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David Simon
Chairman of the Board, Chief Executive Officer and President March 29, 2022 |
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Whether or not you plan to attend the virtual 2022 Annual Meeting, please read the Proxy Statement and vote your shares. Instructions for voting by mail, Internet, telephone and mobile device are included in your Notice of Internet Availability of Proxy Materials or proxy card (if you receive your materials by mail). We hope that after you have reviewed the Proxy Statement you will vote in accordance with the Board’s recommendations. Our 2021 Annual Report to Shareholders accompanies, but is not part of, or incorporated into, this Proxy Statement.
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WHEN
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Wednesday, May 11, 2022, 8:30 a.m. Eastern Daylight Time
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WHERE
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Online only at
virtualshareholdermeeting.com/SPG2022 See page 3 for additional instructions |
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RECORD DATE
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Shareholders of record at the close of business on March 15, 2022, are entitled to vote
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Proposal
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Board
Recommendation |
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1
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Elect the fourteen director nominees named in this Proxy Statement, including three directors to be elected by the voting trustees who vote the Class B common stock;
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FOR EACH
NOMINEE (see page 16)
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2
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Advisory vote to approve the compensation of our Named Executive Officers;
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FOR
(see page 33)
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3
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Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022; and
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FOR
(see page 60)
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4
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Other business as may properly come before the meeting or any adjournments or postponements of the meeting.
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BEFORE THE VIRTUAL MEETING
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DURING THE VIRTUAL MEETING
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BY TELEPHONE
Dial toll-free 24/7
1-866-690-6903 |
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BY MAIL
Cast your ballot, sign your proxy card and send by pre-paid mail
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Please visit online and follow instructions at:
virtualshareholdermeeting.com/SPG2022 |
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ONLINE
Vote 24/7
www.proxyvote.com |
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BY MOBILE DEVICE
Scan the QR Code
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| 1 |investors.simon.com | |
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PROPOSAL
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MORE
INFORMATION |
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BOARD
RECOMMENDATION |
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BROKER
NON-VOTES |
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ABSTENTIONS
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VOTES REQUIRED
FOR APPROVAL |
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1
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Elect the eleven (11) independent director nominees named in this Proxy Statement
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Page 16
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FOR
ALL NOMINEES |
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Do not impact outcome.
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Do not impact outcome.
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More votes FOR than AGAINST. Under our By-Laws, a nominee who receives more AGAINST votes than FOR votes will be required to tender his or her resignation.
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2
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Advisory vote to approve the compensation of our Named Executive Officers
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Page 33
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FOR
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Do not impact outcome.
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Do not impact outcome.
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Majority of votes cast.
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3
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Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022
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Page 60
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FOR
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N/A
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Do not impact outcome.
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Majority of votes cast.
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2022 Proxy Statement| 2
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| 3 |investors.simon.com | |
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WHEN
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Wednesday, May 11, 2022, 8:30 a.m. Eastern Daylight Time
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WHERE
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Online only at virtualshare holdermeeting.com/SPG2022
See page 3 for additional instructions |
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RECORD DATE
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Shareholders of record at the close of business on March 15, 2022, are entitled to vote
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Proposals Which Require Your Vote
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Board
Recommendation |
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1
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Elect the eleven (11) independent director nominees named in this Proxy Statement;
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FOR EACH
NOMINEE (see page 16)
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Advisory vote to approve the compensation of our Named Executive Officers;
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FOR
(see page 33)
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3
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Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022; and
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FOR
(see page 60)
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4
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Other business as may properly come before the meeting or any adjournments or postponements of the meeting.
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2022 Proxy Statement| 4
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Committee Membership
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Director and
Principal Occupation |
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Independent
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Audit
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Compensation and
Human Capital |
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Governance and
Nominating |
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Independent Directors
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Glyn F. Aeppel
President and CEO of Glencove Capital |
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Larry C. Glasscock
Former Chairman and CEO of Anthem, Inc |
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Karen N. Horn, Ph.D.
Senior Managing Director of Brock Capital Group |
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Allan Hubbard
Co-Founder, Chairman and Partner of E&A Companies |
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Reuben S. Leibowitz
Managing Member of JEN Partners |
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Gary M. Rodkin
Retired Chief Executive Officer of ConAgra Foods, Inc. |
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Peggy Fang Roe
Global Officer, Customer Experience, Loyalty & New Ventures of Marriott International |
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Stefan M. Selig
Founder of BridgePark Advisors LLC |
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Daniel C. Smith, Ph.D.
Clare W. Barker Professor of Marketing, Indiana University, Kelley School of Business |
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J. Albert Smith, Jr.
Chairman, Chase Bank in Central Indiana and Managing Director of J.P. Morgan Private Bank |
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Marta R. Stewart
Retired Executive Vice President & Chief Financial Officer of Norfolk Southern Corporation |
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Class B Directors
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David Simon
Chairman of the Board, Chief Executive Officer & President of the Company |
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Herbert Simon
Chairman Emeritus of the Board of the Company |
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87
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Richard S. Sokolov
Vice Chairman of the Company |
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Committee Chair
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Committee Member
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Audit Committee financial expert
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Lead Independent Director
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Independent Director
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| 5 |investors.simon.com | |
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2022 Proxy Statement| 6
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| 7 |investors.simon.com | |
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2022 Proxy Statement| 8
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| 9 |investors.simon.com | |
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DAVID SIMON
Chairman of the Board, Chief Executive Officer and President
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LARRY C. GLASSCOCK
Lead Independent Director
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| | Mr. David Simon has served since 2007 as the Chairman of the Board (“Chairman”) and Chief Executive Officer (“CEO”) and since February 15, 2019, also as our President. The Board believes that having Mr. David Simon fill these leadership roles is an appropriate and efficient leadership structure. | | | | In March of 2014, Larry C. Glasscock was appointed by our independent directors to serve as our Lead Independent Director. The Lead Independent Director performs the duties specified in the Governance Principles described below 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. | |
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Together, our CEO and Lead Independent Director deliver clear leadership, effective decision-making, and a cohesive corporate strategy for the Company.
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2022 Proxy Statement| 10
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Financial/
Accounting Literacy |
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Capital
Markets Experience |
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Real Estate
Development/ Management Experience |
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Executive
Leadership |
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Risk
Management |
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Marketing/
Brand Management/ Consumer Focus |
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Retail
Distribution |
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Technology/
Innovation |
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Human
Capital Management |
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International
Business Experience |
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Public
Policy/ Government Experience |
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Corporate
Governance |
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Ethnic
Diversity |
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G. AEPPEL
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L. GLASSCOCK
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K. HORN
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A. HUBBARD
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R. LEIBOWITZ
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G. RODKIN
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P. F. ROE
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S. SELIG
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D. SMITH
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J. A. SMITH
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M. STEWART
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D. SIMON
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H. SIMON
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| 11 |investors.simon.com | |
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AUDIT COMMITTEE
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Oversee and discuss with management the Company’s annual disclosure of its sustainability, including
ESG matters and efforts in the form of an annual sustainability report.
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COMPENSATION AND
HUMAN CAPITAL COMMITTEE |
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Oversight of human capital management, including but not limited to management succession planning, DEI, and talent development.
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Periodically review and make recommendations to the Board, as appropriate, with respect to certain of the Company’s human capital management strategies and policies, including with respect to matters such as DEI, management succession planning, workplace environment and culture, and talent recruitment, development and retention.
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GOVERNANCE AND
NOMINATING COMMITTEE |
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Assist the Board in reviewing and overseeing the Company’s policies relating to sustainability, including ESG matters (except as may be specifically retained by the Board or delegated to other Board committees).
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Assist and generally advise the Board on ESG matters, including overseeing the Company’s ESG strategy and related goals and policies, and periodically review with management the Company’s progress towards the achievement of such strategy and goals.
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2022 Proxy Statement| 12
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| 13 |investors.simon.com | |
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2022 Proxy Statement| 14
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| 15 |investors.simon.com | |
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THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE FOLLOWING INDEPENDENT DIRECTOR NOMINEES:
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COMMITTEES
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Governance and Nominating
OTHER CURRENT
PUBLIC COMPANY BOARDS
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AvalonBay Communities, Inc.
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GLYN F. AEPPEL
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Director since: 2016
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| PRESIDENT AND CHIEF EXECUTIVE OFFICER OF GLENCOVE CAPITAL | | |||||||
| Age: 63 | Independent | | |||||||
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CAREER HIGHLIGHTS
President and Chief Executive Officer of Glencove Capital, a lifestyle hospitality investment and advisory company that she founded in 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 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 Marriott Corporation. Ms. Aeppel currently serves on the board of directors of AvalonBay Communities, Inc., where she is a member of the nominating and governance committee and of the investment and finance committee. She also serves on the boards of Exclusive Resorts, LLC, Gilbane Inc., and Concord Hospitality Enterprises, all privately held companies. Ms. Aeppel previously served on the boards of Key Hospitality Acquisition Corporation, Loews Hotels Corporation and Sunrise Senior Living, Inc.
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SPECIFIC SKILLS AND EXPERIENCE RELEVANT TO OUR COMPANY
Ms. Aeppel has more than 30 years of experience in property acquisitions, development and financing. Ms. Aeppel has experience in both public and private companies focusing on the acquisition, operation and branding of hotel properties, including serving as Chief Investment Officer at Andre Balazs Properties and Executive Vice President, Acquisitions and Development, of Loews Hotel Corporation. She is a member of our Governance and Nominating Committee.
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2022 Proxy Statement| 16
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COMMITTEES
•
Lead Independent Director
•
Audit
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Governance and Nominating
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
Sysco Corporation
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LARRY C. GLASSCOCK
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Director since: 2010
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| RETIRED CHAIRMAN AND CEO OF ANTHEM, INC. | | |||||||
| Age: 73 | Independent | | |||||||
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CAREER HIGHLIGHTS
Former Chairman and CEO of 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., as a director for Sprint Nextel Corporation until 2013, and as a director and non-executive chairman of Zimmer Biomet Holdings, Inc. until 2021. Mr. Glasscock currently is a director of Sysco Corporation where he is the chairman of the corporate governance and nominating committee, a member of the executive committee, and a member of the compensation and leadership development committee.
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SPECIFIC SKILLS AND EXPERIENCE RELEVANT 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. In addition, he worked in financial services for over 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 has determined that he is an “audit committee financial expert”.
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COMMITTEES
•
Governance and Nominating (Chair)
OTHER CURRENT
PUBLIC COMPANY BOARDS
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None
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KAREN N. HORN, PH.D.
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Director since: 2004
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| SENIOR MANAGING DIRECTOR OF BROCK CAPITAL GROUP | | |||||||
| Age: 78 | Independent | | |||||||
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CAREER HIGHLIGHTS
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 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. She is a member of the board and past chairman of the National Bureau of Economic Research and is Vice Chairman of the U.S. Russia Foundation. She previously served as a director of Eli Lilly and Company, Norfolk Southern Corporation and T. Rowe Price Mutual Funds.
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SPECIFIC SKILLS AND EXPERIENCE RELEVANT 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 has previously served as a director of several other publicly-held companies. She is a member of our Governance and Nominating Committee, which she chairs.
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| 17 |investors.simon.com | |
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COMMITTEES
•
Compensation and Human Capital
•
Governance and Nominating
OTHER CURRENT
PUBLIC COMPANY BOARDS
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None
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ALLAN HUBBARD
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Director since: 2009
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| CO-FOUNDER, CHAIRMAN AND PARTNER OF E&A COMPANIES | | |||||||
| Age: 74 | Independent | | |||||||
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CAREER HIGHLIGHTS
Co-Founder and Chairman and Partner of E&A Companies, a privately-held holding company that acquires and operates established 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 on Competitiveness for the George H.W. Bush administration. Mr. Hubbard previously served as a director of Acadia Healthcare, Anthem, Inc., PIMCO Equity Series, and PIMCO Equity Series VIT.
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| |
SPECIFIC SKILLS AND EXPERIENCE RELEVANT TO OUR COMPANY
Mr. Hubbard has more than 30 years 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 and Human Capital Committee and Governance and Nominating Committee.
|
| ||||
| |
|
|
| |
COMMITTEES
•
Compensation and Human Capital (Chair)
•
Audit
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
None
|
| |
REUBEN S. LEIBOWITZ
|
| |
Director since: 2005
|
|
| MANAGING MEMBER OF JEN PARTNERS | | |||||||
| Age: 74 | Independent | | |||||||
|
CAREER HIGHLIGHTS
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 four other public companies.
|
| |
SPECIFIC SKILLS AND EXPERIENCE RELEVANT 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 implementing 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 and Human Capital Committee, which he chairs. The Board has determined that he is an “audit committee financial expert”.
|
| ||||
| |
|
|
|
|
| |
2022 Proxy Statement| 18
|
|
| |
COMMITTEES
•
Governance and Nominating
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
McCormick & Company, Incorporated
|
| |
GARY M. RODKIN
|
| |
Director since: 2015
|
|
| RETIRED CHIEF EXECUTIVE OFFICER AND DIRECTOR OF CONAGRA FOODS, INC. | | |||||||
| Age: 69 | Independent | | |||||||
|
CAREER HIGHLIGHTS
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. Mr. Rodkin currently serves on the board of directors of McCormick & Company, Incorporated, where he is a member of the Nominating/Corporate Governance committee. He has served as a director of ConAgra Foods, Inc. and Avon Products, Inc.
|
| |
SPECIFIC SKILLS AND EXPERIENCE RELEVANT 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 food service operations globally as the former Chief Executive Officer of ConAgra Foods, Inc. Mr. Rodkin serves on our Governance and Nominating Committee.
|
| ||||
| |
|
|
| |
COMMITTEES
•
Ms. Roe will be appointed to one or more committees when the Board meets after the 2022 Annual Meeting.
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
None
|
| |
PEGGY FANG ROE
|
| |
Director since: 2021
|
|
| GLOBAL OFFICER, CUSTOMER EXPERIENCE, LOYALTY & NEW VENTURES OF MARRIOTT INTERNATIONAL | | |||||||
| Age: 50 | Independent | | |||||||
|
CAREER HIGHLIGHTS
Global Officer, Customer Experience, Loyalty & New Ventures, for Marriott International since 2020. Ms. Roe oversees customer experience design and innovation, data strategy and analytics, new ventures and the company’s award-winning loyalty program, Marriott Bonvoy. Ms. Roe also provides support and leadership for the Chief Sales and Marketing Officers across Marriott’s International portfolio outside of the United States. Ms. Roe joined Marriott International in 2003 and has served in several positions before being named Global Officer, including Chief Sales and Marketing Officer Asia Pacific, Global Operations, Global Brand Marketing and Brand Management. She is the co-founder of Marriott’s Women in Leadership initiative in Asia Pacific and is a board member of the Hong Kong chapter of the Asian University of Women in Bangladesh. Ms. Roe currently serves as the Board Chair for the Marriott—Alibaba joint venture.
|
| |
SPECIFIC SKILLS AND EXPERIENCE RELEVANT TO OUR COMPANY
Ms. Roe has more than 18 years of experience in the hotel industry and currently serves as Global Officer, Customer Experience, Loyalty & New Ventures, for one of the largest hospitality companies in the world. During her tenure at Marriott International, Ms. Roe has gained extensive experience in globalization, leadership and management.
|
| ||||
| |
|
|
| 19 |investors.simon.com | |
| |
COMMITTEES
•
Audit
•
Compensation and Human Capital
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
Safehold Inc.
|
| |
STEFAN M. SELIG
|
| |
Director since: 2017
|
|
| FOUNDER OF BRIDGEPARK ADVISORS LLC | | |||||||
| Age: 59 | Independent | | |||||||
|
CAREER HIGHLIGHTS
Founder of BridgePark Advisors LLC, a strategic advisory firm. Prior to that Mr. Selig served as the Undersecretary of Commerce for International Trade for the U.S. Department of Commerce from 2014 to 2016. Mr. Selig previously was with Bank of America Merrill Lynch from 1999 to 2014, ultimately serving as Executive Vice Chairman of Global Corporate and Investment Banking. Mr. Selig currently serves on the board of directors of Safehold Inc. where he is the lead independent director and serves on each of the audit, compensation, and nominating and governance committees. In the past five years, Mr. Selig served on the board of directors of Rotor Acquisition Corp. where he was a member of the audit committee; on the board of directors of Tuscan Holdings Corp. where he was a member of the audit committee; and on the board of directors of Entercom Communications Corp.
|
| |
SPECIFIC SKILLS AND EXPERIENCE RELEVANT TO OUR COMPANY
Mr. Selig is a highly accomplished banker and senior executive who has served in prominent leadership roles in both the private and public sectors. Mr. Selig also has extensive government and economic policy experience, having served as the Undersecretary of Commerce for International Trade for the U.S. Department of Commerce. Mr. Selig serves on our Audit Committee and our Compensation and Human Capital Committee. The Board has determined that he is an “audit committee financial expert”.
|
| ||||
| |
|
|
| |
COMMITTEES
•
Compensation and Human Capital
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
None
|
| |
DANIEL C. SMITH, PH.D.
|
| |
Director since: 2009
|
|
| CLARE W. BARKER PROFESSOR OF MARKETING, INDIANA UNIVERSITY, KELLEY SCHOOL OF BUSINESS | | |||||||
| Age: 64 | Independent | | |||||||
|
CAREER HIGHLIGHTS
The Clare W. Barker Professor of Marketing at the Kelley School of Business at Indiana University (the “Kelley School”). Served as President and Chief Executive Officer of the Indiana University Foundation from 2012 to 2020 and as Dean of the Kelley School from 2005 to 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 Faculty and Research.
|
| |
SPECIFIC SKILLS AND EXPERIENCE RELEVANT 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 as the President and Chief Executive Officer of one of the nation’s largest university foundations with over $2.5 billion of assets. Both as Dean and Foundation Chief Executive Officer, he was responsible for financial oversight and long-term financial planning, hiring and retention policies, compensation policies, public relations and overall long-term strategy. He serves on our Compensation and Human Capital Committee.
|
| ||||
| |
|
|
|
|
| |
2022 Proxy Statement| 20
|
|
| |
COMMITTEES
•
Audit (Chair)
•
Compensation and Human Capital
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
None
|
| |
J. ALBERT SMITH, JR.
|
| |
Director since: 1993
|
|
| CHAIRMAN, CHASE BANK IN CENTRAL INDIANA AND MANAGING DIRECTOR OF J.P. MORGAN PRIVATE BANK | | |||||||
| Age: 81 | Independent | | |||||||
|
CAREER HIGHLIGHTS
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 SKILLS AND EXPERIENCE RELEVANT 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 and Human Capital Committee and our Audit Committee, which he chairs. The Board has determined that he is an “audit committee financial expert”.
|
| ||||
| |
|
|
| |
COMMITTEES
•
Audit
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
Sherwin-Williams Company
|
| |
MARTA R. STEWART
|
| |
Director since: 2018
|
|
| RETIRED EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF NORFOLK SOUTHERN CORPORATION | | |||||||
| Age: 64 | Independent | | |||||||
|
CAREER HIGHLIGHTS
Executive Vice President and Chief Financial Officer of Norfolk Southern Corporation, one of the nation’s premier transportation companies, from 2013 until her retirement in 2017. Mrs. Stewart began her career at Peat Marwick (a predecessor to KPMG). Mrs. Stewart joined Norfolk Southern Corporation in 1983 and served in several finance positions before becoming Vice President & Controller in 2003 and then Vice President & Treasurer in 2009. Mrs. Stewart currently serves on the board of directors for Sherwin-Williams Company, where she is a member of the audit committee. In the past five years, Mrs. Stewart served on the board of directors of The Raytheon Company where she was a member of the audit committee and of the public policy and corporate responsibility committee from 2018 to 2020.
|
| |
SPECIFIC SKILLS AND EXPERIENCE RELEVANT TO OUR COMPANY
Mrs. Stewart has more than 30 years of experience in finance and served as Chief Financial Officer for one of the largest railway companies in the world. In that role, Mrs. Stewart gained extensive experience in leadership and management as well as expertise in accounting systems and controls of a Fortune 500 company traded on the NYSE. Mrs. Stewart serves on our Audit Committee. The Board has determined that she is an “audit committee financial expert”.
|
| ||||
| |
|
|
| 21 |investors.simon.com | |
| |
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
Klépierre, S.A
•
Simon Property Group Acquisition Holdings, Inc.
•
Apollo Global Management, Inc.
|
| |
DAVID SIMON
|
| |
Director since: 1993
|
|
| CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY | | |||||||
| Age: 60 | Class B Director Nominee | | |||||||
|
CAREER HIGHLIGHTS
Chairman of the Company since 2007, CEO of the Company or its predecessor since 1995 and President of the Company since February 2019; a director of the Company or its predecessor since its incorporation in 1993; and President of the Company’s predecessor from 1993 to 1996. From 1985 to 1990, Mr. Simon was an investment banker at two Wall Street firms, specializing in mergers and acquisitions and leveraged buyouts. He is the nephew of Mr. Herbert Simon.
|
| |
SPECIFIC SKILLS AND EXPERIENCE RELEVANT TO OUR COMPANY
Mr. Simon has served as our CEO or the CEO of our predecessor for over 25 years. During that time he has provided leadership in the development and execution of our successful growth strategy, overseeing numerous strategic acquisitions that have grown the Company into what is recognized as the nation’s leader in the ownership, development and management of premier shopping, dining, entertainment and mixed-use destinations.
|
| ||||
| |
|
|
|
|
| |
2022 Proxy Statement| 22
|
|
| |
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
None
|
| |
RICHARD S. SOKOLOV
|
| |
Director since: 1996
|
|
| VICE CHAIRMAN OF THE COMPANY | | |||||||
| Age: 72 | Class B Director Nominee | | |||||||
|
CAREER HIGHLIGHTS
Vice Chairman of the Company since February 2019 and a director of the Company or its predecessor since 1996. President and Chief Operating Officer of the Company or its predecessor from 1996 to February 2019. 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. Mr. Sokolov previously served as a director of Washington Prime Group.
|
| |
SPECIFIC SKILLS AND EXPERIENCE RELEVANT TO OUR COMPANY
Mr. Sokolov has served as our Vice Chairman since February 2019 and a director of the Company or its predecessor since 1996. He served as President and Chief Operating Officer of the Company or its predecessor from 1996, immediately following our acquisition of DeBartolo Realty Corporation, to February 2019. 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 previously served as a trustee and a member of the ICSC Nominating Committee.
|
| ||||
| |
|
|
| |
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
The Cheesecake Factory Incorporated
|
| |
HERBERT SIMON
|
| |
Director since: 1993
|
|
| CHAIRMAN EMERITUS OF THE BOARD OF THE COMPANY | | |||||||
| Age: 87 | Class B Director Nominee | | |||||||
|
CAREER HIGHLIGHTS
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. Herbert 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. He is the uncle of Mr. David Simon.
|
| |
SPECIFIC SKILLS AND EXPERIENCE RELEVANT TO OUR COMPANY
Mr. Herbert Simon is our co-founder and Chairman Emeritus. The retail real estate business that he and his brother, the late Mr. Melvin Simon, started decades ago established the foundation for all of our current operations and record of achievement. Mr. Herbert Simon’s leadership of the Indiana Pacers NBA basketball franchise has led to his service on the Board of Governors of the NBA.
|
| ||||
| |
|
|
| 23 |investors.simon.com | |
|
|
| |
2022 Proxy Statement| 24
|
|
| |
MEMBERS
•
J. Albert Smith, Jr. (Chair)
•
Larry C. Glasscock
•
Reuben S. Leibowitz
•
Stefan M. Selig
•
Marta R. Stewart
AUDIT COMMITTEE CHARTER
The Audit Committee charter is available on our website at: investors.simon.com/corporate-governance/committee-composition.
THE REPORT OF THE AUDIT COMMITTEE IS ON PAGE 61.
|
| |
|
| |
AUDIT COMMITTEE
|
| |
Meetings in
2021 |
| |
8
|
|
|
ALL MEMBERS ARE INDEPENDENT
ALL MEMBERS ARE “AUDIT COMMITTEE FINANCIAL EXPERTS” AS
DEFINED BY THE RULES OF THE SEC
FUNCTION, AUTHORITY AND PRIMARY RESPONSIBILITIES
•
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, our compliance with legal and regulatory requirements, the Company’s Enterprise Risk Management Program, and cybersecurity preparedness.
•
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.
•
Authority to retain legal, accounting or other advisors.
•
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.
•
Issues the report on its activities which appears in this Proxy Statement.
•
Oversee and discuss with management the Company’s annual disclosure of its sustainability, including ESG matters and efforts in the form of an annual sustainability report.
•
The charter of the Audit Committee requires that each member meet the independence and experience requirements of the NYSE, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC.
|
|
| 25 |investors.simon.com | |
| |
MEMBERS
•
Reuben S. Leibowitz (Chair)
•
Allan Hubbard
•
Stefan M. Selig
•
Daniel C. Smith, Ph.D.
•
J. Albert Smith, Jr.
COMMITTEE CHARTER
The Committee charter is available on our website at: investors.simon.com/corporate-governance/committee-composition.
THE COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT IS ON PAGE 34.
|
| |
|
| |
COMPENSATION AND HUMAN CAPITAL COMMITTEE
|
| |
Meetings in
2021 |
| |
7
|
|
|
ALL MEMBERS ARE INDEPENDENT
FUNCTION, AUTHORITY AND PRIMARY RESPONSIBILITIES
•
Sets remuneration levels for our executive officers.
•
Reviews significant employee benefit programs.
•
Establishes and administers our executive compensation program and our stock incentive plan.
•
Reviews and discusses with management the Compensation Discussion and Analysis, and, if appropriate, recommends its inclusion in our Annual Report and Proxy Statement.
•
Issues the report on its activities which appears in this Proxy Statement.
•
Oversees human capital management, including but not limited to management succession planning, DEI, and talent development.
•
Periodically reviews and makes recommendations to the Board, as appropriate, with respect to certain of the Company’s human capital management strategies and policies, including with respect to matters such as DEI, management succession planning, workplace environment and culture, and talent recruitment, development and retention.
•
Authorized to retain the advice and assistance of compensation consultants and legal, accounting, or other advisors.
•
Has retained its current consultant, Semler Brossy Consulting Group, LLC (“Semler Brossy”), since 2011.
•
Semler Brossy does not provide any other services to management of the Company.
•
Semler Brossy assists the Committee in the review and design of the Company’s executive compensation program.
•
The charter of the Compensation and Human Capital Committee requires that each member meet the independence requirements of the NYSE and the rules and regulations of the SEC.
•
In 2021 no member of the Committee was an officer, employee, or former officer of the Company or any Company subsidiary or had any relationship under circumstances requiring disclosure in this Proxy Statement pursuant to SEC regulations.
•
In 2021 no Company executive officer served as a member of a compensation committee or as a director of another entity under circumstances requiring disclosure in this Proxy Statement pursuant to SEC regulations.
|
|
|
|
| |
2022 Proxy Statement| 26
|
|
| |
MEMBERS
•
Karen N. Horn, Ph.D. (Chair)
•
Glyn F. Aeppel
•
Larry C. Glasscock
•
Allan Hubbard
•
Gary M. Rodkin
COMMITTEE CHARTER
The Committee charter is available on our website at: investors.simon.com/corporate-governance/committee-composition.
|
| |
|
| |
GOVERNANCE AND
NOMINATING COMMITTEE |
| |
Meetings in
2021 |
| |
6
|
|
|
ALL MEMBERS ARE INDEPENDENT
FUNCTION, AUTHORITY AND PRIMARY RESPONSIBILITIES
•
Nominates persons to serve as directors in accordance with our Governance Principles, and prescribe appropriate qualifications for Board members.
•
Develop and recommend 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.
•
Responsible for screening director candidates, but may solicit advice from our CEO and other members of the Board.
•
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.
•
Assist and generally advise the Board on ESG matters, including overseeing the Company’s ESG strategy and related goals and policies, and periodically review with management the Company’s progress towards the achievement of such strategy and goals.
•
The charter of the Governance and Nominating Committee requires that each member meet the independence requirements of the NYSE, and any other legal and regulatory requirements.
|
|
| 27 |investors.simon.com | |
|
NAME(1)
|
| |
FEES EARNED OR
PAID IN CASH |
| |
STOCK AWARDS(2)
|
| |
TOTAL
|
| |||||||||
| Glyn F. Aeppel | | | | $ | 115,000 | | | | | $ | 176,548 | | | | | $ | 291,548 | | |
| Larry C. Glasscock | | | | $ | 147,500 | | | | | $ | 208,305 | | | | | $ | 355,805 | | |
| Karen N. Horn, Ph.D. | | | | $ | 122,500 | | | | | $ | 183,840 | | | | | $ | 306,340 | | |
| Allan Hubbard | | | | $ | 122,500 | | | | | $ | 183,840 | | | | | $ | 306,340 | | |
| Reuben S. Leibowitz | | | | $ | 135,000 | | | | | $ | 196,073 | | | | | $ | 331,073 | | |
| Gary M. Rodkin | | | | $ | 115,000 | | | | | $ | 176,548 | | | | | $ | 291,548 | | |
| Peggy Fang Roe | | | | $ | 7,174 | | | | | $ | 70,242 | | | | | $ | 77,416 | | |
| Stefan M. Selig | | | | $ | 125,000 | | | | | $ | 186,310 | | | | | $ | 311,310 | | |
| Daniel C. Smith, Ph.D. | | | | $ | 117,500 | | | | | $ | 178,900 | | | | | $ | 296,400 | | |
| J. Albert Smith, Jr. | | | | $ | 135,000 | | | | | $ | 196,073 | | | | | $ | 331,073 | | |
| Marta R. Stewart | | | | $ | 117,500 | | | | | $ | 178,900 | | | | | $ | 296,400 | | |
|
|
|
| |
2022 Proxy Statement| 28
|
|
| | | |
SHARES AND UNITS
BENEFICIALLY OWNED |
| |
UNITS BENEFICIALLY
OWNED |
| ||||||||||||||||||
|
NAME
|
| |
NUMBER(1)(2)(3)
|
| |
PERCENT(4)
|
| |
NUMBER
|
| |
PERCENT(5)
|
| ||||||||||||
| David Simon(6) | | | | | 28,819,322 | | | | | | 8.12% | | | | | | 26,753,553 | | | | | | 7.12% | | |
| Glyn F. Aeppel | | | | | 10,616 | | | | | | * | | | | | | — | | | | | | — | | |
| Larry C. Glasscock | | | | | 31,713 | | | | | | * | | | | | | — | | | | | | — | | |
| Karen N. Horn, Ph.D. | | | | | 29,934 | | | | | | * | | | | | | — | | | | | | — | | |
| Allan Hubbard | | | | | 25,438 | | | | | | * | | | | | | — | | | | | | — | | |
| Reuben S. Leibowitz(7) | | | | | 45,280 | | | | | | * | | | | | | — | | | | | | — | | |
| Gary M. Rodkin | | | | | 10,548 | | | | | | * | | | | | | — | | | | | | — | | |
| Peggy Fang Roe | | | | | 462 | | | | | | * | | | | | | — | | | | | | — | | |
| Stefan M. Selig | | | | | 23,528 | | | | | | * | | | | | | — | | | | | | — | | |
| Herbert Simon(8) | | | | | 28,819,322 | | | | | | 8.12% | | | | | | 26,753,553 | | | | | | 7.12% | | |
| Daniel C. Smith, Ph.D. | | | | | 21,610 | | | | | | * | | | | | | — | | | | | | — | | |
| J. Albert Smith, Jr. | | | | | 55,250 | | | | | | * | | | | | | — | | | | | | — | | |
| Richard S. Sokolov | | | | | 787,355 | | | | | | * | | | | | | 493,984 | | | | | | * | | |
| Marta R. Stewart | | | | | 7,892 | | | | | | * | | | | | | — | | | | | | — | | |
| Steven E. Fivel(9) | | | | | 102,059 | | | | | | * | | | | | | 79,263 | | | | | | * | | |
| Brian J. McDade | | | | | 18,163 | | | | | | * | | | | | | 1,264 | | | | | | * | | |
| John Rulli(10) | | | | | 249,337 | | | | | | * | | | | | | 204,165 | | | | | | * | | |
| Alexander L.W. Snyder | | | | | 12,010 | | | | | | * | | | | | | 948 | | | | | | * | | |
|
All Directors and executive officers as a group (20 people)(11)
|
| | | | 30,265,073 | | | | | | 8.50% | | | | | | 27,533,809 | | | | | | 7.33% | | |
|
| 29 |investors.simon.com | |
|
|
| |
2022 Proxy Statement| 30
|
|
| | | |
SHARES(1)
|
| |||||||||
|
NAME AND ADDRESS
|
| |
NUMBER OF
SHARES |
| |
%
|
| ||||||
|
The Vanguard Group(2)
100 Vanguard Boulevard Malvern, PA 19355 |
| | | | 47,545,983 | | | | | | 14.48% | | |
|
BlackRock, Inc.(3)
55 East 52nd Street New York, NY 10055 |
| | | | 35,039,594 | | | | | | 10.67% | | |
|
Melvin Simon & Associates, Inc., et al.(4)
225 West Washington Street Indianapolis, IN 46204 |
| | | | 28,819,322(5) | | | | | | 8.12%(6) | | |
|
Cohen & Steers, Inc., et al(7)
280 Park Avenue 10th Floor New York, NY 10017 |
| | | | 22,346,774 | | | | | | 6.81% | | |
|
State Street Corporation and Subsidiaries(8)
State Street Financial Center One Lincoln Street Boston, MA 02111 |
| | | | 21,369,438 | | | | | | 6.51% | | |
|
| 31 |investors.simon.com | |
|
|
| |
2022 Proxy Statement| 32
|
|
|
|
| |
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADVISORY RESOLUTION RELATING TO THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
|
|
| 33 |investors.simon.com | |
| TABLE OF CONTENTS | | | PAGE | |
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2022 Proxy Statement| 34
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| | | | | | | | | | | | | | | | | |
|
•
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| |
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.
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| | |
•
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| |
Attract other highly-qualified executives to strengthen that team and facilitate succession planning.
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•
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| |
Motivate executives to contribute to the achievement of corporate and business unit goals as well as individual goals.
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| | | | | | | | | | |
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•
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Emphasize equity-based incentives with long-term performance measurement periods and vesting conditions.
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•
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Align interests of executives with shareholders by linking payouts to performance measures that are designed to promote the creation of long-term shareholder value.
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| 35 |investors.simon.com | |
| |
WHAT WE DO
|
| |
|
| |
| |
|
| |
Pay for Performance. Annual Cash Incentive Program. Heavy emphasis on performance-based cash compensation. Annual Cash Incentive Compensation is paid only if certain FFO targets are achieved.
|
| |
| |
|
| |
Pay for Performance. Our Long-Term incentive programs are designed to incentivize performance. The substantial majority of our 2021 long-term equity compensation program is performance-based. The 85% performance-based portion is tied to (i) achievement of a pre-established growth rate on an objective financial metric, (ii) rigorous absolute total shareholder return (“TSR”) performance goals, and (iii) achievement of certain objective performance goals. The 15% that is time-based cliff vests three years after grant, subject to the grantee’s continued service with the Company.
|
| |
| |
|
| |
ESG and DEI. We include at least one ESG-related and one DEI-related strategic objective in each of our 2021 LTI Program and our 2022 LTI Program.
|
| |
| |
|
| |
Post-Performance Time-Based Vesting on Earned LTIP Units. LTIP units are earned based on specific performance criteria. Once any units are earned under these programs, executives must remain with the Company for an additional one-year period to vest in the LTIP units.
|
| |
| |
|
| |
Robust 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.
|
| |
| |
|
| |
Double Trigger Equity Acceleration Upon a Change in Control. All equity grants include double trigger equity acceleration provisions.
|
| |
| |
|
| |
Clawback Policy. Applies in the event of any material restatement of the Company’s financials, whether or not fraud/misconduct is involved.
|
| |
| |
|
| |
Independent Compensation Consultant. The Committee has utilized an independent compensation consulting firm, Semler Brossy, since the end of 2011.
|
| |
| |
|
| |
Compensation Risk Assessments. Conducted annually to evaluate whether the executive compensation program encourages excessively risky behaviors.
|
| |
|
WHAT WE DON’T DO
|
| |
|
| |
|
|
| |
No Excessive Perquisites. No supplemental executive retirement plans, company cars, club memberships or other significant perquisites.
|
| |
|
|
| |
No Gross-Ups. We 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.
|
| |
|
|
| |
No Excessive Retirement and Health Benefits. The Company has never had a traditional defined benefit plan.
|
| |
|
|
| |
No Hedging or Pledging of Company Stock. Our NEOs and directors are prohibited from engaging in any hedging or pledging of Company stock.
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2022 Proxy Statement| 36
|
|
| 37 |investors.simon.com | |
| | | |
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 a threshold FFO level.
•
Allocated based on objective and subjective evaluation of Company, business unit, and individual performance.
|
|
|
Long-Term Incentive Programs
|
| |
•
Promote the creation of long-term shareholder value.
•
Align the interests of our executives with the interests of our shareholders.
•
Promote the retention of our executives through a vesting requirement after awards are earned or otherwise awarded.
|
| |
2019 LTIP
•
100% performance-based long-term equity compensation.
•
Performance Metrics:
•
FFO (weighted 50%).
•
TSR vs FTSE NAREIT Equity Retail Index (weighted 30%).
•
Objective Strategic Goals (weighted 20%).
•
Three-year performance period ended on December 31, 2021.
•
Any amounts earned will vest no later than January 1, 2023.
•
Maximum amount that could have been earned is 150% of the Target award.
•
Rigorous minimum performance thresholds to receive any payout.
2020 LTI Program
•
The Committee deferred establishing a 2020 long-term incentive plan in March 2020 due to the unprecedented impact of the COVID-19 pandemic on the Company’s operations and the uncertainty that it created at that time. This low-visibility environment and volatility hampered the ability of the Committee to set appropriate performance goals for any long-term equity compensation.
•
Time-based long-term equity-based compensation (RSUs).
•
RSUs subject to vesting based on the grantee’s continued service with the Company.
•
Each vested RSU entitles the grantee to receive one share of common stock of the Company.
•
The RSUs vested, one-third on January 1, 2022 and will vest, one-third on January 1, 2023, and one-third on January 1, 2024, subject to the grantee’s continued service on each vesting date.
2021 LTI Program
•
85% performance-based long-term equity compensation (LTIP units).
•
Performance Metrics:
•
FFO (weighted 50%).
•
Absolute TSR (weighted 20%).
•
Objective Strategic Goals (weighted 15%).
•
Three-year performance period ends on December 31, 2023.
•
Any amounts earned will vest no later than January 1, 2025.
•
Maximum amount that may be earned is 150% of the Target award.
•
Rigorous minimum performance thresholds to receive any payout.
•
15% time-based long-term equity-based compensation (RSUs).
•
Three-year vesting period based on the grantee’s continued service with the Company.
•
Cliff vest on March 1, 2024.
•
Each RSU entitles the grantee to receive one share of common stock of the Company.
|
|
|
|
| |
2022 Proxy Statement| 38
|
|
| 39 |investors.simon.com | |
|
PEER COMPANY
|
| |
COMPANY TYPE
|
|
| American Tower Corp. (NYSE:AMT) | | |
Specialized REIT
|
|
| Brixmor Property Group Inc. (NYSE:BRX) | | |
Retail REIT
|
|
| CBRE Group, Inc. (NYSE:CBRE) | | |
Real Estate Services
|
|
| Crown Castle International Corp. (NYSE:CCI) | | |
Specialized REIT
|
|
| Digital Realty Trust, Inc. (NYSE:DSR) | | |
Specialized REIT
|
|
| Equinix, Inc. (NasdaqGS:EQIX) | | |
Specialized REIT
|
|
| Federal Realty Investment Trust (NYSE:FRT) | | |
Retail REIT
|
|
| Jones Lang LaSalle, Inc. (NYSE:JLL) | | |
Real Estate Services
|
|
| Kimco Realty Corp. (NYSE:KIM) | | |
Retail REIT
|
|
| National Retail Properties, Inc. (NYSE:NNN) | | |
Retail REIT
|
|
| Prologis, Inc. (NYSE:PLD) | | |
Industrial REIT
|
|
| Public Storage (NYSE:PSA) | | |
Specialized REIT
|
|
| Realty Income Corporation (NYSE:O) | | |
Retail REIT
|
|
| Redfin Corporation (NasdaqGS:RDFN) | | |
Real Estate Services
|
|
| Regency Centers Corporation (NasdaqGS:REG) | | |
Retail REIT
|
|
| The Howard Hughes Corp. (NYSE:HHC) | | |
Real Estate Development
|
|
| Simon Property Group | | |
Retail REIT
|
|
|
|
| |
2022 Proxy Statement| 40
|
|
| 41 |investors.simon.com | |
|
2021 GOALS AND PERFORMANCE
|
| |||||||||||||||
|
NAMED EXECUTIVE
OFFICER |
| |
2021 KEY INDIVIDUAL GOALS AND
PERFORMANCE |
| |
2021
ANNUAL CASH INCENTIVE COMPENSATION AWARD |
| |
2020
ANNUAL CASH INCENTIVE COMPENSATION AWARD |
| ||||||
|
David Simon
|
| |
•
Achieved FFO growth of more than 38% to a record $4.49 billion.
•
Generated a total return on SPG common stock, including dividends of more than 95% and outperformed the S&P 500 in 2021.
•
Executed more than 4,100 leases totaling over 15 million square feet across the portfolio; the highest amount of leasing activity the Company has done over the last six years.
•
Stabilized JCPenney’s business; significantly improved its financial results; de-levered the balance sheet; added private and exclusive national brands; and established a new leadership team.
|
| | |
$
|
3,750,000
|
| | | |
$
|
1,710,000
|
| |
|
Brian J. McDade
|
| |
•
Amended and extended the Company’s $3.5 billion revolving credit facility, which was the first REIT credit facility to adjust pricing to SOFR from LIBOR.
•
Completed two senior notes offerings totaling U.S.$2.75 billion.
•
Completed a €750 million senior notes offering.
•
Reduced the Company’s total debt outstanding by over U.S.$1.5 billion during 2021.
|
| | |
$
|
650,000
|
| | | |
$
|
500,000
|
| |
|
Steven E. Fivel
|
| |
•
Oversaw the Company’s sustainability efforts allowing the Company, for the 2nd consecutive year to earn a prestigious place on CDP’s climate change ‘A List’ that represents results achieved by only 200 of the 13,000+ (<1.5)% reporting organizations globally.
•
Oversaw the Company’s efforts which resulted in Simon being awarded 28 new Institute of Real Estate Management (IREM®) Certified Sustainable Property Certifications (IREM CSP).
•
Led the Enterprise Risk Management Process working with the Company’s internal Audit Services function.
•
Oversaw several key zoning approvals required for property redevelopments.
|
| | |
$
|
750,000
|
| | | |
$
|
540,000
|
| |
|
John Rulli
|
| |
•
Assisted in the negotiation of more than 4,100 leases totaling over 15 million square feet across the portfolio; the highest amount of leasing activity the Company has done over the last six years.
•
Amplified enterprise-wide communications from senior management to educate employees on the Company’s strategy and to further drive employee engagement.
•
Oversaw the implementation of several property security initiatives using technology, canines, and supervision programs.
|
| | |
$
|
750,000
|
| | | |
$
|
450,000
|
| |
|
Alexander L.W. Snyder
|
| |
•
Successfully negotiated certain strategic investments.
•
Assisted the Company’s Board committees with redrafting their charters to allocate ESG and DEI oversight responsibilities.
•
Assisted the Governance and Nominating Committee with the search for a new Board member.
|
| | |
$
|
325,000
|
| | | |
$
|
206,000
|
| |
|
|
| |
2022 Proxy Statement| 42
|
|
| 43 |investors.simon.com | |
|
|
| |
2022 Proxy Statement| 44
|
|
|
2019 LTIP PAYOUT OPPORTUNITY MATRICES
|
| |||||||||||||||
|
SIMON FFO PER SHARE
CAGR WEIGHT 50% |
| |
SIMON TSR VS. FTSE NAREIT EQUITY RETAIL
INDEX WEIGHTED AVERAGE TSR WEIGHT 30% |
| |
STRATEGIC OBJECTIVE
PERFORMANCE CRITERIA |
| |||||||||
|
PERFORMANCE
|
| |
PAYOUT % OF
TARGET |
| |
PERFORMANCE
|
| |
PAYOUT % OF
TARGET |
| |
PERFORMANCE
|
| |
PAYOUT % OF
TARGET |
|
|
< 2.0%
|
| |
0.0%
|
| |
< 25th percentile of Index
|
| |
0.0%
|
| |
< 3 Completed
|
| |
0.0%
|
|
|
= 2.0%
|
| |
50.0%
|
| |
= 25th percentile of Index
|
| |
50.0%
|
| |
3 of 5 Completed
|
| |
50.0%
|
|
|
= 3.0%
|
| |
100.0%
|
| |
= 55th percentile of Index
|
| |
100.0%
|
| |
4 of 5 Completed
|
| |
100.0%
|
|
|
≥ 4.0%
|
| |
150.0%
|
| |
≥ 75th percentile of Index
|
| |
150.0%
|
| |
5 of 5 Completed
|
| |
150.0%
|
|
| 45 |investors.simon.com | |
|
2019 LTIP ACTUAL PERFORMANCE RESULTS
|
| ||||||||||||
|
COMPONENT
|
| |
WEIGHTING
|
| |
PERFORMANCE REQUIRED
TO EARN TARGET |
| |
ACTUAL PERFORMANCE
|
| |
% EARNED
|
|
| FFO | | |
50%
|
| |
= 3.0%
|
| |
2.39%
|
| |
69.5%
|
|
|
Simon TSR vs. FTSE NAREIT Equity Retail Index TSR
|
| |
30%
|
| |
= 55th percentile of Index
|
| |
< 25th percentile
|
| |
0.0%
|
|
|
Strategic Objective Performance Criteria
|
| |
20%
|
| |
Achieve 4 of 5 Performance
Criteria |
| |
Achieved 5 of 5 Performance
Criteria |
| |
150.0%
|
|
|
PERFORMANCE
METRICS: |
| |
FFO
(50%) |
| |
Simon TSR vs. FTSE
NAREIT Equity Retail Index TSR (30%) |
| |
Strategic Objective
Performance Criteria (20%) |
| |
TOTAL
TARGET LTIP UNITS |
| |
TOTAL
EARNED LTIP UNITS(1) |
| |
TOTAL
EARNED LTIP UNITS VALUE AT 12/31/2021(2) |
| ||||||||||||||||||||||||||||||||||||
|
EXECUTIVE
|
| |
TARGET
UNITS |
| |
EARNED
UNITS (69.5%) |
| |
TARGET
UNITS |
| |
EARNED
UNITS (0%) |
| |
TARGET
UNITS |
| |
EARNED
UNITS (150%) |
| ||||||||||||||||||||||||||||||||||||
| David Simon | | | | | 18,322 | | | | | | 12,731 | | | | | | 15,958 | | | | | | 0 | | | | | | 7,329 | | | | | | 10,993 | | | | | | 41,609 | | | | | | 23,724 | | | | | $ | 3,784,452 | | |
| Brian J. McDade | | | | | 2,894 | | | | | | 2,011 | | | | | | 2,520 | | | | | | 0 | | | | | | 1,158 | | | | | | 1,736 | | | | | | 6,572 | | | | | | 3,747 | | | | | $ | 597,721 | | |
| Steven E. Fivel | | | | | 4,822 | | | | | | 3,351 | | | | | | 4,200 | | | | | | 0 | | | | | | 1,929 | | | | | | 2,893 | | | | | | 10,951 | | | | | | 6,244 | | | | | $ | 996,043 | | |
| John Rulli | | | | | 4,822 | | | | | | 3,351 | | | | | | 4,200 | | | | | | 0 | | | | | | 1,929 | | | | | | 2,893 | | | | | | 10,951 | | | | | | 6,244 | | | | | $ | 996,043 | | |
|
Alexander L.W. Snyder
|
| | | | 1,447 | | | | | | 1,006 | | | | | | 1,260 | | | | | | 0 | | | | | | 579 | | | | | | 868 | | | | | | 3,286 | | | | | | 1,874 | | | | | $ | 298,940 | | |
|
|
|
| |
2022 Proxy Statement| 46
|
|
|
POSITION
|
| |
VALUE AS A
MULTIPLE OF BASE SALARY |
| |||
| Chief Executive Officer | | | | | 6.0x | | |
| Executive Officers | | | | | 3.0x | | |
| Certain Executive Vice Presidents | | | | | 3.0x | | |
| 47 |investors.simon.com | |
|
|
| |
2022 Proxy Statement| 48
|
|
| 49 |investors.simon.com | |
|
NAME
(A) |
| |
YEAR
(B) |
| |
SALARY(1)
(C) |
| |
BONUS(2)
(D) |
| |
STOCK
AWARDS(3) (E) |
| |
ALL OTHER
COMPENSATION(4) (F) |
| |
TOTAL
(G) |
| |||||||||||||||
|
David Simon
Chairman, CEO and President |
| | | | 2021 | | | | | $ | 1,250,000 | | | | | $ | 3,750,000 | | | | | $ | 5,458,550 | | | |
$16,642
|
| | | $ | 10,475,192 | | |
| | | 2020 | | | | | $ | 1,298,077 | | | | | $ | 1,710,000 | | | | | $ | 5,942,313 | | | |
$16,392
|
| | | $ | 8,966,782 | | | |||
| | | 2019 | | | | | $ | 1,250,000 | | | | | $ | 2,850,000 | | | | | $ | 6,323,236 | | | |
$16,142
|
| | | $ | 10,439,378 | | | |||
|
Brian J. McDade
Executive Vice President, Chief Financial Officer and Treasurer |
| | | | 2021 | | | | | $ | 500,000 | | | | | $ | 650,000 | | | | | $ | 1,795,582 | | | |
$43,445
|
| | | $ | 2,989,027 | | |
| | | 2020 | | | | | $ | 509,615 | | | | | $ | 500,000 | | | | | $ | 1,485,642 | | | |
$36,002
|
| | | $ | 2,531,259 | | | |||
| | | 2019 | | | | | $ | 442,308 | | | | | $ | 500,000 | | | | | $ | 1,498,761 | | | |
$35,147
|
| | | $ | 2,476,216 | | | |||
|
Steven E. Fivel
General Counsel and Secretary |
| | | | 2021 | | | | | $ | 650,000 | | | | | $ | 750,000 | | | | | $ | 1,436,556 | | | |
$15,451
|
| | | $ | 2,852,007 | | |
| | | 2020 | | | | | $ | 675,000 | | | | | $ | 540,000 | | | | | $ | 1,485,642 | | | |
$15,201
|
| | | $ | 2,715,843 | | | |||
| | | 2019 | | | | | $ | 634,615 | | | | | $ | 900,000 | | | | | $ | 1,664,199 | | | |
$14,951
|
| | | $ | 3,213,765 | | | |||
|
John Rulli
Chief Administrative Officer |
| | | | 2021 | | | | | $ | 650,000 | | | | | $ | 750,000 | | | | | $ | 1,436,556 | | | |
$17,390
|
| | | $ | 2,853,946 | | |
| | | 2020 | | | | | $ | 675,000 | | | | | $ | 450,000 | | | | | $ | 1,485,642 | | | |
$17,140
|
| | | $ | 2,627,782 | | | |||
| | | 2019 | | | | | $ | 634,615 | | | | | $ | 750,000 | | | | | $ | 1,664,199 | | | |
$16,890
|
| | | $ | 3,065,704 | | | |||
|
Alexander L.W. Snyder
Assistant General Counsel and Assistant Secretary |
| | | | 2021 | | | | | $ | 445,000 | | | | | $ | 325,000 | | | | | $ | 538,765 | | | |
$45,234
|
| | | $ | 1,353,999 | | |
| | | 2020 | | | | | $ | 462,115 | | | | | $ | 206,000 | | | | | $ | 495,271 | | | |
$39,903
|
| | | $ | 1,203,289 | | | |||
| | | 2019 | | | | | $ | 442,692 | | | | | $ | 275,000 | | | | | $ | 999,381 | | | |
$43,060
|
| | | $ | 1,760,133 | | |
|
|
| |
2022 Proxy Statement| 50
|
|
|
NAME
|
| |
NUMBER OF
RSUs FOR 2021 LTI PROGRAM |
| |
GRANT DATE
FAIR VALUE OF RSUs FOR 2021 LTI PROGRAM |
| |
NUMBER
OF TARGET LTIP UNITS FOR 2021 LTI PROGRAM |
| |
GRANT DATE FAIR
VALUE OF TARGET LTIP UNITS FOR 2021 LTI PROGRAM |
| |
GRANT DATE TOTAL
FAIR VALUE OF RSUs AND TARGET LTIP UNITS FOR 2021 LTI PROGRAM |
| |||||||||||||||
| David Simon | | | | | 10,196 | | | | | $ | 1,161,528 | | | | | | 38,578 | | | | | $ | 4,297,022 | | | | | $ | 5,458,550 | | |
| Brian J. McDade | | | | | 3,354 | | | | | $ | 382,088 | | | | | | 12,692 | | | | | $ | 1,413,494 | | | | | $ | 1,795,582 | | |
| Steven E. Fivel | | | | | 2,684 | | | | | $ | 305,761 | | | | | | 10,153 | | | | | $ | 1,130,795 | | | | | $ | 1,436,556 | | |
| John Rulli | | | | | 2,684 | | | | | $ | 305,761 | | | | | | 10,153 | | | | | $ | 1,130,795 | | | | | $ | 1,436,556 | | |
|
Alexander L.W. Snyder
|
| | | | 1,007 | | | | | $ | 114,717 | | | | | | 3,808 | | | | | $ | 424,048 | | | | | $ | 538,765 | | |
|
|
NAME
|
| |
EMPLOYEE LIFE
INSURANCE PREMIUMS |
| |
401(K)
CONTRIBUTION |
| |
RESTRICTED
STOCK DIVIDENDS |
| |||||||||
| David Simon | | | | $ | 2,142 | | | | | $ | 14,500 | | | | | $ | 0 | | |
| Brian J. McDade | | | | $ | 951 | | | | | $ | 14,500 | | | | | $ | 27,994 | | |
| Steven E. Fivel | | | | $ | 951 | | | | | $ | 14,500 | | | | | $ | 0 | | |
| John Rulli | | | | $ | 2,890 | | | | | $ | 14,500 | | | | | $ | 0 | | |
| Alexander L.W. Snyder | | | | $ | 951 | | | | | $ | 14,500 | | | | | $ | 29,783 | | |
|
|
NAME
(A) |
| |
GRANT
DATE(1) (B) |
| |
TYPE OF
AWARD |
| |
NUMBER
OF RSU AWARDS(2) (G) |
| |
GRANT DATE FAIR
VALUE OF RSU AWARDS(3) ($) (L) |
| |||||||||
| David Simon | | | | | 3/1/21 | | | |
RSUs
|
| | | | 10,196 | | | | | $ | 1,161,528 | | |
| Brian J. McDade | | | | | 3/1/21 | | | |
RSUs
|
| | | | 3,354 | | | | | $ | 382,088 | | |
| Steven E. Fivel | | | | | 3/1/21 | | | |
RSUs
|
| | | | 2,684 | | | | | $ | 305,761 | | |
| John Rulli | | | | | 3/1/21 | | | |
RSUs
|
| | | | 2,684 | | | | | $ | 305,761 | | |
| Alexander L.W. Snyder | | | | | 3/1/21 | | | |
RSUs
|
| | | | 1,007 | | | | | $ | 114,717 | | |
| 51 |investors.simon.com | |
|
NAME
|
| |
GRANT
DATE(1) (H) |
| |
TYPE OF
AWARD |
| |
THRESHOLD
NUMBER OF UNITS |
| |
TARGET
NUMBER OF UNITS |
| |
MAXIMUM
NUMBER OF UNITS |
| |
ESTIMATED FUTURE PAYOUTS
UNDER EQUITY INCENTIVE PLAN AWARDS TARGET(2) (#) (I) |
| |
GRANT DATE FAIR
VALUE OF STOCK AND OPTION AWARDS(3) ($) (J) |
| |||||||||||||||
| David Simon | | |
3/1/21
|
| |
LTIP Units
|
| | | | 19,289 | | | | | | 38,578 | | | | | | 57,867 | | | | | | 38,578 | | | | | $ | 4,297,022 | | |
| Brian J. McDade | | |
3/1/21
|
| |
LTIP Units
|
| | | | 6,347 | | | | | | 12,692 | | | | | | 19,036 | | | | | | 12,692 | | | | | $ | 1,413,494 | | |
| Steven E. Fivel | | |
3/1/21
|
| |
LTIP Units
|
| | | | 5,077 | | | | | | 10,153 | | | | | | 15,229 | | | | | | 10,153 | | | | | $ | 1,130,795 | | |
| John Rulli | | |
3/1/21
|
| |
LTIP Units
|
| | | | 5,077 | | | | | | 10,153 | | | | | | 15,229 | | | | | | 10,153 | | | | | $ | 1,130,795 | | |
| Alexander L.W. Snyder | | |
3/1/21
|
| |
LTIP Units
|
| | | | 1,905 | | | | | | 3,808 | | | | | | 5,711 | | | | | | 3,808 | | | | | $ | 424,048 | | |
|
| | | |
STOCK AWARDS
|
| |||||||||||||||||||||
|
NAME
(A) |
| |
NUMBER OF SHARES
OR UNITS EARNED THAT HAVE NOT VESTED(1) (G) |
| |
MARKET VALUE OF
SHARES OR UNITS THAT HAVE NOT VESTED(2) (H) |
| |
EQUITY INCENTIVE PLAN
AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ASSUMING PERFORMANCE AT MAXIMUM(3) (I) |
| |
EQUITY INCENTIVE PLAN AWARDS:
MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ASSUMING PERFORMANCE AT MAXIMUM(4) (J) |
| ||||||||||||
| David Simon | | | | | 109,439 | | | | | $ | 17,477,638 | | | | | | 57,867 | | | | | $ | 9,230,944 | | |
| Brian J. McDade | | | | | 28,609 | | | | | $ | 4,569,765 | | | | | | 19,036 | | | | | $ | 3,036,623 | | |
| Steven E. Fivel | | | | | 28,203 | | | | | $ | 4,503,959 | | | | | | 15,229 | | | | | $ | 2,429,330 | | |
| John Rulli | | | | | 28,203 | | | | | $ | 4,503,959 | | | | | | 15,229 | | | | | $ | 2,429,330 | | |
| Alexander L.W. Snyder | | | | | 12,815 | | | | | $ | 2,046,866 | | | | | | 5,711 | | | | | $ | 911,019 | | |
|
| | | |
TYPE OF AWARD
|
| |
NUMBER OF SHARES OR UNITS
|
| |||
|
David Simon
|
| |
RSU (2021 Grant)
|
| | | | 10,196 | | |
|
RSU (2020 Grant)
|
| | | | 69,517 | | | |||
|
2019 LTIP Units
|
| | | | 23,724 | | | |||
|
Tranche A 2018 LTIP Units
|
| | | | 6,002 | | | |||
|
Brian J. McDade
|
| |
RSU (2021 Grant)
|
| | | | 3,354 | | |
|
RSU (2020 Grant)
|
| | | | 17,380 | | | |||
|
2019 LTIP Units
|
| | | | 3,747 | | | |||
|
Tranche A 2018 LTIP Units
|
| | | | 632 | | | |||
|
Restricted Stock (2020 Grant)
|
| | | | 2,816 | | | |||
|
Restricted Stock (2019 Grant)
|
| | | | 680 | | | |||
|
Steven E. Fivel
|
| |
RSU (2021 Grant)
|
| | | | 2,684 | | |
|
RSU (2020 Grant)
|
| | | | 17,380 | | | |||
|
2019 LTIP Units
|
| | | | 6,244 | | | |||
|
Tranche A 2018 LTIP Units
|
| | | | 1,895 | | | |||
|
John Rulli
|
| |
RSU (2021 Grant)
|
| | | | 2,684 | | |
|
RSU (2020 Grant)
|
| | | | 17,380 | | | |||
|
2019 LTIP Units
|
| | | | 6,244 | | | |||
|
Tranche A 2018 LTIP Units
|
| | | | 1,895 | | |
|
|
| |
2022 Proxy Statement| 52
|
|
| | | |
TYPE OF AWARD
|
| |
NUMBER OF SHARES OR UNITS
|
| |||
|
Alexander L.W. Snyder
|
| |
RSU (2021 Grant)
|
| | | | 1,007 | | |
|
RSU (2020 Grant)
|
| | | | 5,794 | | | |||
|
2019 LTIP Units
|
| | | | 1,874 | | | |||
|
Tranche A 2018 LTIP Units
|
| | | | 474 | | | |||
|
Restricted Stock (2020 Grant)
|
| | | | 2,816 | | | |||
|
Restricted Stock (2019 Grant)
|
| | | | 850 | | |
| | | |
TYPE OF AWARD
|
| |
MAXIMUM NUMBER OF
SHARES OR UNITS |
| |||
| David Simon | | |
2021 LTIP Units
|
| | | | 57,867 | | |
| Brian J. McDade | | |
2021 LTIP Units
|
| | | | 19,036 | | |
| Steven E. Fivel | | |
2021 LTIP Units
|
| | | | 15,229 | | |
| John Rulli | | |
2021 LTIP Units
|
| | | | 15,229 | | |
| Alexander L.W. Snyder | | |
2021 LTIP Units
|
| | | | 5,711 | | |
| | | |
STOCK AWARDS
|
| |||||||||
|
NAME
(A) |
| |
NUMBER OF SHARES
ACQUIRED ON VESTING (D) |
| |
VALUE REALIZED
ON VESTING (E) |
| ||||||
| David Simon | | | | | 0 | | | | | $ | 0 | | |
|
Brian J. McDade
|
| | |
|
2,306(2)
|
| | | |
$
|
262,354(3)
|
| |
| Steven E. Fivel | | | | | 0 | | | | | $ | 0 | | |
| John Rulli | | | | | 0 | | | | | $ | 0 | | |
|
Alexander L.W. Snyder
|
| | |
|
2,747(4)
|
| | | |
$
|
312,526(5)
|
| |
|
| 53 |investors.simon.com | |
|
NAME
(A) |
| |
EXECUTIVE
CONTRIBUTIONS IN LAST FY (B) |
| |
REGISTRANT
CONTRIBUTIONS IN LAST FY (C) |
| |
AGGREGATE
EARNINGS (LOSSES) IN LAST FY(1) (D) |
| |
AGGREGATE
WITHDRAWALS/ DISTRIBUTIONS (E) |
| |
AGGREGATE
BALANCE AT LAST FYE(2) (F) |
| |||||||||||||||
| David Simon | | | | $ | 0 | | | | | $ | 0 | | | | | $ | (50) | | | | | $ | 0 | | | | | $ | 0 | | |
| Brian J. McDade | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Steven E. Fivel | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| John Rulli | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 603,064 | | | | | $ | 795,489 | | | | | $ | 1,939,388 | | |
|
Alexander L.W. Snyder
|
| | | $ | 0 | | | | | $ | 0 | | | | | $ | 2,932 | | | | | $ | 0 | | | | | $ | 22,869 | | |
|
|
| |
2022 Proxy Statement| 54
|
|
| | | |
VOLUNTARY
RESIGNATION OR RETIREMENT(1) |
| |
TERMINATION BY
THE COMPANY WITHOUT CAUSE |
| |
DEATH OR
DISABILITY |
| |
CHANGE OF
CONTROL |
| |
TERMINATION BY THE
COMPANY WITHOUT CAUSE OR RESIGNATION WITH GOOD REASON FOLLOWING CHANGE IN CONTROL |
| |||||||||||||||
| David Simon | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Severance Payment(2) | | | | $ | 0 | | | | | $ | 384,615 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 384,615 | | |
| Restricted Stock/RSUs(3) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 12,735,746 | | | | | $ | 12,735,746 | | | | | $ | 12,735,746 | | |
| Annual LTIP(4) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 6,793,319 | | | | | $ | 10,895,854 | | | | | $ | 10,895,854 | | |
|
2021 Annual Cash Incentive Compensation(5)
|
| | | $ | 0 | | | | | $ | 0 | | | | | $ | 3,750,000 | | | | | $ | 0 | | | | | $ | 3,750,000 | | |
|
TOTAL
|
| | | $ | 0 | | | | | $ | 384,615 | | | | | $ | 23,279,065 | | | | | $ | 23,631,600 | | | | | $ | 27,766,215 | | |
| Brian J. McDade | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Severance Payment(2) | | | | $ | 0 | | | | | $ | 153,846 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 153,846 | | |
| Restricted Stock/RSUs(3) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 3,871,227 | | | | | $ | 3,871,227 | | | | | $ | 3,871,227 | | |
| Annual LTIP(4) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 1,373,467 | | | | | $ | 2,723,166 | | | | | $ | 2,723,166 | | |
|
2021 Annual Cash Incentive Compensation(5)
|
| | | $ | 0 | | | | | $ | 0 | | | | | $ | 650,000 | | | | | $ | 0 | | | | | $ | 650,000 | | |
|
TOTAL
|
| | | $ | 0 | | | | | $ | 153,846 | | | | | $ | 5,894,694 | | | | | $ | 6,594,393 | | | | | $ | 7,398,239 | | |
| Steven E. Fivel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Severance Payment(2) | | | | $ | 0 | | | | | $ | 125,000 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 125,000 | | |
| Restricted Stock/RSUs(3) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 3,205,625 | | | | | $ | 3,205,625 | | | | | $ | 3,205,625 | | |
| Annual LTIP(4) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 1,838,308 | | | | | $ | 2,917,940 | | | | | $ | 2,917,940 | | |
|
2021 Annual Cash Incentive Compensation(5)
|
| | | $ | 0 | | | | | $ | 0 | | | | | $ | 750,000 | | | | | $ | 0 | | | | | $ | 750,000 | | |
|
TOTAL
|
| | | $ | 0 | | | | | $ | 125,000 | | | | | $ | 5,793,933 | | | | | $ | 6,123,565 | | | | | $ | 6,998,565 | | |
| John Rulli | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Severance Payment(2) | | | | $ | 0 | | | | | $ | 200,000 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 200,000 | | |
| Restricted Stock/RSUs(3) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 3,205,625 | | | | | $ | 3,205,625 | | | | | $ | 3,205,625 | | |
| Annual LTIP(4) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 1,838,308 | | | | | $ | 2,917,940 | | | | | $ | 2,917,940 | | |
|
2021 Annual Cash Incentive Compensation(5)
|
| | | $ | 0 | | | | | $ | 0 | | | | | $ | 750,000 | | | | | $ | 0 | | | | | $ | 750,000 | | |
|
TOTAL
|
| | | $ | 0 | | | | | $ | 200,000 | | | | | $ | 5,793,933 | | | | | $ | 6,123,565 | | | | | $ | 7,073,565 | | |
| Alexander L. W. Snyder | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Severance Payment(2) | | | | $ | 0 | | | | | $ | 42,788 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 42,788 | | |
| Restricted Stock/RSUs(3) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 1.672,313 | | | | | $ | 1.672,313 | | | | | $ | 1.672,313 | | |
| Annual LTIP(4) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 577,143 | | | | | $ | 982,005 | | | | | $ | 982,005 | | |
|
2021 Annual Cash Incentive Compensation(5)
|
| | | $ | 0 | | | | | $ | 0 | | | | | $ | 325,000 | | | | | $ | 0 | | | | | $ | 325,000 | | |
|
TOTAL
|
| | | $ | 0 | | | | | $ | 42,788 | | | | | $ | 2,574,456 | | | | | $ | 2,654,318 | | | | | $ | 3,022,106 | | |
| 55 |investors.simon.com | |
|
|
| |
2022 Proxy Statement| 56
|
|
| 57 |investors.simon.com | |
|
PLAN CATEGORY
|
| |
NUMBER OF SECURITIES TO
BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS |
| |
WEIGHTED-AVERAGE
EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS |
| |
NUMBER OF SECURITIES REMAINING
AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS |
| |||||||||
|
Equity compensation plans
approved by security holders(1) |
| | | | 350,239(2) | | | | | $ | 0 | | | | | | 7,236,865(3) | | |
|
Equity compensation plans not approved by security holders
|
| | | | 0 | | | | | $ | 0 | | | | | | 0 | | |
| TOTAL | | | | | 350,239 | | | | | $ | 0 | | | | | | 7,236,865 | | |
|
|
| |
2022 Proxy Statement| 58
|
|
| 59 |investors.simon.com | |
|
|
| |
THE AUDIT COMMITTEE AND THE BOARD RECOMMEND THAT SHAREHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022.
|
|
|
|
| |
2022 Proxy Statement| 60
|
|
| 61 |investors.simon.com | |
| | | |
2021
|
| |
2020
|
| ||||||
| Audit Fees(1) | | | | $ | 5,444,000 | | | | | $ | 4,707,000 | | |
| Audit-Related Fees(2) | | | | $ | 4,890,000 | | | | | $ | 5,068,000 | | |
| Tax Fees(3) | | | | $ | 276,000 | | | | | $ | 359,000 | | |
| All Other Fees | | | | $ | 0 | | | | | $ | 0 | | |
|
|
| |
2022 Proxy Statement| 62
|
|
| 63 |investors.simon.com | |
|
|
| |
2022 Proxy Statement| 64
|
|
| 65 |investors.simon.com | |
|
|
| |
2022 Proxy Statement| 66
|
|
| |
SHAREHOLDERS OF RECORD
|
| | |||
| | If you are a “shareholder of record,” you have several choices. You can vote your shares by proxy: | | | |||
| |
|
| |
•
By telephone by dialing toll free 1-800-690-6903;
|
| |
| |
|
| |
•
Via the Internet by visiting www.proxyvote.com;
|
| |
| |
|
| |
•
By mailing your proxy card. Please refer to the specific instructions set forth on the Notice or printed proxy materials. For security reasons, our electronic voting system has been designed to authenticate your identity as a shareholder.
|
| |
| |
|
| |
•
Via mobile device by scanning the QR Code
|
| |
| 67 |investors.simon.com | |
|
|
| |
2022 Proxy Statement| 68
|
|
|
PROPOSAL
NUMBER |
| |
SUBJECT
|
| |
VOTE REQUIRED
|
| |
IMPACT OF ABSTENTIONS AND
BROKER NON-VOTES, IF ANY |
|
|
1
|
| | Elect the eleven (11) independent director nominees named in this Proxy Statement | | |
More votes FOR than AGAINST. Under our By-Laws, for purposes of this proposal, a “majority of votes cast” means more votes cast FOR than AGAINST.
|
| |
Abstentions and broker non-votes will not impact the outcome of this proposal, as they are not considered votes cast under the majority of votes cast standard.
|
|
|
2
|
| | Advisory vote to approve the compensation of our Named Executive Officers | | | Majority of votes cast. | | | Abstentions and broker non-votes will not impact the outcome of this proposal, as they are not considered votes cast under the majority of votes cast standard. | |
|
3
|
| |
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022
|
| | Majority of votes cast. | | |
Abstentions will not impact the outcome of this proposal, as they are not considered votes cast under the majority of votes cast standard. We do not expect there to be any broker non-votes with respect to this proposal, as brokers are entitled to vote on the ratification of independent registered accounting firms.
|
|
| 69 |investors.simon.com | |
|
|
| |
2022 Proxy Statement| 70
|
|
| | | |
For the Year Ended
December 31, 2021 |
| |||
| Diluted net income per share | | | | $ | 6.84 | | |
| Adjustments to arrive at FFO: | | | | | | | |
|
Depreciation and amortization from consolidated properties and our share of depreciation and
amortization from unconsolidated entities, including Klépierre, TRG and other corporate investments, net of noncontrolling interests portion of depreciation and amortization |
| | | | 5.64 | | |
|
(Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net
|
| | | | (0.55) | | |
|
Unrealized (gains) losses in fair value of equity instruments(1)
|
| | | | 0.01 | | |
| Diluted FFO per share as reported | | | | $ | 11.94 | | |
| Add: Debt related charges | | | | | 0.14 | | |
| Less: Gain on sale or exchange of equity interests, net of tax | | | | | (0.32) | | |
| Less: Gain on certain investment activity, net of tax | | | | | (0.02) | | |
|
Less: Non-cash gain related to reversal of a deferred tax liability associated with an international investment
|
| | | | (0.32) | | |
| Compensation Committee FFO per Share | | | | $ | 11.42 | | |
|
| 71 |investors.simon.com | |
| |
Attend Our Annual Meeting
|
| | ||||||
| |
|
| |
Date and Time:
|
| | May 11, 2022 at 8:30 a.m. Eastern Daylight Time | | |
|
Virtual Webcast:
|
| | This year’s annual meeting will be held via live audio webcast at www.virtualshareholdermeeting.com/SPG2022 |
| | ||||
|
Record Date:
|
| | March 15, 2022 | | | ||||
| |
Details on how to participate in the 2022 Annual Meeting are available at investors.simon.com.
|
| |
| |
Communications with the Board
|
| | |||
| | The Board has implemented a process by which our shareholders 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 the address below. The Board has instructed our Secretary to promptly forward all such communications to the specified addressees thereof. | | | |||
| |
|
| |
Simon Property Group, Inc.
Board of Directors, c/o Secretary 225 West Washington Street Indianapolis, Indiana 46204 |
| |
|
|
| |
2022 Proxy Statement| 72
|
|