SIMON PROPERTY GROUP INC DE
For the period ended May 14, 2025. Filed Apr 1, 2025.
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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 14, 2025 · Filed Apr 1, 2025
Contents
Proxy Summary
This Proxy Statement and accompanying proxy card are being made available to shareholders on or about April 1, 2025, 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 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) to be held at the corporate headquarters of the Company located at 225 W. Washington Street, Indianapolis, Indiana 46204 on May 14, 2025, 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 2024 Annual Report to Shareholders (which includes our Form 10-K for the fiscal year ended December 31, 2024) (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, 2025, 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 2025 Annual Meeting
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| PROPOSAL | BOARD RECOMMENDATION | |
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| Proposal 1Elect the ten (10) independent director nominees named in this Proxy Statement | | Vote “FOR” Each of the Directors |
| Proposal 2Advisory vote to approve the compensation of our Named Executive Officers | | Vote “FOR” thisProposal |
| Proposal 3Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025 | | Vote “FOR” thisProposal |
| Proposal 4Approval of the Redomestication of the Company to the State of its headquarters, Indiana, by Conversion | | Vote “FOR” thisProposal |
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| | 2025 PROXY STATEMENT | SIMON PROPERTY GROUP 1 |
2024 Financial and Business Highlights
| ●common shareholders increased by 3.9% to $2.368 billion, or $7.26 per diluted share. ●.●●net operating income (“NOI”), which includes NOI from international properties at constant currency, increased 4.6% compared to the prior year.●118]. | |
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| This summary provides highlights of select Company financial and performance information. For more complete information regarding the Company’s 2024 performance, you should review the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025, and Current Report on Form 8-K furnished to the SEC on February 4, 2025.Simon Property Group had a very successful and productive year in 2024. ●Net Income attributable to common shareholders increased by 3.9% to $2.368 billion, or $7.26 per diluted share as compared to $2.280 billion, or $6.98 per diluted share, in 2023. ●Consolidated Net Income increased 4.3% to $2.729 billion.●Generated funds from operations (“FFO”) of $4.877 billion or $12.99 per diluted share, and real estate FFO of $4.597 billion or $12.24 per diluted share.●Portfolio net operating income (“NOI”), which includes NOI from international properties at constant currency, increased 4.6% compared to the prior year.●Common stock cash dividends of $8.10 per share paid in 2024, an 8.7% increase over the amount in 2023, returning over $3 billion to shareholders in cash dividends.Please 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 page122. | |
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| FFO PER DILUTED SHARE | DIVIDENDS PER SHARE | CONSOLIDATED REVENUE | ||
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| 2 2025 PROXY STATEMENT | SIMON PROPERTY GROUP | |
2024 Financial and Business Highlights
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| 26.9% | | $3B | | 5,500 Leases | | $58.26/sq. ft. |
| 2024 Total Shareholder Return | | Returned toshareholders in cashdividends | | Were signed for more than 21M sq. ft. | | U.S. Malls and Premium Outlets base minimum rent +2.5% |
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| $739/sq. ft. | | 96.5% | | $11B | | 17 |
| In average Retailer Salesfor U.S. Malls and PremiumOutlets | | Occupancy+70 basis points for U.S. Mallsand Premium Outlets | | Capital raised in 2024 forthe Company, via capitalmarkets, secured andunsecured financing activity | | New Development andRedevelopment projectsdelivered |
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| | 2025 PROXY STATEMENT | SIMON PROPERTY GROUP 3 |
Board Shareholder Engagement
| DIRECT ENGAGEMENT BY INDEPENDENT MEMBERS OF BOARD – | | |
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| | ●Leading up to our 2024 Annual Meeting, independent members of the Board engaged with twenty-one separate shareholders representing approximately 52% of our common shares outstanding as well as with other key stakeholders. ●Following the meeting, through the remainder of 2024 and into 2025, we reached out to twenty-five of our largest shareholders, offering to discuss the Company’s 2024 Annual Meeting results, governance and executive compensation matters and other topics of the shareholders’ choosing. This resulted in direct engagement with eight of our largest shareholders, representing more than 30% of our common shares outstanding by independent members of our Board or members of management.●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. | |
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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 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.●Specifically, the engagement with shareholders by our independent members of the Board directly informed the work undertaken by independent members of the Board in designing and implementing the Amended and Restated Other Platform Investment Incentive Program (the “A&R OPI Program”) in response to shareholder feedback leading up to the 2023 Annual Meeting. See—A&R OPI Program – 2024 OPI Awards” on page 54 for details of our A&R OPI Program. | |
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Shareholder Engagements in 2024
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| ANNUAL OUTREACH | ENGAGEMENT | ENGAGEMENT SUCCESS RATIO | ||||
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| 4 2025 PROXY STATEMENT | SIMON PROPERTY GROUP | |
Comprehensive Engagement Program
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| Board Activity | | | | Shareholder Input | | | Year-Round Engagement |
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| ●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 2024 Annual Meeting. |
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●100% of Directors elected by vote of common shares are independent and 77% of our Board is independent.●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. | | | Director Composition and Evaluation Process●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 Lead Independent Director.●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 9.2 years in 2025. | |
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| | Board Leadership●Views active, objective, independent oversight of management as central to effective Board governance.●Lead Independent Director role with significant authority and responsibilities.●The Lead Independent Director is joined by independent directors with broad-based experience, and a Chair who, as CEO, serves as the primary voice to articulate the Company’s long-term objectives and strategic performance. | | | Strong Shareholder Protections●All Directors are required to stand for election annually. ●No shareholder rights plan. ●Independent Director approval required for material actions and transactions involving the Simon Family Group. | |
| | Board Oversight●Our Independent directors meet privately in executive session on a regular basis without our Chair and CEO or other members of management present, meeting 5 times in 2024.●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:oCybersecurityoEnterprise risk managementoStrategyoSuccession planning | | | Risk Governance●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. | |
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| | 2025 PROXY STATEMENT | SIMON PROPERTY GROUP 5 |
BOARD REFRESHMENT AND COMPOSITION
Independent Director Nominee Tenure
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| | 0-7 Years | | | 8-12 Years | | | 12+ Years | |
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| 77% | | 40% |
| of our Board isindependent | | of nominated independent directorshave joined in theprevious 7 years |
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| 8.5 years | | 60% |
| is the median tenure of nominatedindependent directors | | of nominated independent directorsserved less than 10 years |
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| 6 2025 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.