SIMON PROPERTY GROUP INC.
For the period ended May 13, 2026. Filed Apr 1, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 13, 2026 · Filed Apr 1, 2026
Contents
Proxy Summary
This Proxy Statement and accompanying proxy card are being made available to shareholders on or about April 1, 2026, 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 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) to be held virtually via live audio webcast accessible at www.virtualshareholdermeeting.com/SPG2026 on May 13, 2026, 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 2025 Annual Report to Shareholders (which includes our Form 10-K for the fiscal year ended December 31, 2025) (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 April 1, 2026, 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 2026 Annual Meeting
| PROPOSALS | | BUSINESS OF THE MEETING | | BOARD RECOMMENDATIONS |
|---|---|---|---|---|
| | Elect the eleven (11) independent director nominees named in this Proxy Statement | | Vote “FOR” each of the Directors | |
| | Advisory vote to approve the compensation of our Named Executive Officers | | Vote “FOR” this Proposal | |
| | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 | | Vote “FOR” this Proposal |
| SIMON PROPERTY GROUP | 2026 Proxy Statement 1 |
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2025 Financial and Business Highlights
This summary provides highlights of select Company financial and performance information. For more complete information regarding the Company’s 2025 performance, you should review the Company’s Annual Report on Form 10- K for the year ended December 31, 2025, filed with the SEC on February 25, 2026, and Current Report on Form 8-K furnished to the SEC on February 2, 2026.
Simon Property Group had a very successful and productive year in 2025. Net Income attributable to common shareholders was $4.624 billion or $14.17 per diluted share, as compared to $2.368 billion or $7.26 per diluted share in 2024. Consolidated Net Income was $5.364 billion. Net income for 2025 includes a non-cash gain of $2.89 billion primarily related to our acquisition of the remaining interest in Taubman Realty Group, resulting from the remeasurement of our previously held equity interest to fair value.
| Generated funds from operations (“FFO”) of $4.663 billion or $12.34 per diluted share, and real estate FFO of $4.812 billion or $12.73 per diluted share. | | | Common stock cash dividends of $8.55 per share paid in 2025, a 5.6% increase over the amount in 2024, returning over $3.2 billion to shareholders in cash dividends. |
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| REAL ESTATE FFO PER DILUTED SHARE | DIVIDENDS PER SHARE | ||
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| Portfolio net operating income (“NOI”), which includes NOI from international properties at constant currency, increased 4.7% compared to the prior year. | NET OPERATINGINCOME (NOI)INCREASED4.7% | CONSOLIDATED REVENUE(in Billions) | |
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| Please see “Where Do I Find Reconciliation ofNon-GAAP Terms to GAAP Terms?” in the section of this Proxy Statement titled “Frequently Asked Questions and Answers” on page 94. | | | |
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| 2 2026 Proxy Statement | SIMON PROPERTY GROUP |
2025 Financial and Business Highlights
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| 13.0% | | $3.5 Billion | | 4,600 Leases | | $60.97/sq.ft. |
| Total ShareholderReturn in 2025 | | Return to shareholdersin cash dividends andshare buybacks | | Were signed for morethan 17M sq.ft. | | U.S. Malls and PremiumOutlets base minimumrent +4.7% |
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| $799/sq.ft. | | 96.4% Occupancy | | $9 Billion | | 23 |
| In average Retailer Salesfor U.S. Malls andPremium Outlets | | For U.S. Malls andPremium Outlets | | In approximate capital raised in 2025 for the Company, via capital markets, secured and unsecured financing activity | | New Development and Redevelopment projects delivered |
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| SIMON PROPERTY GROUP | 2026 Proxy Statement 3 |
Board Shareholder Engagement
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| DIRECT ENGAGEMENT BY INDEPENDENT MEMBERS OF BOARD AND MANAGEMENT | | |
|---|---|---|
| ●Leading up to our 2025 Annual Meeting, we were in contact with shareholders representing approximately 68.0% of our common shares outstanding, shareholders representing 43.7% of our common shares outstanding chose to engage, and independent members of the Board engaged with shareholders representing 32.7% of our common shares outstanding.●Following the meeting, through the remainder of 2025 and into 2026, we reached out to shareholders representing 62.0% of our common shares outstanding, offering to discuss the Company’s 2025 Annual Meeting results, governance and executive compensation matters, and other topics of the shareholders’ choosing. This resulted in direct engagement with shareholders representing 25.3% of our common shares outstanding, with independent members of our Board engaging with shareholders representing 20.4% of our common shares outstanding.●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. | ||
Shareholder Engagements Between 2025 and 2026 Annual Meetings
| OUTREACH | | ENGAGEMENT | | TOTAL INDEPENDENTDIRECTOR ENGAGEMENT |
|---|---|---|---|---|
| 62.0%of common shares outstanding | | 25.3%of common shares outstanding | | 20.4%of common sharesoutstanding |
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| IMPORTANCE OF BOARD ENGAGEMENT | | |
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| ●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 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.●The outreach to our largest shareholders following our 2025 Annual Meeting was informative and the feedback consistently indicated that negative shareholder voting reflected concerns with the relative magnitude of certain awards arising from transactions in non-real estate investments under the A&R OPI Program (as defined below), rather than opposition to the structure of our long-term incentive program designs themselves. No awards were granted under the A&R OPI Program in 2025. See "2025 Shareholder Engagement, Feedback and Response” below for a more detailed discussion. | ||
Comprehensive Engagement Program
| BOARD ACTIVITY | | SHAREHOLDER INPUT | | YEAR-ROUND ENGAGEMENT |
|---|---|---|---|---|
| ●Our Board assesses and monitors investor sentiment, shareholder voting results and trends in governance, executive compensation, human capital management, regulatory, sustainability and other matters. | | ●The Board’s ongoing process of continually working to enhance governance and other practices is informed by Shareholder input and feedback.●Senior management and the Board review shareholder input to identify consistent themes and evaluate any issues or concerns. | | ●Members of the Board participated in a series of meetings with shareholders of the Company leading up to and following our 2025 Annual Meeting. |
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| 4 2026 Proxy Statement | SIMON PROPERTY GROUP |
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 broad 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.
| DIRECTOR INDEPENDENCE AND COMPLIANCE | | | DIRECTOR COMPOSITION, TRAINING AND EVALUATION PROCESS | |
|---|---|---|---|---|
| ●100% of Directors elected by vote of common shares are independent and 85% of our Board is independent.●All standing Board committees are composed entirely of independent directors and each is chaired by an independent director.●No hedging or pledging of our securities.●Each Director attended at least 75% of applicable Board and Board committee meetings.●All Directors are in compliance with our stock ownership guidelines.●No related party transactions involving any independent directors. | | ●Our mix of Director tenure, skills and background provides a balance of experience and institutional knowledge with fresh perspectives.●Our average independent Director tenure has been reduced from 11.4 years in 2021 to 9.3 years in 2026.●Tailored new‑Director orientation program to accelerate readiness for Board and committee service.●Director education on current and ongoing educational offerings.●Annual Board evaluation process involving Board and Board committee performance assessments; overseen by the Chair of our Governance and Nominating Committee (“G&N Committee”) and our Non-Executive Chairman. | ||
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| BOARD LEADERSHIP | | | STRONG SHAREHOLDER PROTECTIONS | |
| ●Views active, objective, independent oversight of management as central to effective Board governance.●Independent Non-Executive Chairman and separate Chief Executive Officer ("CEO") following the passing of Mr. David Simon on March 22, 2026.●The Non-Executive Chairman is joined by other independent directors with broad-based experience. | | ●All Directors are required to stand for election annually.●Majority voting in uncontested Director elections with a Director resignation policy for any incumbent who does not receive a majority of votes cast●No shareholder rights plan.●Independent Director approval required for material actions and transactions involving the Simon Family Group. | ||
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| BOARD OVERSIGHT | | | RISK GOVERNANCE | |
| ●Our independent Directors meet privately in executive session on a regular basis without our CEO or other members of management present, meeting in four (4) such sessions in 2025.●Our Board formally reviews CEO and senior management succession at least annually and assesses candidates during Board and committee meetings and in less formal settings.●Board and Board committees charged with oversight of: | | ●Financial governance: Evidenced by A/A3 credit ratings by S&P/Moody’s.●Operational governance: Annual enterprise level risk analyses with Board; rigorous investment and financial approval committee processes; field and property team-level management.●Employee governance: Extensive employee learning and development platform requiring ethics, cybersecurity and other training. | ||
| oCybersecurity & AIoEnterprise risk management | oStrategyoSuccession planning | | | |
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| SIMON PROPERTY GROUP | 2026 Proxy Statement 5 |
Board Refreshment and Composition
Independent Director Nominee Tenure
| · · | ||||||
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| 85% | | 45% | | 9 years | | 64% |
| of our Board isIndependent | | of nominated independent directors have joined in the previous 8 years | | is the median tenure of nominated independent directors | | of nominated independent directors served 10 years or less |
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| 6 2026 Proxy Statement | SIMON PROPERTY GROUP |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.