SIMON PROPERTY GROUP INC DE

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

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.

2023 business highlights

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

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.

BOARD REFRESHMENT AND composition

Independent Director Tenure