHOLDERSHAREHOLDER ENGAGEMENT AND OUTREACH

The Company has continued to reach out to and engage with stockholders in 2016 and early 2017shareholders, over the course of the past year, concerning, among other things, proxy accessexecutive compensation, sustainability, political contributions, and voting standards.inclusiveness. In addition, since our 20162019 annual meeting and before mailing this Proxy Statement, our executive officers and certain independent members of our Board have considered the input received from stockholders (in face-to-face discussions, conference calls, and/or written communication) representing well over 50%shareholders through a variety 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 SEC and the NYSE. Based on our records and other information, we believe that during the year ended December 31, 2016 all applicable Section 16(a) filing requirements were met, other than (i) Forms 4 for each of David 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.means.

TRANSACTIONS WITH RELATED PERSONS

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 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% stockholdershareholder 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 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 Restated Certificate of Incorporation requires that at least a majority of our directors be neither our employees nor members or affiliates of members of the Simon family. Our Restated Certificate of Incorporation further requires that transactions involving the Company, individually or in our capacity as general partner of our 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. We currently have eightten 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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TRANSACTIONS WITH THE SIMONS

PursuantWe provide MSA with office space and legal, human resource administration, property specific financing and other support services to Melvin Simon and Associates, Inc. ("MSA"), a related party, for which we received a fee of $600,000 in 2019 which is net of our reimbursement to Mr. Herbert Simon for costs incurred to operate his personal aircraft when used for Company related business purposes. These payments and reimbursements were reviewed and approved by the Audit Committee.

In addition, pursuant 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 owned by entities in which Mr. David Simon and Mr. Herbert Simon have ownership interests, that were not contributed to the Operating Partnership. In addition, in 2016 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 2016,which we received $4,533,622a fee of $3,899,001 in fees2019. MSA is owned 30.94% by trusts for the benefit of Mr. Herbert Simon, 3.04% by a trust for the benefit of Mr. David Simon, and reimbursements from MSA and its affiliates for rendering management and insurance-related services to MSA and its affiliates.by certain other shareholders. These agreements have been reviewed and approved by the Audit Committee. In 2016,2019, we reimbursed

Mr. David Simon $1,977,420$2,004,834 for the Company-related business use of his personal aircraft.aircraft and an alternative aircraft when his personal aircraft was out of service. Our reimbursement for use of Mr. David Simon's personal aircraft is based upon a below-market hourly cost of operating the aircraft and the verified number of hours used for Company business, plus reimbursement for certain out-of-pocket expenses. These reimbursements were reviewed and approved by the Audit Committee.

We provide MSA with office spaceThe Company hired Mr. Eli Simon as Senior Vice President of Corporate Investments on May 20, 2019. Mr. Eli Simon is the son of Mr. David Simon, the Company's Chairman of the Board, CEO, and legal, human resource administration, property specific financingPresident and other support services, and MSA paid us $600,000 for these services in 2016, which is netthe grand nephew of our reimbursement ofMr. Herbert Simon for costs incurredthe Company's Chairman Emeritus. Mr. Eli Simon was hired at a base salary of $300,000 per year and on July 15, 2019 the Compensation Committee approved a grant of restricted common stock to operate his personal aircraft when used for Company related business purposes.Mr. Eli Simon with a grant date value of $250,000 which vests over a three year period, in equal installments. These payments and reimbursementsterms of employment were reviewed and approved by the Audit Committee.

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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. Members of our Board are kept informed of our business through discussions with our Chairman and 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.shareholders.

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All of our directors attended the 20162019 annual meeting. During 2016,2019, the Board met five times.six times, including two telephonic meetings.

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All of our directors participated in more than 75% of the aggregate number of meetings of the Board and the committees on which they serve.served in 2019.

EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS

The independent directors meet in executive session without management present in connection with each regularly scheduled non-telephonic Board meeting as well as when the need arises. During 2016, in addition to having executive sessions after each Board meeting,2019, the independent directors met two additional times.had meetings after four Board meetings. The Lead Independent Director presided over all of these executive sessions and meetings of the independent directors.meetings.

The name of the current Lead Independent Director is posted in the Governance section of our website,www.simon.com, under "Investors". The Board's Lead Independent Director is appointed by the independent members of the Board and the responsibilities of the Lead Independent Director are discussed in the section of this Proxy Statement 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 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:

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

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

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

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

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

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call meetings of the independent directors;

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

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

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DIRECTOR COMPENSATION

COMPENSATION OF INDEPENDENT DIRECTORS

The Board believes that competitive compensation arrangements are necessary to attract and retain qualified independent directors. On February 12, 2018, after conducting an extensive review, including analyzing the compensation practices of leading companies of similar size to the Company, under supervision of the Governance and Nominating Committee, and upon recommendation of the Compensation Committee's independent compensation consultant, Semler Brossy, the Board approved changes to the compensation arrangements for independent directors of the Company. These were the first changes made to the overall compensation program for the Board's independent directors since 2015.

The Company compensatescontinues to compensate its independent directors through the use of annual retainers. TheAfter the independent directors are elected, the Company providesawards each independent director an annual cash retainer of $100,000$110,000, paid quarterly, and an annualmakes a restricted stock award retainer with a grant date value of $150,000.$175,000 that vests on the first anniversary of the grant date. 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 Lead 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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20162019 INDEPENDENT DIRECTOR COMPENSATION

The following table sets forth information regarding the compensation we paid to our independent directors for 2016:2019: