SEC Filing | Simon Property Group, L.P.

Glyn F. Aeppel
Age: 61
Director since: 2016
Committees Served: Governance and Nominating
Other Public Directorships: AvalonBay
Communities, Inc.

Larry C. Glasscock
Age: 71
Director since: 2010
Committees Served: Lead Independent Director, Audit, Governance and Nominating
Other Public Directorships: Zimmer Biomet Holdings, Inc. and Sysco Corporation

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.
SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE 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.

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., and as a director for Sprint Nextel Corporation until 2013. Mr. Glasscock is currently the non-executive Chairman of the Board for Zimmer Biomet Holdings, Inc. where he is a member of the audit committee and the corporate governance committee. He is also 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.
SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY
Mr. Glasscock served as the Chief Executive Officer of the nation's leading health benefits company for many years. He has experience in leading a large public company, setting and implementing strategic plans, developing and implementing turnaround and growth strategies, and developing talent and participating in successful leadership transitions. Mr. Glasscock also has experience leading acquisitions of companies. 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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TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12


Simon Property Group, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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	(1)	Amount Previously Paid:
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2020 PROXY STATEMENT

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April 2, 2020

Dear Fellow Shareholder,

I am writing this letter to you at a time when COVID-19 is rapidly spreading across our country. The spread of this disease has brought the United States economy to a halt and recovery will take some time.

As you are aware, at this time, large gatherings are prohibited in many states. Although, I am inviting you to attend our Annual Meeting of Shareholders on May 12, 2020, at our headquarters in Indianapolis, Indiana; this year I must reserve the right to notify you in the future that our 2020 Annual Meeting will instead be a virtual one. The business to be conducted at the meeting, whether physical or virtual, is explained in the attached Notice of Annual Meeting and Proxy Statement.

I am thankful to my colleagues across Simon Property Group for their hard work and dedication, both in 2019, during which we continued our track record of posting record and sector-leading financial results, as well as over the last several weeks, while we have faced the challenges created by COVID-19. Finally, I would like to thank you, our shareholder, for your continued interest and support of our Company.

We are pleased to furnish proxy materials to our shareholders over the Internet. We believe that this e-proxy process expedites our shareholders' receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our Annual Meeting.

Whether or not you plan to attend the meeting in person, and whether or not we have a physical or a virtual meeting, please read the Proxy Statement and vote your shares. Instructions for voting by mail, Internet and telephone 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.

Sincerely,

David Simon
Chairman of the Board, Chief Executive Officer and President

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS




MAY 12, 2020	8:30 A.M. (EDT)	Simon Property Group Headquarters 225 West Washington Street Indianapolis, Indiana 46204

ITEMS OF BUSINESS

1.: Elect the thirteen director nominees named in this Proxy Statement, including three directors to be elected by the voting trustees who vote the Class B common stock;
2.: Advisory vote to approve the compensation of our Named Executive Officers;
3.: Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020; and
4.: Other business as may properly come before the meeting or any adjournments or postponements of the meeting.

RECORD DATE

You can vote if you were a shareholder of record on March 16, 2020 (the "Record Date").

ANNUAL REPORT

Our 2019 Annual Report to Shareholders accompanies, but is not part of, or incorporated into, this Proxy Statement.

PROXY VOTING

On or about April 2, 2020, a Notice of Internet Availability of Proxy Materials and Notice of Annual Meeting of Shareholders (the "Notice") is first being mailed to our shareholders of record as of the Record Date and our proxy materials are first being posted on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, all shareholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company will make a $1.00 charitable contribution to the Simon Youth Foundation (www.syf.org) on behalf of each shareholder who signs up for electronic delivery. For those shareholders who previously requested to receive proxy materials in printed form by mail or electronically by email on an ongoing basis, you will receive those materials as you requested.

Shareholders as of the Record Date are invited to attend the 2020 Annual Meeting, but if you cannot attend in person, please vote in advance of the meeting by using one of the methods described in the Proxy Statement. Shareholders may vote their shares (1) in person at the 2020 Annual Meeting, (2) by telephone, (3) through the Internet or (4) by completing and mailing a proxy card if you receive your proxy materials by mail. Specific instructions for voting by telephone or through the Internet are included in the Notice. If you attend and vote at the meeting, your vote at the meeting will replace any earlier vote you cast.

COVID-19

We intend to hold the 2020 Annual Meeting in person as described herein; however, as part of our precautions regarding COVID-19, we are planning for the possibility that the Company's 2020 Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance by filing Definitive Additional Materials with the Securities and Exchange Commission along with notice of the changes to the Annual Meeting. Details on how to participate will be available at investors.simon.com.

By order of the Board of Directors,

Steven E. Fivel
General Counsel and Secretary

April 2, 2020

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TABLE OF CONTENTS


PLEASE VOTE		2
PROXY SUMMARY		3
SUMMARY OF 2019 FINANCIAL PERFORMANCE		5
CORPORATE GOVERNANCE OF THE COMPANY		7
Board Leadership Structure		7
Summary of Board Experience		8
The Board Believes that its Members Should		8
The Board's Role in Oversight of Risk Management		8
Director Independence		9
Policies on Corporate Governance		9
Proxy Access		9
Majority Vote Standard for Election of Directors		9
Nominations for Directors		9
Communications with the Board		10
Shareholder Engagement and Outreach		10
Transactions With Related Persons		10
Transactions With the Simons		11
PROPOSAL 1: Election of Directors		12
Nominees for Director to Be Elected by Holders of Voting Shares		12
Nominees for Director to Be Elected by the Voting Trustees Who Vote the Class B Common Stock		15
Meetings and Committees of the Board		16
Committee Function and Membership		17
Director Compensation		18
Ownership of Equity Securities of the Company		20
PROPOSAL 2: Advisory Vote to Approve the Compensation of our Named Executive Officers		23
COMPENSATION COMMITTEE REPORT		23
COMPENSATION DISCUSSION AND ANALYSIS		24


Executive Summary		24
Objectives of Our Executive Compensation Program		25
Shareholder/Governance Friendly Aspects of Our Current Executive Compensation Program		26
2019 Say-on-Pay Vote		26
Executive Compensation Approach and Process		27
Company Peer Group and Compensation Assessment		29
Compensation in 2019		30
Other Elements of Compensation		34
Other Policies		34
Compensation Decisions for 2020		35
EXECUTIVE COMPENSATION TABLES		36
Summary Compensation Table		36
Grants of Plan-Based Awards in 2019		37
Outstanding Equity Awards At 2019 Fiscal Year-End		38
Option Exercises and Stock Vested in 2019		39
Nonqualified Deferred Compensation in 2019		39
Estimated Post-Employment Payments Under Alternative Termination Scenarios		40
2019 PAY RATIO DISCLOSURE		42
EQUITY COMPENSATION PLAN INFORMATION		42
ASSESSMENT OF COMPENSATION-RELATED RISKS		43
PROPOSAL 3: Ratification of Independent Registered Public Accounting Firm		44
REPORT OF THE AUDIT COMMITTEE		44
SUSTAINABILITY		46
ADDITIONAL INFORMATION		47
Annual Report		47
Shareholder Proposals at Our 2021 Annual Meeting		47
Proxy Access Nominations		47
Where You Can Find More Information		47
Incorporation by Reference		47
FREQUENTLY ASKED QUESTIONS AND ANSWERS		48

SIMON PROPERTY GROUP 2020 PROXY STATEMENT 1

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PLEASE VOTE

It is very important that you vote to play a part in the future of the Company. New York Stock Exchange ("NYSE") rules provide that if your shares are held through a broker, bank, or other nominee, they cannot vote on your behalf on non-discretionary matters without your instruction.

PROPOSALS WHICH REQUIRE YOUR VOTE

PROPOSAL

MORE
INFORMATION

BOARD
RECOMMENDATION

BROKER
NON-VOTES

ABSTENTIONS

VOTES REQUIRED
FOR APPROVAL

Elect the ten (10) independent director nominees named in this Proxy Statement

Page 12

FOR
ALL NOMINEES

Do not impact outcome.

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.

Advisory vote to approve the compensation of our Named Executive Officers

Page 23

FOR

Do not impact outcome.

Majority of votes cast.

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020

Page 44

FOR

N/A

Do not impact outcome.

Majority of votes cast.

BY INTERNET USING A COMPUTER

BY TELEPHONE

BY MAIL

Vote 24/7
www.proxyvote.com

Dial toll-free 24/7
1-800-690-6903

Cast your ballot, sign your proxy card
and send by pre-paid mail

PLEASE VISIT annualmeeting.simon.com

•: Review and download easy to read versions of our Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the "Annual Report").

SIGN UP FOR FUTURE ELECTRONIC DELIVERY TO REDUCE THE IMPACT ON THE ENVIRONMENT.

•: The Company will make a $1.00 charitable contribution to the Simon Youth Foundation (www.syf.org) on behalf of each shareholder who signs up for electronic delivery. To sign up for electronic delivery, please follow the instructions above to vote "BY INTERNET USING A COMPUTER", and when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

As part of our precautions regarding COVID-19, we are planning for the possibility that the Company's 2020 Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance by filing Definitive Additional Materials with the Securities and Exchange Commission along with notice of the changes to the Annual Meeting. Details on how to participate will be available at investors.simon.com.

2 SIMON PROPERTY GROUP 2020 PROXY STATEMENT

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PROXY SUMMARY

This proxy summary highlights information which may be contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

ELIGIBILITY TO VOTE (Page 48)

You can vote if you were a shareholder of record at the close of business on the Record Date (March 16, 2020).

HOW TO CAST YOUR VOTE (Page 48)

You can vote by any of the following methods: (i) Internet: Go to www.proxyvote.com until 11:59 P.M. EDT on May 11, 2020; (ii) Telephone: Call 1-800-690-6903 until 11:59 P.M. EDT on May 11, 2020; (iii) Mail: Complete, sign and return your proxy or voting instruction card; or (iv) In Person: Vote in person by ballot at the 2020 Annual Meeting.

GOVERNANCE OF THE COMPANY (Page 7)

We pride ourselves on continuing to observe and implement best practices in our corporate governance.

SUSTAINABILITY (Page 46)

We have a long-standing commitment to our shareholders and communities to conduct our business in an environmentally and socially responsible manner.

VOTING PROPOSALS	BOARD'S RECOMMENDATIONS


Proposal 1	Elect the ten (10) independent director nominees named in this Proxy Statement	FOR ALL NOMINEES (Page 12)
Proposal 2	Advisory vote to approve the compensation of our Named Executive Officers	FOR (Page 23)
Proposal 3	Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020	FOR (Page 44)

1. ELECTION OF DIRECTORS (Page 12)

NAME OF INDEPENDENT DIRECTOR	AGE	OCCUPATION	COMMITTEE MEMBERSHIPS


Glyn F. Aeppel	61	President and CEO of Glencove Capital	Governance and Nominating
Larry C. Glasscock	71	Former Chairman and CEO of Anthem, Inc.	Lead Independent Director, Audit, Governance and Nominating
Karen N. Horn, Ph.D.	76	Senior Managing Director of Brock Capital Group	Governance and Nominating (Chair)
Allan Hubbard	72	Co-Founder, Chairman and Partner of E&A Companies	Compensation, Governance and Nominating
Reuben S. Leibowitz	72	Managing Member of JEN Partners	Compensation (Chair), Audit
Gary M. Rodkin	67	Retired Chief Executive Officer and Director of ConAgra Foods, Inc.	Governance and Nominating
Stefan M. Selig	57	Founder of BridgePark Advisors LLC	Audit, Compensation
Daniel C. Smith, Ph.D.	62	President and CEO of the Indiana University Foundation and Clare W. Barker Professor of Marketing, Indiana University, Kelley School of Business	Compensation
J. Albert Smith, Jr.	79	Chairman, Chase Bank in Central Indiana and Managing Director of J.P. Morgan Private Bank	Audit (Chair), Compensation
Marta R. Stewart	62	Retired Executive Vice President and Chief Financial Officer of Norfolk Southern Corporation	Audit

NAME OF CLASS B DIRECTOR	AGE	OCCUPATION	COMMITTEE MEMBERSHIPS


David Simon	58	Chairman of the Board, Chief Executive Officer and President of the Company	None
Richard S. Sokolov	70	Vice Chairman of the Company	None
Herbert Simon	85	Chairman Emeritus of the Board of the Company	None

SIMON PROPERTY GROUP 2020 PROXY STATEMENT 3

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PROXY SUMMARY

2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (Page 23)

3. COMPENSATION DISCUSSION AND ANALYSIS (Page 24)

The Compensation Committee of the Board believes that the Company's rigorous performance-based compensation programs operated to align the interests of all of the Company's stakeholders, including its shareholders, with the compensation of our Named Executive Officers ("NEOs") in 2019. The Compensation Committee is confident that our executive compensation program is appropriately designed to incent strong performance over the longer term.

4. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Page 44)

4 SIMON PROPERTY GROUP 2020 PROXY STATEMENT

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This Proxy Statement and accompanying proxy card are being made available to shareholders on or about April 2, 2020, in connection with the solicitation by the Board of Directors (the "Board") of Simon Property Group, Inc. ("Simon", "SPG", "we", "us", "our" or the "Company") of proxies to be voted at the 2020 Annual Meeting of Shareholders (the "2020 Annual Meeting") to be held at the corporate headquarters of the Company located at 225 West Washington Street, Indianapolis, Indiana 46204, on May 12, 2020, at 8:30 a.m. (EDT). As required by rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), the Company is making this Proxy Statement and its Annual Report available to shareholders electronically via the Internet. In addition, SPG is using the SEC's "Notice and Access" rules to provide shareholders with more options for receipt of these materials. Accordingly, on April 2, 2020, the Company will begin mailing the Notice of Internet Availability of Proxy Materials (the "Notice") to shareholders containing instructions on how to access this Proxy Statement and the Company's Annual Report via the Internet, how to vote online or by telephone, and how to receive paper copies of the documents and a proxy card.

SUMMARY OF 2019 FINANCIAL PERFORMANCE

This summary provides highlights of certain information in this Proxy Statement. This summary does not contain all of the information that you should consider, and therefore you should read the entire Proxy Statement before voting. For more complete information regarding the Company's 2019 performance you should review the Company's Form 10-K for the year ended December 31, 2019, filed with the SEC on February 21, 2020 and Form 8-K furnished to the SEC on February 4, 2020.

2019 was a successful and productive year for the Company. This performance was reflected across our key financial metrics.

In 2019, we paid dividends per share of $8.30, the highest ever paid by the Company. The compound annual growth rate ("CAGR") for our annual dividend payments for the period from 2015 through 2019 was 8.2%. The Company has a track record of returning funds to shareholders not only in the form of dividends, but over the last five years through a share repurchase program as well. In 2019, aggregating the Company's dividend payments and share repurchase program, the Company returned approximately $3.3 billion to its shareholders. Over the last decade we have returned more than $22 billion to our shareholders.

SIMON PROPERTY GROUP 2020 PROXY STATEMENT 5

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SUMMARY OF 2019 FINANCIAL PERFORMANCE

Our Return on Equity has increased from 41.0% in 2015 to 83.2% in 2019.

In 2019, we generated funds from operations ("FFO") of $12.04 per share. The 2019 results included a $0.33 per share loss on extinguishment of debt. FFO per share before this $0.33 per share debt charge was $12.37. See "Where do I find reconciliation of Non-GAAP terms to GAAP terms?" in the section of this Proxy Statement titled "Frequently Asked Questions and Answers" on page 50. Our FFO CAGR for the period from 2015 through 2019 was 5.1%.

6 SIMON PROPERTY GROUP 2020 PROXY STATEMENT

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CORPORATE GOVERNANCE OF THE COMPANY

BOARD 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. Under our Governance Principles, the Lead Independent Director is empowered to:

•: preside at all meetings of the Board at which the Chairman of the Board ("Chairman") is not present, including executive sessions of the independent directors;
•: serve as a liaison between the Chairman and the independent directors, including by facilitating communication and sharing of views between the independent directors and the Chairman;
•: approve materials sent to the Board and advise on such information;
•: approve meeting agendas for the Board and coordinate with the Chairman with respect to developing such agendas;

•: approve meeting schedules for the Board to assure there is sufficient time for discussion of all agenda items and coordinate with the Chairman with respect to developing such schedules;
•: call meetings of the independent directors;
•: if requested by major shareholders, ensure that he or she is available for consultation and direct communication; and
•: retain outside advisors and consultants to report directly to the Board on Board-wide matters.

Mr. David Simon has served since 2007 as the 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. Together, our Lead Independent Director and the CEO deliver clear leadership, responsibility and accountability, effective decision-making, and a cohesive corporate strategy.

Ten of our director nominees are independent under the requirements set forth in the NYSE Listed Company Manual. All of the members of the Audit Committee, Governance and Nominating Committee, and Compensation Committee are independent directors under the listing requirements and rules of the NYSE and other applicable laws, rules, and regulations.

We recognize the importance of refreshing our Board. Consistent with this belief, in the last five years we have appointed four new directors, including two new directors in the last three years.

40% of our independent directors have been on the Board for five years or fewer compared to 12.5% in 2015.

SIMON PROPERTY GROUP 2020 PROXY STATEMENT 7

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CORPORATE GOVERNANCE OF THE COMPANY

SUMMARY OF BOARD EXPERIENCE




	G. AEPPEL	L. GLASSCOCK	K. HORN	A. HUBBARD	R. LEIBOWITZ	G. RODKIN	S. SELIG	A. SMITH	D. SMITH	M. STEWART	D. SIMON	R. SOKOLOV	H. SIMON

High level of financial literacy and capital markets experience	X	X	X		X	X	X	X		X	X
Relevant Chief Executive Officer/President experience	X	X	X	X	X	X		X	X		X	X
Retail real estate or commercial real estate experience	X	X			X			X			X	X	X
Broad international exposure	X		X			X	X		X		X		X
Marketing/marketing-related technology experience				X		X			X
Governmental or geopolitical expertise			X	X			X					X
Risk oversight/management expertise	X	X	X	X	X	X		X	X	X	X	X	X

THE BOARD BELIEVES THAT ITS MEMBERS SHOULD:

•: exhibit high standards of independent judgment and integrity;
•: have a strong record of achievements;
•: have an understanding of our business and the competitive environment in which we operate;
•: have diverse experiences and backgrounds, including racial and gender diversity; and
•: be committed to enhancing shareholder value on a long-term basis and have sufficient time to carry out their duties.

In addition, the Board has determined that the Board, as a whole, should strive to have the right mix of characteristics and skills necessary to effectively perform its oversight responsibilities. The Board believes that directors with one or more of the following professional skills or experiences can assist in meeting this goal:

•: leadership of large and complex organizations;
•: accounting and finance;
•: e-commerce related Internet-based businesses;
•: capital markets;
•: retail marketing;
•: strategic planning;
•: real estate acquisitions, development, and operations;
•: banking, legal, and corporate governance;
•: government and governmental relationships;
•: international business; and
•: human capital management.

THE BOARD'S ROLE IN OVERSIGHT OF RISK MANAGEMENT

While risk management is primarily the responsibility of our management, the Board provides overall risk oversight focusing on the most significant risks we face. We have implemented a Company-wide enterprise risk management process to identify and assess the major risks we face and to develop strategies for controlling, mitigating, and monitoring risk. As part of this process, we gather information throughout our Company on an annual basis to identify and prioritize management of these major risks. The identified risks and risk mitigation strategies are validated with management and discussed with the Audit Committee on an ongoing basis.

The Audit Committee reviews our risk management programs and reports on these items to the full Board. Our Vice President of Audit Services is responsible for supervising the enterprise risk management process and in that role reports directly to the Audit Committee. Other members of senior management who have responsibility for designing and implementing various aspects of our risk management process also regularly meet with the Audit Committee. The Audit Committee discusses our identified financial and operational risks with our CEO and Chief Financial Officer and receives reports from other members of senior management with regard to our identified risks.

The Compensation Committee is responsible for overseeing risks relating to our compensation policies and practices. Specifically, the Compensation Committee oversees the design of incentive compensation arrangements for our executive officers to implement our pay-for-performance philosophy without encouraging or rewarding excessive risk-taking by our executive officers.

8 SIMON PROPERTY GROUP 2020 PROXY STATEMENT

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CORPORATE GOVERNANCE OF THE COMPANY

Our management regularly conducts additional reviews of risks, as needed, or as requested by the Board or Audit Committee.

DIRECTOR INDEPENDENCE

The Board has adopted standards to assist it in making determinations of director independence. These standards incorporate, and are consistent with, the definition of "independent" contained in the NYSE Listed Company Manual and other applicable laws, rules and regulations in effect from time to time regarding director independence. These standards are included in our Governance Principles, which are available at governanceprinciples.simon.com. In March 2014, the Board amended and restated the Governance Principles to strengthen the role of the Lead Independent Director. The Board has affirmatively determined that each person nominated by the Board for election as a director by the holders of voting shares of common stock and listed in this Proxy Statement meets these standards and is independent.

Mr. David Simon, Mr. Richard S. Sokolov and Mr. Herbert Simon are our employees and are not independent directors.

POLICIES ON CORPORATE GOVERNANCE

Good corporate governance is important to ensure that the Company is managed for the long-term benefit of its shareholders and to enhance the creation of long-term shareholder value. Each year, the Governance and Nominating Committee reviews our Governance Principles and recommends to the Board any suggested modifications. Also, the Audit Committee obtains reports from management and the Company's Vice President of Audit Services that the Company and its subsidiaries are operating in conformity with the Company's Code of Business Conduct and Ethics, which can be found at codeofconduct.simon.com, and advises the Board with respect to the Company's policies and procedures regarding compliance with the Company's Code of Business Conduct and Ethics. In addition, each of the Board's standing committees reviews its written charter on an annual basis to consider whether any changes are required. These charters are located on our website at committeecomposition.simon.com. In addition to clicking on the preceding links, the current version of each of these documents is available by visiting www.simon.com and navigating to "Governance" by clicking on "Investors", or by requesting a printed copy without charge upon written request to our Secretary at 225 West Washington Street, Indianapolis, Indiana 46204.

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

PROXY ACCESS

Our Amended and Restated By-Laws (the "By-Laws") provide for the ability of a shareholder, or a group of up to 20 shareholders, owning at least three percent of the Company's outstanding Class A common stock continuously for at least three years, to nominate and include in the Company's proxy materials director nominees constituting up to the greater of two nominees or 20% of the number of directors on the Board that the Class A common shareholders are entitled to elect, provided that the shareholders and the nominees satisfy the requirements in our By-Laws.

MAJORITY VOTE STANDARD FOR ELECTION OF DIRECTORS

Our By-Laws provide for a majority of votes cast standard for the election of directors in an uncontested election. The majority of votes cast standard for purposes of the election of director nominees means that in order for a director to be elected, the number of votes cast FOR a director's election must exceed the number of votes cast AGAINST that director's election. Any director who, in an uncontested election, receives a greater number of AGAINST votes than FOR votes must promptly tender his or her resignation to the Board, subject to its acceptance. The Governance and Nominating Committee will promptly consider the tendered resignation and recommend to the Board whether to accept or reject it. Both the Governance and Nominating Committee and the Board may consider any factors they deem appropriate and relevant to their actions. The Board will act on the tendered resignation, taking into account the Governance and Nominating Committee's recommendation. The affected director cannot participate in any part of the process. We will publicly disclose the Board's decision by a press release, a filing with the SEC or other broadly disseminated means of communication within 90 days after the shareholders' vote has been certified.

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

NOMINATIONS FOR DIRECTORS

The Governance and Nominating Committee will consider director nominees recommended by shareholders. A shareholder who wishes to recommend a director candidate in this manner should send such recommendation to our Secretary at 225 West Washington Street, Indianapolis, Indiana 46204, who will forward it to the Governance and Nominating Committee. Any such recommendation shall include a description of the candidate's qualifications for Board service, the candidate's written consent to be considered for nomination and to serve if nominated and elected, as well as the addresses and telephone numbers for contacting the shareholder and the

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candidate for more information. A shareholder who wishes to nominate an individual as a director candidate at an annual meeting of shareholders, rather than either recommend the individual to the Governance and Nominating Committee as a nominee or utilize the proxy access process described above and set forth in Section 1.11 of our By-Laws, shall comply with the advance notice requirements for shareholder nominations set forth in Section 1.10 of our By-Laws.

Our Governance Principles provide that all candidates for election as members of the Board should possess high personal and professional ethics, integrity and values and be committed to representing the long-term interests of our shareholders and otherwise fulfilling the responsibilities of directors as described in our Governance Principles. In 2016, we amended our Governance Principles to clearly reflect and communicate the Board's long-standing diversity goals including, without limitation, the pursuit of racial and gender diversity taking into account the skills and other attributes the Board believes are required for any new director. Our Governance Principles further provide that if our directors simultaneously serve on more than four boards of public companies, including our Board, then the Board or Governance and Nominating Committee must determine that serving on more than four public company boards does not impair the ability of the director to serve as an effective member of our Board. In recommending candidates to the Board for election as directors, the Governance and Nominating Committee will consider the foregoing minimum qualifications as well as each candidate's credentials, keeping in mind our desire, as stated in our Governance Principles, to have a Board representing diverse experiences and backgrounds, as well as expertise in or knowledge of specific areas that are relevant to our business activities. Although we do not have term limits or a mandatory retirement age for our directors, we do believe that periodic board refreshment is beneficial. Consistent with this belief, in the last five years we have appointed four new directors, including two new directors in the last three years.

COMMUNICATIONS WITH THE BOARD

The Board has implemented a process by which our 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 Simon Property Group, Inc., Board of Directors, c/o Secretary, 225 West Washington Street, Indianapolis, Indiana 46204. The Board has instructed our Secretary to promptly forward all such communications to the specified addressees thereof.

SHAREHOLDER ENGAGEMENT AND OUTREACH

The Company has continued to reach out to and engage with shareholders, over the course of the past year, concerning, among other things, executive compensation, sustainability, political contributions, and inclusiveness. In addition, since our 2019 annual meeting and before mailing this Proxy Statement, our executive officers have considered the input received from shareholders through a variety of means.

TRANSACTIONS WITH RELATED PERSONS

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

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

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TRANSACTIONS WITH THE SIMONS

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

In addition, pursuant to management agreements that provide for our receipt of a management fee and reimbursement of our direct and indirect costs, we have managed since 1993 two shopping centers owned by entities in which Mr. David Simon and Mr. Herbert Simon have ownership interests, for which we received a fee of $3,899,001 in 2019. MSA is owned 30.94% by trusts for the benefit of Mr. Herbert Simon, 3.04% by a trust for the benefit of Mr. David Simon, and by certain other shareholders. These agreements have been reviewed and approved by the Audit Committee. In 2019, we reimbursed

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

The Company hired Mr. Eli Simon as Senior Vice President of Corporate Investments on May 20, 2019. Mr. Eli Simon is the son of Mr. David Simon, the Company's Chairman of the Board, CEO, and President and the grand nephew of Mr. Herbert Simon the Company's Chairman Emeritus. Mr. Eli Simon was hired at a base salary of $300,000 per year and on July 15, 2019 the Compensation Committee approved a grant of restricted common stock to Mr. Eli Simon with a grant date value of $250,000 which vests over a three year period, in equal installments. These terms of employment were reviewed and approved by the Audit Committee.

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PROPOSAL 1: Election of Directors

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

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

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

NOMINEES FOR DIRECTOR TO BE ELECTED BY HOLDERS OF VOTING SHARES


		THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE FOLLOWING INDEPENDENT DIRECTOR NOMINEES:

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	Karen N. Horn, Ph.D. Age: 76 Director since: 2004 Committees Served: Governance and Nominating (Chair) Other Public Directorships: None		Allan Hubbard Age: 72 Director since: 2009 Committees Served: Compensation, Governance and Nominating Other Public Directorships: None
Dr. Horn has served as Senior Managing Director of Brock Capital Group, a corporate advisory and investment banking firm, since 2003. Retired President, Global Private Client Services and Managing Director of Marsh, Inc., a subsidiary of 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 also a member of the board of the National Association of Corporate Directors and previously served as its chairperson, Vice Chairman of the U.S. Russia Foundation, and the Chairman and a member of the board of the National Bureau of Economic Research. She previously served as a director of Georgia-Pacific Corporation, Fannie Mae and Eli Lilly and Company, and in the past five years she served as a director of Norfolk Southern Corporation and T. Rowe Price Mutual Funds. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY Dr. Horn has more than 30 years of experience in international finance and management, including her service as President of the Federal Reserve Bank of Cleveland and as a senior executive of a number of financial institutions. These experiences provide her with expertise in financial management and economic policy and an in-depth knowledge of the capital markets in which we actively participate. Dr. Horn 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.		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. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE 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 Committee and Governance and Nominating Committee.


	Reuben S. Leibowitz Age: 72 Director since: 2005 Committees Served: Compensation (Chair), Audit Other Public Directorships: None		Gary M. Rodkin Age: 67 Director since: 2015 Committees Served: Governance and Nominating Other Public Directorships: McCormick & Company, Incorporated
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 QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY Mr. Leibowitz led a major private equity firm's real estate activities for many years and in that role was also responsible for 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 Committee, which he chairs. The Board has determined that he is an "audit committee financial expert".		Chief Executive Officer and member of the board of ConAgra Foods, Inc. from 2005 until his retirement in May 2015. Mr. Rodkin was Chairman and Chief Executive Officer of PepsiCo Beverages and Foods North America from February 2003 to June 2005. Mr. Rodkin joined PepsiCo in 1998, after it acquired Tropicana, where Mr. Rodkin had served as President since 1995. From 1979 to 1995, Mr. Rodkin held marketing and general management positions of increasing responsibility at General Mills, with his last three years at the company as President, Yoplait-Colombo. Mr. Rodkin currently serves on the board of directors of McCormick & Company, Incorporated, where he is a member of their Nominating/Corporate Governance committee. In the past five years, he has served as a director of ConAgra Foods, Inc. and Avon Products, Inc. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY Mr. Rodkin has extensive experience in the leadership and management of a large packaged food company and expertise in branding and marketing of food and food service operations globally as the former Chief Executive Officer of ConAgra Foods, Inc. Mr. Rodkin serves on our Governance and Nominating Committee.

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	Stefan M. Selig Age: 57 Director since: 2017 Committees Served: Audit, Compensation Other Public Directorships: Entercom Communications Corp., Safehold Inc. and Tuscan Holdings Corp.		Daniel C. Smith, Ph.D. Age: 62 Director since: 2009 Committees Served: Compensation Other Public Directorships: None
Founder of BridgePark Advisors LLC, a strategic advisory firm. Prior to that Mr. Selig served as the Undersecretary of the Commerce for International Trade for the U.S. Department of Commerce from 2014 - 2016. Mr. Selig previously was with Bank of America Merrill Lynch from 1999 - 2014, ultimately serving as Executive Vice Chairman of Global Corporate and Investment Banking. Mr. Selig currently serves on the board of directors of Entercom Communications Corp., Tuscan Holdings Corp., and Safehold Inc. where he is the lead independent director and serves on each of the audit, compensation and nominating and governance committees. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE 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 Undersecretary of the Commerce for International Trade for the U.S. Department of Commerce. Mr. Selig serves on our Audit Committee and our Compensation Committee. The Board has determined that he is an "audit committee financial expert".		President and Chief Executive Officer of the Indiana University Foundation and Clare W. Barker Professor of Marketing at Indiana University, Kelley School of Business (the "Kelley School"). Served as Dean of the Kelley School from 2005 - 2012 and as Chief Executive Officer of the Indiana University Foundation since 2012. Dr. Smith joined the faculty of the Kelley School in 1996 and has served as Chair of the Marketing Department, Chair of the MBA Program, and Associate Dean of Academic Affairs. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY Dr. Smith has spent over 30 years teaching, conducting research, and consulting in the areas of marketing strategy, brand management, financial management, compensation, human resource development and corporate governance. He served as Dean of one of the country's top-rated and largest business schools and now is the Chief Executive Officer of one of the nation's largest university foundations with over $2.3 billion of assets. Both as Dean and Foundation Chief Executive Officer, he was/is 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 Committee.


	J. Albert Smith, Jr. Age: 79 Director since: 1993 Committees Served: Audit (Chair), Compensation Other Public Directorships: None		Marta R. Stewart Age: 62 Director since: 2018 Committees Served: Audit Other Public Directorships: The Raytheon Compan
Chairman, Chase Bank, a national financial institution, in Central Indiana since 2014 and Managing Director of J.P. Morgan Private Bank since 2005. Mr. Smith was President of Bank One Central Indiana from 2001 to 2005; Managing Director of Banc One Corporation from 1998 to 2001; President of Bank One, Indiana, NA from 1994 to 1998; and President of Banc One Mortgage Corporation from 1974 to 1994. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE TO OUR COMPANY Mr. Smith has served as Chairman, President and Managing Director of the Midwest operations of a major financial institution for a number of years during which time he has been involved in real estate lending activities. Through these experiences he has developed expertise in financial management and credit markets. He served as our Lead Independent Director until March 2014 and currently serves on our Compensation Committee and our Audit Committee, which he chairs. The Board has determined that he is an "audit committee financial expert".		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 August 2017. Mrs. Stewart joined Norfolk Southern Corporation in 1983 and served in several finance positions before being named Vice President and Controller in 2003 and then Vice President and Treasurer in 2009. Mrs. Stewart currently serves on the board of directors of The Raytheon Company where she is a member of the audit committee and of the public policy and corporate responsibility committee. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE 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 the 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".

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PROPOSAL 1: Election of Directors

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

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

The voting trustees who vote the Class B common stock have agreed to elect Richard S. Sokolov to the Board. The voting trustees have an agreement requiring that each of them vote for each other as Class B director nominees.




	David Simon Class B Director Nominee Age: 58 Director since: 1993 Other Public Directorships: Klépierre, S.A		Richard S. Sokolov Class B Director Nominee Age: 70 Director since: 1996 Other Public Directorships: None
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 1988 to 1990, Mr. Simon was Vice President of Wasserstein Perella & Company. From 1985 to 1988, he was an Associate at First Boston Corp. In the past five years, he previously served as a director of Washington Prime Group. He is the son of the late Mr. Melvin Simon and the nephew of Mr. Herbert Simon. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE 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 been consolidated into what is recognized as the nation's leading retail real estate company. He gained experience in mergers and acquisitions while working at major Wall Street firms before joining his father and uncle.		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. In the past five years, he previously served as a director of Washington Prime Group. SPECIFIC QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE 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.


	Herbert Simon Class B Director Nominee Age: 85 Director since: 1993 Other Public Directorships: The Cheesecake Factory Incorporated
Chairman Emeritus of the Board of the Company since 2007. Co-Chairman of the Board of the Company or its predecessor from 1995 to 2007. Mr. 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 QUALIFICATIONS AND EXPERIENCE OF PARTICULAR RELEVANCE 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.

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MEETINGS AND COMMITTEES OF THE BOARD

MEETINGS AND ATTENDANCE

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

•: All of our directors attended the 2019 annual meeting. During 2019, the Board met six times, including two telephonic meetings.
•: All of our directors participated in more than 75% of the aggregate number of meetings of the Board and the committees on which they served in 2019.

EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS

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

The Board's Lead Independent Director is appointed by the independent members of the Board and the responsibilities of the Lead Independent Director are discussed in the section of this Proxy Statement titled "Corporate Governance of the Company—Board Leadership Structure."

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PROPOSAL 1: Election of Directors

COMMITTEE FUNCTION AND MEMBERSHIP

THE AUDIT COMMITTEE

THE COMPENSATION COMMITTEE

THE GOVERNANCE AND NOMINATING COMMITTEE

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DIRECTOR COMPENSATION

COMPENSATION OF INDEPENDENT DIRECTORS

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

The Company continues to compensate its independent directors through the use of annual retainers. After the independent directors are elected, the Company awards each independent director an annual cash retainer of $110,000, paid quarterly, and makes a restricted stock award with a grant date value of $175,000 that vests on the first anniversary of the grant date. In addition to the annual cash and restricted stock retainers for service as a director described above, each independent director receives additional annual retainers based on his or her role(s) as a committee chairperson, a committee member or Lead Independent Director. The chairperson of the Audit Committee and the chairperson of the Compensation Committee each are paid an annual retainer of $35,000. The chairperson of the Governance and Nominating Committee is paid an annual retainer of $25,000. Each member of the Audit Committee and Compensation Committee is paid a $15,000 annual retainer. Each member of the Governance and Nominating Committee is paid a $10,000 annual retainer. The annual retainer for the Lead Independent Director is $50,000. These committee chairperson, committee member and Lead Independent Director retainers are paid 50% in cash and 50% in restricted stock.

The Company's 2019 Stock Incentive Plan provides that the aggregate grant date fair market value of equity awards that may be granted during any fiscal year to an independent director shall not exceed $750,000.

DIRECTOR STOCK OWNERSHIP GUIDELINES

We have a stringent stock retention policy that further aligns our directors' financial interests with those of our shareholders. The Company believes that it is advisable for its independent directors to retain a fixed dollar amount of Company common stock as opposed to a fixed number of common shares. The stock ownership guidelines for each of the Company's independent directors require that each independent director own $850,000 worth of common stock of the Company (or the equivalent amount of limited partnership units of the Operating Partnership) by no later than six years after the date he or she is elected to the Board. Stock options and unvested shares of restricted stock do not count toward this requirement. The ownership guidelines also require independent directors to hold shares acquired upon the vesting of restricted stock awards received as compensation for their service on the Board and its Committees, together with all dividends paid on such awards utilized to purchase additional shares of the Company's common stock, in the director account of the Company's deferred compensation plan until the director retires, dies or becomes disabled, or otherwise no longer serves as a director. The Company's deferred compensation plan is described in the "Compensation Discussion and Analysis" section of this Proxy Statement on page 34.

Any director who is prohibited by law or by applicable regulation of his or her employer from having an ownership interest in our securities will be exempt from this requirement until the restriction is lifted, at which time he or she will have the following six-year period to comply with the ownership guidelines. The Board may grant exceptions on a case by case basis.

As of March 16, 2020, all independent directors of the Board have met or, within the applicable period, are expected to meet, these stock ownership guidelines.

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

As of March 16, 2020, the existing directors, director nominees and executive officers identified below:

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

The following table sets forth certain information concerning each person (including any group) known to us to beneficially own more than five percent (5%) of any class of our voting securities as of March 16, 2020. Unless otherwise indicated in the footnotes, shares are owned directly and the indicated person has sole voting and investment power.

PROPOSAL 2: Advisory Vote to Approve the Compensation of our Named Executive Officers

Our executive compensation program is designed to facilitate long-term value creation for the benefit of all of our stakeholders—customers, employees, suppliers, communities, and shareholders. We believe our focus on pay-for-performance and on corporate governance creates alignment between the interests of our named executive officers ("NEOs") and the interests of all of the Company's stakeholders, including its shareholders.

We are asking for shareholder approval, on an advisory or non-binding basis, of the compensation of our NEOs, as disclosed in this Proxy Statement pursuant to Section 14A of the Exchange Act, commonly known as a "Say-on-Pay" vote. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the compensation policies and practices described in this Proxy Statement. For additional information on our NEOs, please refer to the Company's 2019 10-K, Part III, Item 10—Directors, Executive Officers and Corporate Governance.

We will evaluate whether any actions are necessary to address significant concerns as a result of this advisory vote. We currently conduct annual advisory votes on executive compensation, and we expect to conduct the next advisory vote at our 2021 annual meeting of shareholders.

For the reasons discussed above and in this Proxy Statement under the headings "Compensation Discussion and Analysis" and "Executive Compensation Tables," the Board intends to introduce the following resolution at the 2020 Annual Meeting:

The Committee reviewed and discussed with management the Compensation Discussion and Analysis section included in this Proxy Statement. Based on its review and these discussions with management, the Committee recommended to the Board that it be incorporated by reference into the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and included in the Proxy Statement for the 2020 Annual Meeting of Shareholders.

All references to the "Committee" in this Report are to the Compensation Committee.

The Compensation Committee:
Reuben S. Leibowitz, Chairman
Allan Hubbard
Stefan M. Selig
Daniel C. Smith, Ph.D.
J. Albert Smith

The Committee believes that our overall executive compensation program continues to responsibly and effectively incentivize strong long-term performance from our NEOs and service our shareholders' interests. The Committee will continue to review the effectiveness of the Company's executive compensation program as well as continue to consider shareholder feedback in its ongoing review of our executive compensation program.

SHAREHOLDER/GOVERNANCE FRIENDLY ASPECTS OF OUR CURRENT EXECUTIVE COMPENSATION PROGRAM

At our 2019 annual meeting of shareholders the percentage of shares voting that approved our advisory "Say-on-Pay" vote was approximately 96%. The Committee believes that this support level demonstrates a strong alignment among our shareholders, the Company's performance, and our executive compensation program. Accordingly, the Committee did not make any changes to the Company's executive compensation program in direct response to the 2019 "Say-on-Pay" vote.

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

The Committee's meetings in 2019 were designed, among other things, to facilitate and encourage free and frank discussions among Committee members, executive management, the Committee's compensation consultant and other Company personnel involved in executive compensation matters. The Committee made decisions impacting the type and amount of compensation paid to our NEOs as reported in the 2019 Summary Compensation Table. These decisions related to: Base Salaries, Annual Cash Incentive Compensation for 2019 performance, and Performance-Based Long-Term Incentive opportunities in the form of performance-based LTIP unit awards for our NEOs.

A comparison of certain provisions of the 2019 LTIP Program and the 2018 LTIP Program is below:

It is worth noting that (i) for the first time in three years the Company's NEOs earned any portion of the LTIP units awarded to them during that period and (ii) the number of LTIP units earned under Tranche A of the 2018 LTIP Program was substantially below the target opportunity. The reason for not achieving the target opportunity was that despite the Company's strong operating performance with FFO growth of 3.94%, the Company did not outperform the FTSE NAREIT Equity Retail Index during the Tranche A 2018 LTIP Program performance period which was necessary to be entitled to any payment on that performance metric. The performance levels required for each performance component and associated payout amounts are set forth in the table below.

The Committee instructed management to prepare an analysis of the performance measures established for the two-year 2018 Tranche A LTIP Program to determine whether such measures had been achieved. In March 2020 the Committee, using that analysis, determined that performance during the two-year performance period ending December 31, 2019, resulted in payouts as shown in the table below.

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

The LTIP units earned during the 2018 Tranche A Performance Period are shown in the table below and will vest in equal portions on January 1, 2021 and January 1, 2022. To vest in earned units, each recipient must maintain continuous service through each vesting date, except for termination of service resulting from death or disability or, in the Committee's sole discretion, upon retirement. In addition, all of our NEOs (including our CEO) are subject to certain stock retention requirements.

The Committee determined the achievement of the performance conditions for Tranche A of the 2018 LTIP Program in the following amounts for our NEOs, subject to further service-based vesting requirements:

The assets of our deferred compensation plan are held in what is commonly referred to as a "rabbi trust" arrangement. This means the assets of the plan are subject to the claims of our general creditors in the event of our insolvency. The plan assets are invested by the trustee in its sole discretion. Payments of a participant's elective deferrals are made as elected by the participant. These amounts would be paid earlier in the event of termination of employment or death of the participant, an unforeseen emergency affecting the participant as determined by the Committee or a change in control of the Company.

We have not made any contributions to the executive account of our deferred compensation plan since its inception in 1995. As a result, the contributions and aggregate balances shown in the table above are composed entirely of contributions made by the executives from their salary, bonus or restricted stock awards for prior years and earnings on those amounts. The earnings do not represent above-market or preferential rates. The executives may vote and are entitled to receive dividends on their restricted stock awards in the plan.

Deferral elections are made by eligible executives each year for amounts to be earned or granted in the following year. An executive may defer all or a portion of salary, Annual Cash Incentive Compensation or awards under the 2019 Plan.

The investment options available to an executive under the deferral program vary depending upon the type of compensation being deferred.

The following table sets forth the value of the benefits that would have been payable to each of the NEOs, assuming that the following events occurred on December 31, 2019. We do not disclose payments or other benefits under our 401(k) retirement plan and health and welfare plans because all salaried employees are entitled to the same benefits under those plans. Also, we do not include distributions from our deferred compensation plan because the amounts in that plan consist entirely of contributions made by the executives and earnings on those contributions. The amounts shown are only estimates of the amounts that would be payable to the executives upon termination of employment and do not reflect tax positions we may take or the accounting treatment of such payments. Actual amounts to be paid can only be determined at the time of separation.

The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under our existing equity compensation plans as of December 31, 2019.

PROPOSAL 3: Ratification of Independent Registered Public Accounting Firm

The Audit Committee has selected Ernst & Young LLP ("EY"), as our independent registered public accounting firm for 2020. Shareholders have the opportunity to ratify that selection in an advisory vote.

The Report of the Audit Committee, which follows this proposal, contains information on the amount of fees paid to EY during 2019 and 2018. Representatives of EY will be present at the 2020 Annual Meeting, will have an opportunity to make a statement if they desire to do so and will be available to respond to questions.

If the holders of a majority of voting shares voting on this matter do not approve the proposal, the Audit Committee will take into consideration the views of the shareholders and may, but will not be required to, appoint a different independent registered public accounting firm.

The Audit Committee is responsible for monitoring the integrity of the Company's consolidated financial statements, the qualifications, performance and independence of the Company's independent registered public accounting firm, the performance of the Company's internal auditor and the Company's compliance with legal and regulatory requirements. We have the sole authority to appoint or replace the Company's independent registered public accounting firm as well as approve their compensation. In addition, we have responsibility to oversee them. The Committee operates under a written charter adopted by the Board which can be found on our website at committeecomposition.simon.com. The Committee currently has five members and the Board has determined that each is a financial expert in accordance with the rules adopted by the SEC. The Board has also determined that each of the members of the Audit Committee is independent under the standards of director independence established under our Governance Principles, NYSE listing standards, and applicable securities laws.

Management is responsible for the financial reporting process, including the system of internal controls, for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States and for management's report on internal controls over financial reporting. The Company's independent registered public accounting firm is responsible for auditing the consolidated financial statements and expressing an opinion on the financial statements and the effectiveness of internal controls over financial reporting. Our responsibility is to oversee and review the financial reporting process and to review and discuss management's report on internal controls over financial reporting. We are not, however, professionally engaged in the practice of accounting or auditing and do not provide any expert or other special assurance as to such financial statements concerning compliance with laws, regulations or accounting principles generally accepted in the United States or as to the independence of the independent registered public accounting firm. We rely, without independent verification, on the information provided to us and on the representations made by management and the independent registered public accounting firm.

We held eight meetings during 2019. The meetings were designed, among other things, to facilitate and encourage communication among the Audit Committee, management, the Company's internal auditor, and its independent registered public accounting firm, EY.

We discussed with the Company's internal auditor and EY the overall scope and plans for their respective audits. We met with the internal auditor and EY, with and without management present, to discuss the results of their examinations and their evaluations of the Company's internal controls. We reviewed and discussed the Company's compliance with Section 404 of the Sarbanes-Oxley Act of 2002, including consideration of the Public Company Accounting Oversight Board's ("PCAOB") Auditing Standard 2201, An Audit of Internal Control Over Financial Reporting That is Integrated With an Audit of Financial Statements.

We discussed with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management processes.

We reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2019 with management, the internal auditor and EY. We reviewed EY's report on our financial statements, which indicated that the financial statements present fairly, in all material respects, our financial position and results of operations and cash flows in conformity with accounting principles generally accepted in the United States. We reviewed and discussed with management, the internal auditor and EY, management's report on the effectiveness of internal controls over financial reporting and EY's report on internal controls over financial reporting. We also discussed with management and the internal auditor the process used to support certifications by the

Company's CEO and Chief Financial Officer that are required by the SEC and the Sarbanes-Oxley Act of 2002 to accompany the Company's periodic filings with the SEC and the processes used to support management's report on the Company's internal control over financial reporting.

We also discussed with EY all matters required to be discussed by the applicable requirements of the PCAOB and the SEC. In addition, we discussed with EY and management the PCAOB's Auditing Standard 3101, The Auditor's Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion, and EY's process for identifying critical audit matters for the Company.

We also received the written disclosures and the letter from EY required by applicable requirements of the PCAOB regarding the independent auditor's communications with us concerning independence and we discussed with EY the independence of that firm.

When analyzing EY's independence, we considered if the services EY provided to the Company beyond those rendered in connection with its audit of the Company's consolidated financial statements including (i) its audit of the effectiveness of internal controls over financial reporting and (ii) its reviews of the Company's quarterly unaudited consolidated financial statements, and whether such items were compatible with EY maintaining its independence. We concluded that the provision of such services by EY in the past year has not jeopardized EY's independence.

Based on our review and these meetings, discussions and reports, and subject to the limitations on our role and responsibilities referred to above and in the Audit Committee charter, we recommended to the Board that the Company's audited consolidated financial statements for the year ended December 31, 2019 be included in the Company's Annual Report.

The Audit Committee has also selected EY as the Company's independent registered public accounting firm for the year ended December 31, 2020, based on our belief that it is in the best interest of the Company and the shareholders, and will present the selection to the shareholders for ratification at the meeting. In connection with this decision, the Audit Committee assessed the independent auditor's performance. This assessment examined three primary criteria: (1) the independent auditor's qualifications and experience; (2) the communication and interactions with the independent auditor over the course of the year; and (3) the independent auditor's independence, objectivity, and professional skepticism. These criteria were discussed with management during a private session, as well as in executive session.

EY has served as the Company's auditor since 2002. We would also like to note, that commencing with the 2017 audit, a new lead audit partner was appointed. This partner was identified after extensive discussions among management, the Audit Committee members and EY and we provided a report to the Board.

We approve all audit and permissible non-audit services to be provided to the Company by EY prior to commencement of services. We have delegated to the Chairman of the Audit Committee the authority to approve specific services up to specified individual and aggregate fee amounts. Any approval decisions are presented to the full Audit Committee at the next scheduled meeting after such approvals are made.

The Company has incurred the fees set forth below for services provided by EY. The Audit Committee has final approval with respect to the amount of these fees. EY has advised us that it has billed or will bill these indicated amounts for the following categories of services for the years ended December 31, 2019 and 2018, respectively:

We have a long-standing commitment to our shareholders and communities to conduct our business in an environmentally and socially responsible manner. Our corporate sustainability vision is to be recognized as a leader in sustainable development and sustainability operations of retail properties in the United States.

We incorporate sustainable thinking into various areas of our business, from how we plan, develop, and operate our properties, to how we do business with our customers, engage with our communities, and create a productive and positive work environment for our employees. Our sustainability framework focuses on four key areas: Environment; Customers; Communities; and Employees. We have acted on each of these areas by setting specific goals and measuring progress to ensure accountability with respect to our commitments.

We leverage sustainability initiatives to achieve cost efficiencies in our operations. By implementing a range of energy management practices, continuous energy monitoring, and reporting, we have reduced our energy consumption at comparable properties every year since 2003. As a result, excluding new developments, we have reduced the electricity usage over which we have direct control by 373,777 MWh since 2003. This represents a 38% reduction in electricity usage across a portfolio of comparable properties.

During the same time period, Simon reduced greenhouse gas emissions by 45%, eliminating over 260,532 metric tons of carbon dioxide equivalents, including emission streams that have been consistently tracked since 2003 including scope 1, scope 2, and for scope 3 only employee commuting and business travel. Additional emission streams, such as emissions generated from solid waste management, use of refrigerants, and tenant plug-load consumptions, have been included in Simon's sustainability disclosure since 2013 and are reported in Simon's annual sustainability report published in accordance with the guidelines of the Global Reporting Initiatives (GRI), the most widely used international standard for sustainability reporting.

Simon's sustainability performance has been recognized by international organizations. Simon was awarded a Green Star ranking—the designation awarded for leadership in sustainability performance by the Global Real Estate Sustainability Benchmark (GRESB). In 2019, Simon participated in CDP's annual climate change questionnaire and received a B score that represents results that are higher than the North America regional average of C, and higher than our sector average of C.

FOR ADDITIONAL INFORMATION ABOUT THE COMPANY'S SUSTAINABILITY EFFORTS, PLEASE VIEW OUR 2019 SUSTAINABILITY REPORT ON THE COMPANY'S WEBSITE, BY VISITING SUSTAINABILITY.SIMON.COM.

NAME(1)					TOTAL


Glyn F. Aeppel	$	115,000	$	180,042	$	295,042
Larry C. Glasscock	$	147,500	$	212,581	$	360,081
Karen N. Horn, Ph.D.	$	122,500	$	187,551	$	310,051
Allan Hubbard	$	122,500	$	187,551	$	310,051
Reuben S. Leibowitz	$	135,000	$	200,066	$	335,066
Gary M. Rodkin	$	115,000	$	180,042	$	295,042
Stefan M. Selig	$	125,000	$	190,054	$	315,054
Daniel C. Smith, Ph.D.	$	117,500	$	182,545	$	300,045
J. Albert Smith, Jr.	$	135,000	$	200,066	$	335,066
Marta R. Stewart	$	117,500	$	182,545	$	300,045

	SHARES AND UNITS BENEFICIALLY OWNED		UNITS BENEFICIALLY OWNED

NAME	NUMBER(1)(2)(3)	PERCENT(4)	NUMBER	PERCENT(5)

David Simon(6)	28,445,572	8.56%	26,741,548	7.59%
Glyn F. Aeppel	4,243	*	—	—
Larry C. Glasscock	14,661	*	—	—
Karen N. Horn, Ph.D.	22,488	*	—	—
Allan Hubbard	15,132	*	—	—
Reuben S. Leibowitz(7)	37,769	*	—	—
Gary M. Rodkin	5,088	*	—	—
Stefan M. Selig	3,010	*	—	—
Herbert Simon(8)	28,445,572	8.56%	26,741,548	7.59%
Daniel C. Smith, Ph.D.	14,085	*	—	—
J. Albert Smith, Jr.	45,011	*	—	—
Richard S. Sokolov	810,812	*	489,561	*
Marta R. Stewart	2,624	*	—	—
Steven E. Fivel(9)	92,474	*	75,472	*
Brian J. McDade	6,850	*	—	—
John Rulli(10)	234,370	*	200,374	*
Alexander L.W. Snyder	4,905	*	—	—
All Directors and executive officers as a group (19 people)(11)	29,764,907	8.93%	27,506,955	7.81%

	SHARES(1)

NAME AND ADDRESS	NUMBER OF SHARES	%

The Vanguard Group(2) 100 Vanguard Boulevard Malvern, PA 19355	40,549,064	13.27%
BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055	30,624,175	10.02%
Melvin Simon & Associates, Inc., et al.(4) 225 West Washington Street Indianapolis, IN 46204	28,445,572(5)	8.56%(6)
State Street Corporation and Subsidiaries(7) State Street Financial Center One Lincoln Street Boston, MA 02111	20,404,327	6.68%
Capital World Investors(8) 333 South Hope Street Los Angeles, CA 90071	19,711,586	6.45%



		WHAT WE DO

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

				Pay for Performance—LTIP Program. Our LTIP Program is 100% performance-based and is tied to, (i) rigorous relative stock price performance goals, (ii) achievement of a pre-established growth rate on an objective financial metric, and (iii) achievement of certain strategic objective performance goals.

				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 at least an additional one-year period to vest in the LTIP units; however, for certain earned LTIP units there is a two-year vesting period.

				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 beginning in 2012, 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 Annual Grants of Time-Vested Restricted Stock or Options to our NEOs. We do not grant awards that are earned solely based on time of service to our NEOs.

				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.

	OBJECTIVES	KEY FEATURES


Base Salary	• Provide an appropriate level of fixed compensation that will promote executive recruitment and retention.	• Fixed compensation.
Annual Cash Incentive Compensation	• Reward achievement of our annual financial and operating goals based on the Committee's quantitative and qualitative assessment of the executive's contributions to that performance.	• Variable, short-term cash compensation. • Funded upon achievement of threshold FFO level. • Allocated based on objective and subjective evaluation of Company, business unit, and individual performance.
Performance-Based Long-Term Incentives	• Promote the creation of long-term 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 any are earned.	2018 LTIP Plan • Variable, performance-based long-term equity compensation. • Performance Metrics: o Funds From Operations (FFO) (weighted 60%). o TSR vs FTSE NAREIT Equity Retail Index (weighted 40%). • Award is composed of a tranche with a three-year performance period and a tranche with a two-year performance period to provide for an equity earning opportunity each year because no grants were made in 2017. • The amount earned on an award will be determined on December 31, 2020. • Tranche with a three-year performance period has an additional one year of vesting and tranche with a two-year performance period has an additional two years of vesting. • Any amounts earned will vest no later than January 1, 2022. • Maximum amount that may be earned is 150% of the Target award. • Rigorous minimum thresholds to receive any payout. 2019 LTIP Plan • Variable, performance-based long-term equity compensation. • Performance Metrics: o Funds From Operations (FFO) (weighted 50%). o TSR vs FTSE NAREIT Equity Retail Index (weighted 30%). o Objective Strategic Goals (weighted 20%) • Three-year performance period. • The amount earned on an award will be determined on December 31, 2021. • Any amounts earned will vest no later than January 1, 2023. • Maximum amount that may be earned is 150% of the Target award. • Rigorous minimum thresholds to receive any payout.

		PEER COMPANY		COMPANY TYPE


		American Tower Corp. (NYSE:AMT)		Specialized REIT
		Crown Castle International Corp. (NYSE:CCI)		Specialized REIT
		Prologis, Inc. (NYSE:PLD)		Industrial REIT
		Equinix, Inc. (NasdaqGS:EQIX)		Specialized REIT
		Public Storage (NYSE:PSA)		Specialized REIT
		Realty Income Corporation (NYSE:O)		Retail REIT
		Weyerhaeuser Company (NYSE:WY)		Specialized REIT
		CBRE Group, Inc. (NYSE:CBRE)		Real Estate Services
		Regency Centers Corporation (NasdaqGS:REG)		Retail REIT
		Federal Realty Investment Trust (NYSE:FRT)		Retail REIT
		National Retail Properties, Inc. (NYSE:NNN)		Retail REIT
		Jones Lang LaSalle, Inc. (NYSE:JLL)		Real Estate Services
		Kimco Realty Corp. (NYSE:KIM)		Retail REIT
		The Howard Hughes Corp. (NYSE:HHC)		Real Estate Development
		Macerich Company (NYSE:MAC)		Retail REIT
		Realogy Holdings Corp. (NYSE:RLGY)		Real Estate Services
		Simon Property Group		Retail REIT



A summary of the NEOs' 2019 goals and performance along with their 2019 Annual Cash Incentive Compensation payments may be found in the table below. The Committee determined that 2019 FFO performance exceeded the level required to authorize "Target" funding of the Company's 2019 Annual Cash Incentive Compensation program. Notwithstanding this, the Committee, acting on the recommendation of the CEO, elected to fund a lower amount than the amount allocated for such a performance level under the 2019 Annual Cash Incentive program to be fiscally conservative. In addition, because of the impact of the COVID-19 pandemic, Mr. David Simon requested that the Committee pay his approved bonus at such time as the Committee determines, in its sole discretion, that the market conditions in which the Company operates have improved. The Committee has determined that in no event will Mr. Simon's bonus be paid later than March 15, 2021.

NAMED EXECUTIVE OFFICER	2019 KEY INDIVIDUAL GOALS AND PERFORMANCE		2019 ANNUAL CASH INCENTIVE COMPENSATION AWARD		2018 ANNUAL CASH INCENTIVE COMPENSATION AWARD

David Simon	• Dividends paid in 2019 increased by 5.1% compared to 2018.	$	2,850,000	$	3,850,000
	• Leasing spreads per square foot increased by over 14%.
Steven E. Fivel	• Launched SPO.com; transitioned platform and team to Rue Gilt Groupe.	$	900,000	$	900,000
	• Facilitated settlement of dispute with insurance company, securing lower premiums for the Company.
John Rulli	• Exceeded goal of increasing Short Term Revenues by 5%.	$	750,000	$	900,000
	• Implemented new Recruiting, Onboarding and Case Management systems in HR.
Brian J. McDade	• Completed a three year tranche senior notes offering totaling $3.5B; weighted average coupon rate of 2.61%.	$	500,000	$	425,000
	• Retired all, or a portion of senior notes totaling approximately $2.6B; weighted average coupon rate of 3.76%.
Alexander L.W. Snyder	• Completed renewal of the Company's insurance program, below budget.	$	275,000	$	300,000
	• Oversaw legal support for financing transactions including $3.5B unsecured bond issuance and redemption of other unsecured bonds.

PERFORMANCE METRICS:	FFO (60%)		Simon TSR vs. FTSE NAREIT Equity Retail Index TSR (40%)

NAME	TARGET UNITS	EARNED UNITS (97%)	TARGET UNITS	EARNED UNITS (0%)	TOTAL TARGET LTIP UNITS	TOTAL EARNED LTIP UNITS(1)	TOTAL EARNED LTIP UNITS VALUE AT 12/31/2019

David Simon	12,378	12,005	12,236	0	24,614	12,005		$	1,788,265
Steven E. Fivel	3,909	3,791	3,864	0	7,773	3,791		$	564,707
John Rulli	3,909	3,791	3,864	0	7,773	3,791		$	564,707
Brian J. McDade	1,304	1,264	1,288	0	2,592	1,264		$	188,285
Alexander L.W. Snyder	978	948	966	0	1,944	948		$	141,214

POSITION		VALUE AS A MULTIPLE OF BASE SALARY


Chief Executive Officer		6.0x
Executive Officers		3.0x
Certain Executive Vice Presidents		3.0x

NAME (A)	YEAR (B)	SALARY (C)	BONUS(2) (D)		STOCK AWARDS(3) (E)		ALL OTHER COMPENSATION(4) (F)	TOTAL (G)


David Simon	2019	$1,250,000	$2,850,000	(1)	$6,323,236		$16,142	$10,439,378
Chairman, CEO and President	2018	$1,250,000	$3,850,000		$6,321,027		$15,891	$11,436,918
	2017	$1,250,000	$3,500,000		$0		$15,657	$4,765,657

Steven E. Fivel	2019	$634,615	$900,000		$1,664,199		$14,951	$3,213,765
General Counsel and Secretary	2018	$538,462	$900,000		$1,996,114		$14,701	$3,449,277
	2017	$475,000	$750,000		$0		$14,514	$1,239,514

John Rulli	2019	$634,615	$750,000		$1,664,199		$16,890	$3,065,704
President of Malls—Chief Administrative Officer	2018	$536,692	$900,000		$1,996,114		$16,640	$3,449,446
	2017	$463,500	$750,000		$0		$16,404	$1,229,904

Brian J. McDade	2019	$442,308	$500,000		$1,498,761	(5)	$35,147	$2,476,216
Executive Vice President, Chief Financial Officer and Treasurer	2018	$367,692	$425,000		$1,065,371		$27,471	$1,885,534
	2017	—	—		—		—	—

Alexander L.W. Snyder	2019	$442,692	$275,000		$999,381	(6)	$43,060	$1,760,133
Assistant General Counsel and Assistant Secretary	2018	—	—		—		—	—
	2017	—	—		—		—	—

NAME	NUMBER OF TARGET AWARD UNITS FOR 2019 LTIP PROGRAM	GRANT DATE TARGET FAIR VALUE OF 2019 LTIP PROGRAM


David Simon	41,609	$6,323,236
Steven E. Fivel	10,951	$1,664,199
John Rulli	10,951	$1,664,199
Brian J. McDade	6,572	$998,761
Alexander L.W. Snyder	3,286	$499,381

NAME	EMPLOYEE LIFE INSURANCE PREMIUMS	401(K) CONTRIBUTION	RESTRICTED STOCK DIVIDENDS


David Simon	$2,142	$14,000	$0
Steven E. Fivel	$951	$14,000	$0
John Rulli	$2,890	$14,000	$0
Brian J. McDade	$951	$14,000	$20,196
Alexander L.W. Snyder	$951	$14,000	$28,109

					ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS

					ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS						GRANT DATE FAIR VALUE OF TARGET STOCK AND OPTION AWARDS(3) ($) (L)
NAME (A)	GRANT DATE(1) (B)		TYPE OF AWARD		THRESHOLD NUMBER OF UNITS (F)		TARGET NUMBER OF UNITS(2) (G)		MAXIMUM NUMBER OF UNITS (H)

David Simon		5/8/19		LTIP Units		20,805		41,609		62,412		$6,323,236
Steven E. Fivel		5/8/19		LTIP Units		5,476		10,951		16,425		$1,664,199
John Rulli		5/8/19		LTIP Units		5,476		10,951		16,425		$1,664,199
Brian J. McDade		5/8/19		LTIP Units		3,286		6,572		9,855		$998,761
		5/8/19		Restricted Stock(4)		—		—		—		$500,000
Alexander L.W. Snyder		5/8/19		LTIP Units		1,644		3,286		4,928		$499,381
		5/8/19		Restricted Stock(5)		—		—		—		$500,000

	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 THRESHOLD(3) (I)	EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ASSUMING PERFORMANCE AT THRESHOLD(4) (J)

David Simon	12,005		$	1,785,264	33,111		$	4,923,937
Steven E. Fivel	3,791		$	563,760	9,362		$	1,392,223
John Rulli	3,791		$	563,760	9,362		$	1,392,223
Brian J. McDade	3,986		$	593,439	4,581		$	681,241
	—		$	231,250	—		$	—
Alexander L.W. Snyder	4,771		$	710,451	2,615		$	388,877
	—		$	231,250	—		$	—

	TYPE OF AWARD	NUMBER OF SHARES OR UNITS


David Simon	Tranche A 2018 LTIP Units	12,005

Steven E. Fivel	Tranche A 2018 LTIP Units	3,791

John Rulli	Tranche A 2018 LTIP Units	3,791

Brian J. McDade	Tranche A 2018 LTIP Units	1,264
	Restricted Stock (2017 Grant)	247
	Restricted Stock (2018 Grant)	433
	Restricted Stock (2019 Grant)	2,042

Alexander L.W. Snyder	Tranche A 2018 LTIP units	948
	Restricted Stock (2017 Grant)	297
	Restricted Stock (2018 Grant)	974
	Restricted Stock (2019 Grant)	2,552

	TYPE OF AWARD	THRESHOLD NUMBER OF SHARES OR UNITS


David Simon	Tranche B 2018 LTIP Units	12,306
	2019 LTIP Units	20,805

Steven E. Fivel	Tranche B 2018 LTIP Units	3,886
	2019 LTIP Units	5,476

John Rulli	Tranche B 2018 LTIP Units	3,886
	2019 LTIP Units	5,476

Brian J. McDade	Tranche B 2018 LTIP Units	1,295
	2019 LTIP Units	3,286

Alexander L.W. Snyder	Tranche B 2018 LTIP Units	971
	2019 LTIP Units	1,644

	STOCK AWARDS(2)

NAME (A)	NUMBER OF SHARES ACQUIRED ON VESTING (D)			VALUE REALIZED ON VESTING (E)

David Simon(3)		0			$	0
Steven E. Fivel		0			$	0
John Rulli		0			$	0
Brian J. McDade		465	(4)		$	84,728	(5)
Alexander L.W. Snyder		785	(6)		$	143,035	(7)

NAME (A)


David Simon	$	0	$	0	$	(243,397)	$	2,101,453	$	1,858,057
Steven E. Fivel	$	0	$	0	$	0	$	0	$	0
John Rulli	$	0	$	0	$	417,665	$	1,613,343	$	4,832,645
Brian J. McDade	$	0	$	0	$	0	$	0	$	0
Alexander L.W. Snyder	$	0	$	0	$	3,418	$	0	$	16,394

					DEATH OR DISABILITY


David Simon(1)
Severance Payment(2)	$	0	$	384,615	$	0	$	0	$	384,615
Restricted Stock	$	0	$	0	$	0	$	0	$	0
Annual LTIP(3)	$	0	$	0	$	6,288,054	$	11,633,137	$	11,633,137
2019 Annual Cash Incentive Compensation(4)	$	0	$	0	$	2,850,000	$	0	$	2,850,000

TOTAL	$	0	$	384,615	$	9,138,054	$	11,633,137	$	14,867,752

Steven E. Fivel
Severance Payment(2)	$	0	$	100,000	$	0	$	0	$	100,000
Restricted Stock	$	0	$	0	$	0	$	0	$	0
Annual LTIP(3)	$	0	$	0	$	1,877,315	$	3,348,057	$	3,348,057
2019 Annual Cash Incentive Compensation(4)	$	0	$	0	$	900,000	$	0	$	900,000

TOTAL	$	0	$	100,000	$	2,777,315	$	3,348,057	$	4,348,057

John Rulli
Severance Payment(2)	$	0	$	200,000	$	0	$	0	$	200,000
Restricted Stock	$	0	$	0	$	0	$	0	$	0
Annual LTIP(3)	$	0	$	0	$	1,877,315	$	3,348,057	$	3,348,057
2019 Annual Cash Incentive Compensation(4)	$	0	$	0	$	750,000	$	0	$	750,000

TOTAL	$	0	$	200,000	$	2,627,315	$	3,348,057	$	4,298,057

Brian J. McDade
Severance Payment(2)	$	0	$	129,808	$	0	$	0	$	129,808
Restricted Stock(5)	$	0	$	0	$	636,719	$	636,719	$	636,719
Annual LTIP(3)	$	0	$	0	$	770,764	$	1,550,550	$	1,550,550
2019 Annual Cash Incentive Compensation(4)	$	0	$	0	$	500,000	$	0	$	500,000

TOTAL	$	0	$	129,808	$	1,907,483	$	2,187,269	$	2,817,077

Alexander L. W. Snyder
Severance Payment(2)	$	0	$	25,673	$	0	$	0	$	25,673
Restricted Stock(5)	$	0	$	0	$	800,724	$	800,724	$	800,724
Annual LTIP(3)	$	0	$	0	$	496,691	$	918,582	$	918,582
2019 Annual Cash Incentive Compensation(4)	$	0	$	0	$	275,000	$	0	$	275,000

TOTAL	$	0	$	25,673	$	1,572,415	$	1,719,306	$	2,019,979

PLAN CATEGORY


Equity compensation plans approved by security holders(1)	0	(2)	$	0	7,780,859	(3)
Equity compensation plans not approved by security holders	0		$	0	0

TOTAL	0		$	0	7,780,859	(3)


		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 2020.

	2019		2018


Audit Fees(1)	$	4,230,000	$	3,941,000
Audit-Related Fees(2)	$	4,835,000	$	5,024,000
Tax Fees(3)	$	266,000	$	191,000
All Other Fees	$	0	$	0


		The Audit Committee: J. Albert Smith, Jr., Chairman Larry C. Glasscock Reuben S. Leibowitz Stefan M. Selig Marta R. Stewart




PROPOSAL NUMBER	SUBJECT	VOTE REQUIRED	IMPACT OF ABSTENTIONS AND BROKER NON-VOTES, IF ANY

1	Elect the ten (10) 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 2020	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.


Date and Time:		May 12, 2020 at 8:30 a.m. EDT
Location:		Simon Property Group Headquarters 225 W. Washington Street Indianapolis, Indiana 46204
Record Date:		March 16, 2020