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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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):

​

​

​

​

​

Table of Contents

​

​

​

​

Table of Contents

​

​

​

Table of Contents

​

Dear Fellow Shareholders,

Please join me and the Board of Directors at our 2024 Annual Meeting of Shareholders on May 8, 2024, at 8:30 a.m. Eastern Daylight Time at our headquarters in Indianapolis, Indiana. The business to be conducted at the meeting is explained in the attached Notice of Annual Meeting and Proxy Statement.

We are pleased to furnish proxy materials to our shareholders over the Internet. We believe that this e-proxy process expedites shareholders’ receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our 2024 Annual Meeting.

I am very pleased with our 2023 results and how we have positioned Simon Property Group for future prosperity. We celebrated 30 years as a public company in December 2023 and over the last 30 years, we have grown into a global leader of premier shopping, dining, entertainment and mixed-use destinations, managing through, in some cases, turbulent times. I am proud of the growth, financial performance and operating successes of the last 30 years and look forward to the bright future of this Company.

Whether or not you plan to attend the 2024 Annual Meeting in person, 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. Our 2023 Annual Report to Shareholders accompanies, but is not part of, or incorporated into, this Proxy Statement.

Sincerely,

​

David Simon
Chairman of the Board,
Chief Executive Officer and President
March 27, 2024

​

​

​

Table of Contents

​

Notice of 2024 Annual Meeting of Shareholders

Dear Fellow Shareholders:

I invite you to attend the 2024 Annual Meeting of Shareholders of Simon Property Group at 8:30 a.m. Eastern Daylight Time on Wednesday, May 8, 2024. Our Annual Meeting will be held at Simon Property Group Headquarters, 225 W. Washington St., Indianapolis, IN 46204.

Items of Business. The following items of business will be conducted at our 2024 Annual Meeting of Shareholders:

​

When: Wednesday, May 8, 2024 at 8:30 a.m. Eastern Daylight Time

Where: Simon Property Group Headquarters, 225 W. Washington St., Indianapolis, IN 46204

Record Date: Shareholders of record at the close of business on March 11, 2024 are entitled to vote.

​

​

​

​

​

​

​

​

​

Table of Contents

​

Table of Contents

​

​

​

​

​

​

Table of Contents

​

Proxy Summary

This Proxy Statement and accompanying proxy card are being made available to shareholders on or about March 27, 2024, in connection with the solicitation by the Board of Directors (the “Board”) of Simon Property Group, Inc. (“Simon Property Group”, “Simon”, “SPG”, “we”, “us”, “our” or the “Company”) of proxies to be voted at the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) to be held at the corporate headquarters of the Company located at 225 W. Washington Street, Indianapolis, Indiana 46204 on May 8, 2024, at 8:30 a.m. Eastern Daylight Time. As required by rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), the Company is making this Proxy Statement and its 2023 Annual Report to Shareholders (which includes our Form 10-K for the fiscal year ended December 31, 2023) (the “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 March 27, 2024, the Company will begin mailing the Notice of Internet Availability of Proxy Materials (the “Notice”) to shareholders which will contain instructions on how to access this Proxy Statement and the Annual Report via the Internet, how to vote online, by QR code, or by telephone, and how to receive paper copies of the documents and a proxy card.

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.

Proposals Submitted for Your Vote at the 2024 Annual Meeting

Table of Contents

PROXY SUMMARY

​

2023 financial highlights

This summary provides highlights of select Company financial and performance information. For more complete information regarding the Company’s 2023 performance, you should review the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024, and Current Report on Form 8-K furnished to the SEC on February 5, 2024.

Simon Property Group had a very successful and productive year in 2023. We executed over 18 million square feet of leases, delivered 14 significant new development and redevelopment projects and completed several major financing transactions that reinforced the Company’s industry leading balance sheet. Consolidated revenues increased approximately 7%, to $5.66 billion. Net income attributable to shareholders and Consolidated Net Income each increased by 6.7% to $2.280 billion, or $6.98 per share, and to $2.617 billion, respectively.

​

Table of Contents

PROXY SUMMARY

2023 business highlights

​

​

​

​

​

Table of Contents

PROXY SUMMARY

Board Shareholder Engagement

We interact with our shareholders in a variety of ways. Our Investor Relations team regularly meets with investors, prospective investors and investment analysts. These meetings often include participation by our CEO, Chief Financial Officer or other senior members of management and reports of such meetings are regularly summarized and shared with the Board. In addition to the Investor Relations meetings, the independent members of our Board also engage with our shareholders and other stakeholders. Throughout 2023 and into 2024, independent members of the Board engaged directly with 21 separate shareholders representing approximately 52% of our common shares outstanding as well as with other key stakeholders, providing direct updates about our Board and our Company. In addition, as more particularly described in “Compensation Discussion and Analysis” on page 40, independent members of our Board met with shareholders and other stakeholders to solicit their input on important corporate goverance, executive compensation and sustainability matters. This ongoing exchange informs our Board’s meeting agendas and contributes to governance and disclosure enhancements that help us address the issues our shareholders and key stakeholders tell us matter most to them.

This Board engagement process is an important part of how we drive progress on our corporate governance objectives and our compensation, human capital and other sustainability initiatives. Importantly, this engagement process assists us in achieving our strategic objectives of creating long-term value, maintaining our culture of compliance and contributing to the continued growth and performance of the Company.

Board Shareholder Engagements in 2023

​

Comprehensive Engagement Program

​

Table of Contents

PROXY SUMMARY

Corporate Governance Highlights

Simon’s Board is committed to good corporate governance that promotes the long-term interests of shareholders, including oversight of management’s identification, assessment and mitigation of enterprise risks to which the Company is susceptible.

We believe that our Board membership is both balanced and diverse in experience, qualifications, skills, professional background, perspectives, and expertise and that the range of tenures of our directors creates a synergy between institutional knowledge and new perspectives.

​

​

Table of Contents

PROXY SUMMARY

BOARD REFRESHMENT AND composition

Independent Director Tenure

​

​

​

​

​

Table of Contents

​

Corporate Governance

Board Leadership

Lead Independent Director Duties and Responsibilities

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

​

​

Table of Contents

CORPORATE GOVERNANCE

​

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 2023 Annual Meeting. During 2023, the Board met five times, including four in-person meetings and one video conference meeting.

All of our directors participated in the aggregate number of meetings of the Board and the committees on which they served in 2023.

During 2023, the independent directors met in executive session without management present in connection with each regularly scheduled Board meeting, in person for four meetings and once by video conference. 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 “Board Leadership” in the “Corporate Governance” section of this Proxy Statement on page 7.

2023 Committee Meeting Attendance

​

​

Table of Contents

CORPORATE GOVERNANCE

The Board Believes that its Members Should:

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 the professional skills and experiences set forth in the matrix below are important, and when carrying out its board refreshment strategy looks for independent director candidates who have skills and experience that complement those of the existing directors.

Director Characteristics, Skills and Experience Matrix

.

Table of Contents

CORPORATE GOVERNANCE

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 G&N Committee reviews our Governance Principles, which are available at governanceprinciples.simon.com, and recommends to the Board any suggested modifications. Also, the Audit Committee obtains reports from management and the leader of the Company’s Audit Services function confirming 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 W. 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.

Table of Contents

CORPORATE GOVERNANCE

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. The Board has affirmatively determined that each person nominated by the Board for election as a director by the holders of voting shares of the Company’s common stock and listed in this Proxy Statement meets these standards and is independent.

Eleven (11) of our director nominees are independent under the requirements of the NYSE. All of the members of the Audit Committee, G&N Committee and Compensation and Human Capital Committee (the “Compensation Committee”) are independent directors under the listing requirements and rules of the NYSE and other applicable laws, rules, and regulations.

Karen N. Horn, Ph.D. and J. Albert Smith, Jr., each of whom retired effective May 4, 2023, were independent under the requirements of the NYSE. Mr. David Simon, Mr. Richard S. Sokolov and Mr. Herbert Simon, our Class B directors, are our employees and are not independent directors.

The Board’s Role in Oversight of Risk Management

Board of Directors’ Responsibilities

Audit Committee Responsibilities

Table of Contents

CORPORATE GOVERNANCE

Compensation and Human Capital Committee Responsibilities

Governance and Nominating Committee

Management Responsibilities

Majority Vote Standard for Election of Directors in Uncontested Elections

Our Amended and Restated By-Laws (the “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, provided a quorum is present. Any incumbent 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 G&N Committee will promptly consider the tendered resignation and recommend to the Board whether to accept or reject it or take a different action. Both the G&N 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 G&N 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.

Table of Contents

CORPORATE GOVERNANCE

Nominations for Directors

The G&N 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 W. Washington Street, Indianapolis, Indiana 46204, who will forward it to the G&N 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, the addresses and telephone numbers for contacting the shareholder and the candidate for more information and the other information required by Section 1.10 of our By-Laws. 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 G&N Committee as a nominee or utilize the proxy access process described below 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.

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. Interested parties can send any such communication to Simon Property Group, Inc., Board of Directors, c/o Secretary, 225 W. Washington Street, Indianapolis, Indiana 46204. The Board has instructed our Secretary to promptly forward all such communications to the specified addressees thereof.

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 (the “Charter”) requires that at least a majority of our directors be neither our employees nor members or affiliates of members of the Simon family. Our Charter 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 eleven independent directors serving on the Board.

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

Table of Contents

CORPORATE GOVERNANCE

Transactions with the Simons

Shopping Center Management and MSA Operations

Since 1993 we have managed 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 $3,866,930 in 2023 pursuant to management agreements that provide for our receipt of a management fee and reimbursement of our direct and indirect costs.

We provide office space and support services to Melvin Simon & Associates, Inc. (“MSA”), a related party, for which we received a fee of $850,000 in 2023. 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. Please see footnote 4 to the Principal Shareholders Table on page 34 of this Proxy Statement for additional information on MSA.

Aircraft Reimbursement and Payments

DS Aviation, LLC (“DS Aviation”), an entity which is beneficially owned by Mr. David Simon, owns an aircraft (the “DS Aircraft”) which was used in 2023, in part, by the Company, for business purposes, pursuant to a lease agreement. The total amount paid for 2023 to DS Aviation was $4,710,307 under the lease.

In addition, Simon Hangar, LLC (“Hangar”), an entity which is beneficially owned by Mr. Herbert Simon, received $73,000 relating to the Company’s business use of the DS Aircraft, pursuant to a management services agreement. The Company also reimbursed DS Aviation $41,380 for the temporary use of Mr. Herbert Simon’s aircraft for business purposes. The foregoing amounts charged to or reimbursed by the Company are less than the total actual cost per hour of operating the aircraft and are substantially less than the cost of chartering equivalent aircraft from unrelated third parties, based on a 2023 review and study of third-party market providers of such services and a review of actual costs incurred.

HS Arrow, LLC (“HS Arrow”), an entity beneficially owned by Mr. Herbert Simon, owns an aircraft (the “HS Aircraft”) which was used, in part, for Company related business in 2023. The Company reimbursed Mr. Herbert Simon a fixed annual amount of $250,000 for the Company’s business use of the HS Aircraft in 2023 pursuant to a reimbursement agreement. Such reimbursement includes all costs, fees, charges and expenses incurred by HS Arrow with respect to the Company use of the aircraft by Mr. Herbert Simon.

These agreements were unanimously approved by the Board of Directors upon recommendation of the Company’s General Counsel and the Audit Committee of the Board of Directors.

Terms of Employment of Mr. Eli Simon

Mr. Eli Simon is Senior Vice President of Corporate Investments and the son of Mr. David Simon. In 2023, the Company paid Mr. Eli Simon a base salary of $500,000 and a bonus of $600,000 under the Company’s Annual Incentive Compensation Plan. In March 2023, the Company also awarded Mr. Eli Simon participation in the 2023 Corporate Incentive Compensation Plan (“ICP”), which has a maximum opportunity of $500,000. Additionally, he was awarded an opportunity to participate in a 3-year Senior Executive Long Term Incentive Program for the 2023-2025 performance period. Mr. Eli Simon’s participation in the program has a target opportunity of $1,500,000. Mr. Eli Simon’s award consists of a 25% ($375,000) time-based component awarded as restricted stock units that will vest and settle as shares of the Company’s common stock on March 1, 2026, subject to his continued employment with the Company. The remaining 75% ($1,125,000) component is an award of performance-based LTIP units that may be earned during the 3-year performance period ending on December 31, 2025. Any performance-based LTIP units that are earned will vest on January 1, 2027, subject to his continued employment with the Company.

The foregoing employment arrangements have been reviewed and approved by the Compensation Committee and the independent directors of the Board of Directors.

Table of Contents

CORPORATE GOVERNANCE

Committee Function and Membership

Audit Committee

Table of Contents

CORPORATE GOVERNANCE

Compensation and Human Capital Committee

​

Table of Contents

CORPORATE GOVERNANCE

Governance and Nominating Committee

​

​

​

Table of Contents

CORPORATE GOVERNANCE

Director Compensation

The Board believes that competitive compensation arrangements are necessary to attract and retain qualified independent directors. Compensation applicable to service on the Board by our non-employee directors for 2023 is listed below.

Committee chairpersons, committee members and our Lead Independent Director are entitled to the following additional retainers, paid 50% in cash and 50% in unvested restricted stock: