UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 12, 2020
SIMON PROPERTY GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14469 | 04-6268599 |
| (Simon Property Group, Inc.) | (Simon Property Group, Inc.) | (Simon Property Group, Inc.) |
| Delaware | 001-36110 | 34-1755769 |
225 West Washington Street
Indianapolis, Indiana 46204
(Address of principal executive offices)
| (317) 636-1600 |
| (Registrant’s telephone number, including area code) |
| Not Applicable |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| Common stock, $0.0001 par value | SPG | New York Stock Exchange | ||
| 8⅜% Series J Cumulative Redeemable Preferred Stock, $0.0001 par value | SPGJ | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 5.07 Submission of Matters to a Vote of Security Holders
At the 2020 Annual Meeting of shareholders of Simon Property Group, Inc. (the “Company”), held on May 12, 2020, the Company’s shareholders voted on the following business items which were set forth in the notice for the meeting:
Proposal 1 — Election of Directors: a proposal to elect ten (10) directors each for a one-year term ending at the 2021 Annual Meeting of Shareholders. All of the nominees for director received the requisite votes to be elected;
Proposal 2 — Advisory Vote to Approve the Compensation of our Named Executive Officers: a proposal to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Company’s proxy statement received approximately 97% of the votes cast; and
Proposal 3 — Ratification of Independent Registered Public Accounting Firm: a proposal to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2020 received the requisite votes to be ratified.
The vote tabulation for each proposal is as follows:
Proposal 1 — Election of Directors
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||
| Glyn F. Aeppel | 258,937,234 | 4,402,230 | 156,695 | 15,041,617 | ||||||||||||
| Larry C. Glasscock | 256,861,005 | 6,474,084 | 161,070 | 15,041,617 | ||||||||||||
| Karen N. Horn, Ph.D. | 240,504,718 | 22,538,863 | 452,578 | 15,041,617 | ||||||||||||
| Allan Hubbard | 249,444,415 | 13,892,514 | 159,230 | 15,041,617 | ||||||||||||
| Reuben S. Leibowitz | 248,466,393 | 14,833,548 | 196,218 | 15,041,617 | ||||||||||||
| Gary M. Rodkin | 257,088,593 | 6,245,372 | 162,194 | 15,041,617 | ||||||||||||
| Stefan M. Selig | 243,712,988 | 19,622,542 | 160,629 | 15,041,617 | ||||||||||||
| Daniel C. Smith, Ph.D. | 257,602,009 | 5,739,647 | 154,503 | 15,041,617 | ||||||||||||
| J. Albert Smith, Jr. | 235,549,337 | 27,753,822 | 193,000 | 15,041,617 | ||||||||||||
| Marta R. Stewart | 262,561,348 | 707,874 | 226,937 | 15,041,617 | ||||||||||||
The voting trustees who vote the Company’s Class B common stock voted all 8,000 outstanding Class B shares for the election of the following three (3) persons as directors:
David Simon
Herbert Simon
Richard S. Sokolov
Proposal 2 — Advisory Vote to Approve the Compensation of our Named Executive Officers
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 255,308,852 | 7,706,533 | 480,774 | 15,041,617 | |||||||||||
Proposal 3 — Ratification of Independent Registered Public Accounting Firm
| FOR | AGAINST | ABSTAIN | ||||||||
| 272,383,489 | 5,953,947 | 200,340 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 13, 2020 | ||
| SIMON PROPERTY GROUP, INC. | ||
| By: | /s/ Steven E. Fivel | |
| Name: Steven E. Fivel | ||
| Title: General Counsel and Secretary | ||