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): March 21, 2016
SIMON PROPERTY GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-14469 |
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04-6268599 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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225 WEST WASHINGTON STREET |
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INDIANAPOLIS, INDIANA |
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46204 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: 317.636.1600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 21, 2016, the Board of Directors (the “Board”) of Simon Property Group, Inc. (the “Company”), upon the recommendation of the Governance and Nominating Committee, has agreed to nominate Glyn F. Aeppel for election to the Board at the Company’s Annual Meeting of Stockholders to be held May 11, 2016.
The Company also announced today that Melvyn E. Bergstein will retire from the Board at the conclusion of his current term in May 2016.
As a non-employee director, if elected, Ms. Aeppel will participate in the non-employee director compensation arrangements described in the Company’s most recently filed definitive proxy statement filed with the Securities and Exchange Commission. In addition, it is expected that, if elected, she will execute the Company’s standard form of director indemnity agreement. The form of the indemnity agreement was filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 13, 1998 and is incorporated herein by reference.
A copy of the Company’s press release announcing the nomination of Ms. Aeppel to the Board is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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Exhibit 99.1 |
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Press Release issued on March 21, 2016 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 21, 2016
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SIMON PROPERTY GROUP, INC. | |
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By: |
/s/ ANDREW JUSTER |
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Andrew Juster |
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Executive Vice President and Chief Financial Officer |
Exhibit 99.1
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Contacts: |
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FOR IMMEDIATE RELEASE |
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Tom Ward |
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317-685-7330 |
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Investors |
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Les Morris |
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317-263-7711 |
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Media |
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GLYN F. AEPPEL TO BE NOMINATED TO SIMON’S BOARD OF DIRECTORS
INDIANAPOLIS, March 21, 2016 — Simon, a leading global retail real estate company, announced today that its Board of Directors has agreed to nominate Glyn F. Aeppel for election to its Board at Simon’s Annual Meeting of Stockholders to be held May 11, 2016. Simon also announced today that Melvyn E. Bergstein will retire from the Board at the conclusion of his current term in May 2016.
“We are very excited that Glyn has agreed to be nominated for election to our Board,” said David Simon, Chairman and Chief Executive Officer. “She is an outstanding addition to our Board, one whose point of view and insight will be invaluable as the Company continues to execute on its growth strategy. We also want to thank Mel Bergstein for his 15 years of dedicated and influential service to our Board, our Company and our stockholders. His contributions have been innumerable and he will be missed.”
Ms. Aeppel has more than 30 years of experience in both public and private companies focusing on property acquisitions, development, financing, branding and operations. Ms. Aeppel is the 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. Ms. Aeppel currently serves on the board of directors of AvalonBay Communities, Inc., where she is a member of the audit and chair of the investment and finance committees. She also serves on the board of Exclusive Resorts, LLC, a privately held company.
About Simon
Simon is a global leader in retail real estate ownership, management and development and a S&P100 company (Simon Property Group, NYSE:SPG). Our industry-leading retail properties and investments across North America, Europe and Asia provide shopping experiences for millions of consumers every day and generate billions in annual retail sales. For more information, visit simon.com.