DEF 14A 1 tm221339-1_def14a.htm DEF 14A tm221339-1_def14a - none - 12.8906627s
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:

Preliminary Proxy Statement

Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §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):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Simon Property Group, Inc.
Notice of Annual Meeting of
Shareholders and Proxy Statement
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Wednesday, May 11, 2022
8:30 a.m. Eastern Daylight Time
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The meeting will be held in a virtual format through a live audio webcast.
See page 3 for additional information
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About Us
Simon is a real estate investment trust engaged in the ownership of premier shopping, dining, entertainment and mixed-use destinations and an S&P 100 company (Simon Property Group, NYSE: SPG). Our properties across North America, Europe and Asia provide community gathering places for millions of people every day and generate billions in annual sales.
RESPECTED SENIOR MANAGEMENT TEAM
Simon benefits from an experienced management team that has delivered strong performance through all economic cycles, and an infrastructure that enables consistent execution at high levels across all aspects of the business.
RECOGNIZED AS THE INDUSTRY’S BEST
Best-Performing CEOs in the World—Harvard Business Review, 2013, 2014, 2016, 2017, 2018 & 2019
Named #1 CEO in real estate industry by Institutional Investor 2009-2018
Member of CDP’s prestigious ‘A List’ in 2021 for tackling climate change
Recognized as “Best Place to Work” for Disability Inclusion in the 2021 Disability Equality Index
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SIGN UP FOR FUTURE ELECTRONIC DELIVERY TO SUPPORT SUSTAINABILITY
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. Simon Property Group, Inc. 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.

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MESSAGE FROM OUR
CHAIRMAN, CEO AND PRESIDENT
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Dear Fellow Shareholders,
Please join me and the Board of Directors at our 2022 Annual Meeting of Shareholders on May 11, 2022, at 8:30 a.m., Eastern Daylight Time.
After careful consideration we have decided that our 2022 Annual Meeting will be virtual again this year. It will be conducted via live audio webcast on the Internet. You will be able to attend the 2022 Annual Meeting by visiting www.virtualshareholdermeeting.com/SPG2022. Please follow the instructions in our Proxy Statement to join the virtual 2022 Annual Meeting. The business to be conducted at the meeting is explained in the attached Notice of Annual Meeting and Proxy Statement.
2021 was a very successful year for Simon Property Group. We posted record results, including retailer sales and demand for our space, signing more leases in 2021 than we had in any of the prior six years. We also generated record funds from operations (FFO) of nearly $4.5 billion. The strong performance of our core business was complemented by the outstanding results from our investments in JCPenney, SPARC, and Authentic Brands Group. Coming off a year as difficult as 2020, these results are a testament to our relentless focus on operations and cost structure, active portfolio management, smart investments and our coherent strategy. I want to thank the entire Simon team for the tireless work they continue to do for our tenants, visitors, and communities every day. 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 2022 Annual Meeting.
Sincerely,
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David Simon
Chairman of the Board, Chief Executive Officer and President
March 29, 2022
Whether or not you plan to attend the virtual 2022 Annual Meeting, please read the Proxy Statement and vote your shares. Instructions for voting by mail, Internet, telephone and mobile device 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 2021 Annual Report to Shareholders accompanies, but is not part of, or incorporated into, this Proxy Statement.

NOTICE OF 2022 ANNUAL MEETING
OF SHAREHOLDERS | MAY 11, 2022
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WHEN
Wednesday, May 11, 2022, 8:30 a.m. Eastern Daylight Time
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WHERE
Online only at
virtualshareholdermeeting.com/SPG2022
See page 3 for additional instructions
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RECORD DATE
Shareholders of record at the close of business on March 15, 2022, are entitled to vote
Items of Business
The 2022 Annual Meeting will be held for the following purposes:
Proposal
Board
Recommendation
1
Elect the fourteen director nominees named in this Proxy Statement, including three directors to be elected by the voting trustees who vote the Class B common stock;
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FOR EACH
NOMINEE
(see page 16)
2
Advisory vote to approve the compensation of our Named Executive Officers;
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FOR
(see page 33)
3
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022; and
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FOR
(see page 60)
4
Other business as may properly come before the meeting or any adjournments or postponements of the meeting.
How To Vote
BEFORE THE VIRTUAL MEETING
DURING THE VIRTUAL MEETING
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BY TELEPHONE
Dial toll-free 24/7
1-866-690-6903
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BY MAIL
Cast your ballot, sign your proxy card and send by pre-paid mail
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Please visit online and follow instructions at:
virtualshareholdermeeting.com/SPG2022
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ONLINE
Vote 24/7
www.proxyvote.com
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BY MOBILE DEVICE
Scan the QR Code

Proxy Voting
On or about March 29, 2022, 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 close of business on March 15, 2022 (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. Shareholders as of the Record Date are invited to attend the 2022 Annual Meeting virtually, but if you are not able to attend, please vote in advance of the meeting by using one of the methods which are described in both the Proxy Statement and the Notice.
Attending the 2022 Annual Meeting
The 2022 Annual Meeting will be a completely “virtual meeting”, conducted via live audio webcast on the Internet. You will be able to attend the 2022 Annual Meeting as well as vote and submit your questions and examine our shareholder list during the live audio webcast of the meeting by visiting www.virtualshareholdermeeting.com/SPG2022 and entering the 16-digit Control Number included in your Notice, on your proxy card or in the instructions that accompanied your proxy materials. For further details on how to participate please see “Admission Requirements—What Do I Need to do to Attend the Virtual 2022 Annual Meeting?” in the section of the Proxy Statement titled “Frequently Asked Questions and Answers” on page 68.
Annual Report
Our 2021 Annual Report to Shareholders accompanies, but is not part of, or incorporated into, this Proxy Statement.
By Order of the Board of Directors,
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Steven E. Fivel
General Counsel and Secretary
March 29, 2022

TABLE OF CONTENTS
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1|investors.simon.com

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This Proxy Statement and accompanying proxy card are being made available to shareholders on or about March 29, 2022, 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 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) to be held virtually via live audio webcast accessible at www.virtualshareholdermeeting.com/SPG2022 on May 11, 2022, 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 2021 Annual Report to Shareholders on Form 10-K for the fiscal year ended December 31, 2021 (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 29, 2022, 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.
PLEASE VOTE
It is very important that you vote to play a part in the future of Simon. 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
1
Elect the eleven (11) independent director nominees named in this Proxy Statement
Page 16
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FOR
ALL
NOMINEES
Do not impact outcome.
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.
2
Advisory vote to approve the compensation of our Named Executive Officers
Page 33
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FOR
Do not impact outcome.
Do not impact outcome.
Majority of votes cast.
3
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022
Page 60
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FOR
N/A
Do not impact outcome.
Majority of votes cast.
Please Visit www.virtualshareholdermeeting.com/SPG2022
Review and download easy to read versions of our Proxy Statement and Annual Report when you visit www.virtualshareholdermeeting.com/SPG2022.
Sign Up for Future Electronic Delivery to Support Sustainability
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 visit www.proxyvote.com with your proxy card in-hand with your control number, and follow the instructions to indicate that you agree to receive or access proxy materials electronically in future years. See our most recent Sustainability Report which is solely available at sustainability.simon.com.
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2022 Proxy Statement|2

 
VIRTUAL MEETING INFORMATION

To attend, vote, and submit questions during the virtual 2022 Annual Meeting, which will be held via live audio webcast, shareholders of record will need to visit www.virtualshareholdermeeting.com/SPG2022 and use their 16-digit Control Number provided on their proxy card, voting instruction form, or notice that they previously received to log in to this website.

Beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank or other nominee that holds their shares. Only one shareholder per 16-digit Control Number can access the virtual 2022 Annual Meeting. Shareholders will have the option to log in to this website beginning at 8:00 a.m. and we would encourage shareholders to log in and access the live audio webcast at least 15 minutes before the virtual 2022 Annual Meeting’s start time.

Further instructions on how to attend, participate in, ask questions during, and vote at the virtual 2022 Annual Meeting, including how to demonstrate your ownership of our stock as of the Record Date, will be available at www.virtualshareholdermeeting.com/SPG2022

Shareholders may still, and are encouraged to, vote prior to the virtual 2022 Annual Meeting by Internet, telephone or by mail per the instructions on the proxy card they previously received. Shareholders that have already voted do not need to vote again.

Shareholders will be able to ask questions during the virtual 2022 Annual Meeting by submitting questions in the field provided in the virtual 2022 Annual Meeting web portal, www.virtualshareholdermeeting.com/SPG2022 We will answer appropriate questions on any matters in the Agenda to be voted on by the shareholders at the virtual 2022 Annual Meeting before the voting is closed and other general questions from shareholders regarding the Company, as time permits. Please see “Will I Be Able to Ask Questions During the Virtual 2022 Annual Meeting?” in the section of this Proxy Statement titled “Frequently Asked Questions and Answers” on page 68.
3|investors.simon.com

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.
2022 Annual Meeting of Shareholders
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WHEN
Wednesday, May 11, 2022, 8:30 a.m. Eastern Daylight Time
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WHERE
Online only at virtualshare holdermeeting.com/SPG2022
See page 3 for additional instructions
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RECORD DATE
Shareholders of record at the close of business on March 15, 2022, are entitled to vote
Matters to Be Voted on at the Annual Meeting
Proposals Which Require Your Vote
Board
Recommendation
1
Elect the eleven (11) independent director nominees named in this Proxy Statement;
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FOR EACH
NOMINEE
(see page 16)
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2
Advisory vote to approve the compensation of our Named Executive Officers;
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FOR
(see page 33)
3
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022; and
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FOR
(see page 60)
4
Other business as may properly come before the meeting or any adjournments or postponements of the meeting.
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2022 Proxy Statement|4

PROXY SUMMARY
Board of Directors
OVERVIEW
Committee Membership
Director and
Principal Occupation
Age
Independent
Audit
Compensation and
Human Capital
Governance and
Nominating
Independent Directors
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Glyn F. Aeppel
President and CEO of Glencove Capital
63
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Larry C. Glasscock
Former Chairman and CEO of Anthem, Inc
73
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Karen N. Horn, Ph.D.
Senior Managing Director of Brock Capital Group
78
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Allan Hubbard
Co-Founder, Chairman and Partner of E&A Companies
74
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Reuben S. Leibowitz
Managing Member of JEN Partners
74
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Gary M. Rodkin
Retired Chief Executive Officer of ConAgra Foods, Inc.
69
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Peggy Fang Roe
Global Officer, Customer Experience, Loyalty & New Ventures of Marriott International
50
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Stefan M. Selig
Founder of BridgePark Advisors LLC
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Daniel C. Smith, Ph.D.
Clare W. Barker Professor of Marketing, Indiana University, Kelley School of Business
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J. Albert Smith, Jr.
Chairman, Chase Bank in Central Indiana and Managing Director of J.P. Morgan Private Bank
81
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Marta R. Stewart
Retired Executive Vice President & Chief Financial Officer of Norfolk Southern Corporation
64
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Class B Directors
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David Simon
Chairman of the Board, Chief Executive Officer & President of the Company
60
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Herbert Simon
Chairman Emeritus of the Board of the Company
87
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Richard S. Sokolov
Vice Chairman of the Company
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Committee Chair
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Committee Member
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Audit Committee financial expert
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Lead Independent Director
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Independent Director
5|investors.simon.com

PROXY SUMMARY
Board Independence and Director Attributes and Diversity
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2022 Proxy Statement|6

Summary of 2021 Financial Performance
This summary provides highlights of select Company financial and performance information. For more complete information regarding the Company’s 2021 performance, you should review the Company’s Form 10-K for the year ended December 31, 2021, filed with the SEC on February 24, 2022, and Form 8-K furnished to the SEC on February 7, 2022.
2021 was a very successful year for Simon Property Group. We generated record funds from operations (“FFO”) in 2021 of nearly $4.5 billion. Our reported FFO of  $11.94 per share was an increase of approximately 31% from 2020, after having seen our
reported FFO decrease by over 24% in 2020 from 2019 due to the COVID-19 disruption. Our 2021 reported FFO of  $11.94 per share includes a $0.14 per share loss on extinguishment of indebtedness. FFO before this $0.14 per share indebtedness charge was $12.08. 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 page 71. Our FFO CAGR for the period from 2012 through 2021 was 4.6%.
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Summary of 2021 Financial Performance
A key driver of our FFO is the occupancy rates of our centers. With the ability to operate free from restrictive governmental orders in the United States and strong demand for brick-and-mortar retail driven in part by the desire of people to gather at our
centers, our occupancy rate in our Malls and Premium Outlets rebounded to 93.4% at the end of 2021. Our occupancy rates at our Mills properties are even higher with an occupancy rate of 97.6% at the end of 2021.
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In calendar year 2021 we paid common stock cash dividends of approximately $2.7 billion; this includes payment of the fourth quarter 2020 dividend of $1.30 per share paid in January 2021. We have
returned more than $38 billion to shareholders in dividends and share repurchases over our history as a public company.
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2022 Proxy Statement|8

Summary of 2021 Financial Performance
Our Return On Equity in 2021 was 66.7% rebounding from 36.8% in 2020.
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9|investors.simon.com

CORPORATE GOVERNANCE
Board Leadership
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DAVID SIMON
Chairman of the Board, Chief Executive Officer and President
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LARRY C. GLASSCOCK
Lead Independent Director
Mr. David Simon has served since 2007 as the Chairman of the Board (“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. 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.
Together, our CEO and Lead Independent Director deliver clear leadership, effective decision-making, and a cohesive corporate strategy for the Company.
Lead Independent Director Duties And Responsibilities
Under our Governance Principles, the Lead Independent Director is empowered to:

preside at all meetings of the Board at which the 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.
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2022 Proxy Statement|10

CORPORATE GOVERNANCE
The Board Believes That Its Members Should:

exhibit high standards of independent judgment and integrity;

have diverse experiences and backgrounds, including ethnic and gender diversity;

have a strong record of achievements;

have an understanding of our business and the competitive environment in which we operate; 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 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 independent directors.
Director Skills and Experience Matrix
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Financial/​
Accounting
Literacy
Capital
Markets
Experience
Real Estate
Development/​
Management
Experience
Executive
Leadership
Risk
Management
Marketing/​
Brand
Management/​
Consumer
Focus
Retail
Distribution
Technology/​
Innovation
Human
Capital
Management
International
Business
Experience
Public
Policy/​
Government
Experience
Corporate
Governance
Ethnic
Diversity
G. AEPPEL
L. GLASSCOCK
K. HORN
A. HUBBARD
R. LEIBOWITZ
G. RODKIN
P. F. ROE
S. SELIG
D. SMITH
J. A. SMITH
M. STEWART
D. SIMON
R. SOKOLOV
H. SIMON
11|investors.simon.com

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 Governance and Nominating 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 internal Audit Services function 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.
Environmental, Social & Governance (ESG) and Diversity, Equity & Inclusion (DEI)
In 2021 the Governance and Nominating Committee led the Board’s process of reviewing the oversight of ESG matters at the Company, in particular looking at the allocation of responsibilities among the Board and each of the Company’s committees. As part of this process, the Company also reviewed its DEI efforts. In connection with this review the committee formerly known as the Compensation Committee renamed itself the Compensation and Human Capital Committee when it amended its charter to explicitly set forth its ESG and DEI
responsibilities. The allocation of ESG oversight responsibility among the Board’s committees is set forth in their respective charters located on our website at committeecomposition.simon.com. Each of the Company’s committees will monitor the elements of ESG and DEI for which it is responsible and will regularly report to the Board on these matters and advise with respect to the same.
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AUDIT COMMITTEE

Oversee and discuss with management the Company’s annual disclosure of its sustainability, including
ESG matters and efforts in the form of an annual sustainability report.
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COMPENSATION AND
HUMAN CAPITAL
COMMITTEE

Oversight of human capital management, including but not limited to management succession planning, DEI, and talent development.

Periodically review and make recommendations to the Board, as appropriate, with respect to certain of the Company’s human capital management strategies and policies, including with respect to matters such as DEI, management succession planning, workplace environment and culture, and talent recruitment, development and retention.
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GOVERNANCE AND
NOMINATING
COMMITTEE

Assist the Board in reviewing and overseeing the Company’s policies relating to sustainability, including ESG matters (except as may be specifically retained by the Board or delegated to other Board committees).

Assist and generally advise the Board on ESG matters, including overseeing the Company’s ESG strategy and related goals and policies, and periodically review with management the Company’s progress towards the achievement of such strategy and goals.
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2022 Proxy Statement|12

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. 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.
Eleven of our director nominees are independent under the requirements of the NYSE. All of the members of the Audit Committee, Governance and Nominating Committee, and Compensation and Human Capital Committee are independent directors under the listing requirements and rules of the NYSE and other applicable laws, rules, and regulations.
Mr. David Simon, Mr. Richard S. Sokolov and Mr. Herbert Simon are each Class B directors, our employees and are not independent directors.
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. The Board has delegated to the Audit Committee primary oversight of the Company’s Enterprise Risk Management Program and the Audit Committee provides regular reports to the full Board on it. In February 2021 the Audit Committee amended its Charter to expressly include its oversight of the Company’s Enterprise Risk Management Program and of cybersecurity as being part of its responsibilities. Every year, in the fourth quarter, on behalf of the Audit Committee, the Company’s internal Audit Services function reviews and assesses the Company’s Enterprise Risk Management Program, including how risks are identified, managed, measured, monitored and reported, and, in the first quarter of the following year, discusses these with the Audit Committee, management, and the Company’s independent auditors.
We have 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 those risks. As part of this process, every year we gather information throughout our Company to identify and prioritize management of these major risks. The identified risks and risk mitigation strategies are validated with management and presented to the Audit Committee for their review during the first
quarter each year. These risks and the Company’s mitigation efforts are monitored throughout the year.
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 also 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. In addition, as part of its oversight of risk management, the Audit Committee reviews the Company’s cybersecurity and other information security risks, controls and procedures, including those related to data privacy and network security, and any specific cybersecurity issues that could affect the adequacy of the Company’s internal controls.
The Compensation and Human Capital Committee is responsible for overseeing risks relating to our compensation policies and practices. Specifically, the Compensation and Human Capital 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. Our management regularly conducts additional reviews of risks, as needed, or as requested by the Board or Audit Committee.
Majority Vote Standard for Election of Directors
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. 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
13|investors.simon.com

CORPORATE GOVERNANCE
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 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 in “Proxy Access” in the section of this Proxy Statement titled “Additional Information” on page 66, 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. Currently none of our independent directors serve on more than one other public company 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 seven years we have appointed five new directors, including three new directors in the last five years.
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,
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2022 Proxy Statement|14

CORPORATE GOVERNANCE
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.
Transactions with the Simons
We provide 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 2021 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 and by a majority of our independent directors.
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  $3,460,713 in 2021. 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 and by a majority of our independent directors. For 2021, we reimbursed Mr. David Simon $1,661,088 for the Company related business use of his personal aircraft. 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 and by a majority of our independent directors.
The Company hired Mr. Eli Simon as Senior Vice President of Corporate Investments on May 20, 2019. Eli Simon is the son of Mr. David Simon, the Company’s Chairman of the Board, CEO, and President. Eli Simon was paid a base salary of $325,000 and annual cash incentive compensation in the amount of  $400,000 in 2021. In addition, during 2021 the Compensation and Human Capital Committee approved Eli Simon’s participation in: (i) the 2021 Corporate Incentive Compensation Plan (“Corporate ICP”) with a maximum award opportunity of  $500,000 of restricted stock that vests ratably over a three year time period; and (ii) the Company’s 2021 Long-Term Incentive Program (the “2021 LTI Program”), with an award to Eli Simon of  (a) $150,000 of time-based restricted stock units (“RSUs”) that vest in three years and (b) up to $850,000 of Long Term Incentive Plan (“LTIP”) units based on performance over a three-year period that vest one year following the end of such period, in each case, subject to his continued employment through such dates. These terms of employment were reviewed and approved by the Audit Committee and by a majority of our independent directors.
15|investors.simon.com

PROPOSAL 1: ELECTION OF
DIRECTORS
The Board currently consists of fourteen members. Based on the recommendation of the Governance and Nominating Committee, the Board has nominated the following eleven 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
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THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE FOLLOWING INDEPENDENT DIRECTOR NOMINEES:
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COMMITTEES

Governance and Nominating
OTHER CURRENT
PUBLIC COMPANY
BOARDS

AvalonBay Communities, Inc.
GLYN F. AEPPEL
Director since: 2016
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF GLENCOVE CAPITAL
Age: 63   | [MISSING IMAGE: tm221339d2-icon_roundti4c.gif]   Independent
CAREER HIGHLIGHTS
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 SKILLS AND EXPERIENCE RELEVANT 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.
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2022 Proxy Statement|16

PROPOSAL 1: ELECTION OF DIRECTORS
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COMMITTEES

Lead Independent Director

Audit

Governance and Nominating
OTHER CURRENT
PUBLIC COMPANY
BOARDS

Sysco Corporation
LARRY C. GLASSCOCK
Director since: 2010
RETIRED CHAIRMAN AND CEO OF ANTHEM, INC.
Age: 73   | [MISSING IMAGE: tm221339d2-icon_roundti4c.gif]   Independent
CAREER HIGHLIGHTS
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., as a director for Sprint Nextel Corporation until 2013, and as a director and non-executive chairman of Zimmer Biomet Holdings, Inc. until 2021. Mr. Glasscock currently is 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 SKILLS AND EXPERIENCE RELEVANT 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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COMMITTEES

Governance and Nominating (Chair)
OTHER CURRENT
PUBLIC COMPANY
BOARDS

None
KAREN N. HORN, PH.D.
Director since: 2004
SENIOR MANAGING DIRECTOR OF BROCK CAPITAL GROUP
Age: 78   | [MISSING IMAGE: tm221339d2-icon_roundti4c.gif]   Independent
CAREER HIGHLIGHTS
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 a member of the board and past chairman of the National Bureau of Economic Research and is Vice Chairman of the U.S. Russia Foundation. She previously served as a director of Eli Lilly and Company, Norfolk Southern Corporation and T. Rowe Price Mutual Funds.
SPECIFIC SKILLS AND EXPERIENCE RELEVANT 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.
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17|investors.simon.com

PROPOSAL 1: ELECTION OF DIRECTORS
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COMMITTEES

Compensation and Human Capital

Governance and Nominating
OTHER CURRENT
PUBLIC COMPANY
BOARDS

None
ALLAN HUBBARD
Director since: 2009
CO-FOUNDER, CHAIRMAN AND PARTNER OF E&A COMPANIES
Age: 74   | [MISSING IMAGE: tm221339d2-icon_roundti4c.gif]   Independent
CAREER HIGHLIGHTS
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 SKILLS AND EXPERIENCE RELEVANT 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 and Human Capital Committee and Governance and Nominating Committee.
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COMMITTEES

Compensation and Human Capital (Chair)

Audit
OTHER CURRENT
PUBLIC COMPANY
BOARDS

None
REUBEN S. LEIBOWITZ
Director since: 2005
MANAGING MEMBER OF JEN PARTNERS
Age: 74    | [MISSING IMAGE: tm221339d2-icon_roundti4c.gif]   Independent
CAREER HIGHLIGHTS
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 SKILLS AND EXPERIENCE RELEVANT 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 and Human Capital Committee, which he chairs. The Board has determined that he is an “audit committee financial expert”.
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2022 Proxy Statement|18

PROPOSAL 1: ELECTION OF DIRECTORS
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COMMITTEES

Governance and Nominating
OTHER CURRENT
PUBLIC COMPANY
BOARDS

McCormick & Company, Incorporated
GARY M. RODKIN
Director since: 2015
RETIRED CHIEF EXECUTIVE OFFICER AND DIRECTOR OF CONAGRA FOODS, INC.
Age: 69   | [MISSING IMAGE: tm221339d2-icon_roundti4c.gif]   Independent
CAREER HIGHLIGHTS
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 the Nominating/Corporate Governance committee. He has served as a director of ConAgra Foods, Inc. and Avon Products, Inc.
SPECIFIC SKILLS AND EXPERIENCE RELEVANT 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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COMMITTEES

Ms. Roe will be appointed to one or more committees when the Board meets after the 2022 Annual Meeting.
OTHER CURRENT
PUBLIC COMPANY
BOARDS

None
PEGGY FANG ROE
Director since: 2021
GLOBAL OFFICER, CUSTOMER EXPERIENCE, LOYALTY & NEW VENTURES OF MARRIOTT INTERNATIONAL
Age: 50   | [MISSING IMAGE: tm221339d2-icon_roundti4c.gif]   Independent
CAREER HIGHLIGHTS
Global Officer, Customer Experience, Loyalty & New Ventures, for Marriott International since 2020. Ms. Roe oversees customer experience design and innovation, data strategy and analytics, new ventures and the company’s award-winning loyalty program, Marriott Bonvoy. Ms. Roe also provides support and leadership for the Chief Sales and Marketing Officers across Marriott’s International portfolio outside of the United States. Ms. Roe joined Marriott International in 2003 and has served in several positions before being named Global Officer, including Chief Sales and Marketing Officer Asia Pacific, Global Operations, Global Brand Marketing and Brand Management. She is the co-founder of Marriott’s Women in Leadership initiative in Asia Pacific and is a board member of the Hong Kong chapter of the Asian University of Women in Bangladesh. Ms. Roe currently serves as the Board Chair for the Marriott—Alibaba joint venture.
SPECIFIC SKILLS AND EXPERIENCE RELEVANT TO OUR COMPANY
Ms. Roe has more than 18 years of experience in the hotel industry and currently serves as Global Officer, Customer Experience, Loyalty & New Ventures, for one of the largest hospitality companies in the world. During her tenure at Marriott International, Ms. Roe has gained extensive experience in globalization, leadership and management.
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19|investors.simon.com

PROPOSAL 1: ELECTION OF DIRECTORS
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COMMITTEES

Audit

Compensation and Human Capital
OTHER CURRENT
PUBLIC COMPANY
BOARDS

Safehold Inc.
STEFAN M. SELIG
Director since: 2017
FOUNDER OF BRIDGEPARK ADVISORS LLC
Age: 59   | [MISSING IMAGE: tm221339d2-icon_roundti4c.gif]   Independent
CAREER HIGHLIGHTS
Founder of BridgePark Advisors LLC, a strategic advisory firm. Prior to that Mr. Selig served as the Undersecretary of Commerce for International Trade for the U.S. Department of Commerce from 2014 to 2016. Mr. Selig previously was with Bank of America Merrill Lynch from 1999 to 2014, ultimately serving as Executive Vice Chairman of Global Corporate and Investment Banking. Mr. Selig currently serves on the board of directors of Safehold Inc. where he is the lead independent director and serves on each of the audit, compensation, and nominating and governance committees. In the past five years, Mr. Selig served on the board of directors of Rotor Acquisition Corp. where he was a member of the audit committee; on the board of directors of Tuscan Holdings Corp. where he was a member of the audit committee; and on the board of directors of Entercom Communications Corp.
SPECIFIC SKILLS AND EXPERIENCE RELEVANT 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 the Undersecretary of Commerce for International Trade for the U.S. Department of Commerce. Mr. Selig serves on our Audit Committee and our Compensation and Human Capital Committee. The Board has determined that he is an “audit committee financial expert”.
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COMMITTEES

Compensation and Human Capital
OTHER CURRENT
PUBLIC COMPANY
BOARDS

None
DANIEL C. SMITH, PH.D.
Director since: 2009
CLARE W. BARKER PROFESSOR OF MARKETING, INDIANA UNIVERSITY, KELLEY SCHOOL OF BUSINESS
Age: 64   | [MISSING IMAGE: tm221339d2-icon_roundti4c.gif]   Independent
CAREER HIGHLIGHTS
The Clare W. Barker Professor of Marketing at the Kelley School of Business at Indiana University (the “Kelley School”). Served as President and Chief Executive Officer of the Indiana University Foundation from 2012 to 2020 and as Dean of the Kelley School from 2005 to 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 Faculty and Research.
SPECIFIC SKILLS AND EXPERIENCE RELEVANT 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 as the President and Chief Executive Officer of one of the nation’s largest university foundations with over $2.5 billion of assets. Both as Dean and Foundation Chief Executive Officer, he was 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 and Human Capital Committee.
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2022 Proxy Statement|20

PROPOSAL 1: ELECTION OF DIRECTORS
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COMMITTEES

Audit (Chair)

Compensation and Human Capital
OTHER CURRENT
PUBLIC COMPANY
BOARDS

None
J. ALBERT SMITH, JR.
Director since: 1993
CHAIRMAN, CHASE BANK IN CENTRAL INDIANA AND MANAGING DIRECTOR OF J.P. MORGAN PRIVATE BANK
Age: 81   | [MISSING IMAGE: tm221339d2-icon_roundti4c.gif]   Independent
CAREER HIGHLIGHTS
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 SKILLS AND EXPERIENCE RELEVANT 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 and Human Capital Committee and our Audit Committee, which he chairs. The Board has determined that he is an “audit committee financial expert”.
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COMMITTEES

Audit
OTHER CURRENT
PUBLIC COMPANY
BOARDS

Sherwin-Williams Company
MARTA R. STEWART
Director since: 2018
RETIRED EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF NORFOLK SOUTHERN CORPORATION
Age: 64   | [MISSING IMAGE: tm221339d2-icon_roundti4c.gif]   Independent
CAREER HIGHLIGHTS
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 2017. Mrs. Stewart began her career at Peat Marwick (a predecessor to KPMG). Mrs. Stewart joined Norfolk Southern Corporation in 1983 and served in several finance positions before becoming Vice President & Controller in 2003 and then Vice President & Treasurer in 2009. Mrs. Stewart currently serves on the board of directors for Sherwin-Williams Company, where she is a member of the audit committee. In the past five years, Mrs. Stewart served on the board of directors of The Raytheon Company where she was a member of the audit committee and of the public policy and corporate responsibility committee from 2018 to 2020.
SPECIFIC SKILLS AND EXPERIENCE RELEVANT 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 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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21|investors.simon.com

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.
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OTHER CURRENT
PUBLIC COMPANY
BOARDS

Klépierre, S.A

Simon Property Group Acquisition Holdings, Inc.

Apollo Global Management, Inc.
DAVID SIMON
Director since: 1993
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY
Age: 60   |   Class B Director Nominee
CAREER HIGHLIGHTS
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 1985 to 1990, Mr. Simon was an investment banker at two Wall Street firms, specializing in mergers and acquisitions and leveraged buyouts. He is the nephew of Mr. Herbert Simon.
SPECIFIC SKILLS AND EXPERIENCE RELEVANT 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 grown the Company into what is recognized as the nation’s leader in the ownership, development and management of premier shopping, dining, entertainment and mixed-use destinations.
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2022 Proxy Statement|22

PROPOSAL 1: ELECTION OF DIRECTORS
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OTHER CURRENT
PUBLIC COMPANY
BOARDS

None
RICHARD S. SOKOLOV
Director since: 1996
VICE CHAIRMAN OF THE COMPANY
Age: 72   |   Class B Director Nominee
CAREER HIGHLIGHTS
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. Mr. Sokolov previously served as a director of Washington Prime Group.
SPECIFIC SKILLS AND EXPERIENCE RELEVANT 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.
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OTHER CURRENT
PUBLIC COMPANY
BOARDS

The Cheesecake Factory Incorporated
HERBERT SIMON
Director since: 1993
CHAIRMAN EMERITUS OF THE BOARD OF THE COMPANY
Age: 87   |   Class B Director Nominee
CAREER HIGHLIGHTS
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 SKILLS AND EXPERIENCE RELEVANT 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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23|investors.simon.com

PROPOSAL 1: ELECTION OF DIRECTORS
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 2021 annual meeting of shareholders. During 2021, the Board met five times, including two in-person meetings, and three video conference 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 2021.
Prior to 2020, the independent directors met in executive session without management present in connection with each regularly scheduled non-telephonic Board meeting as well as when the need arose. During 2020, the independent directors had executive sessions after regularly scheduled Board meetings that were held telephonically and by video conference. During 2021, the independent directors also had executive sessions after regularly scheduled Board meetings that were held either by video conference or in person. During 2021, 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 “Board Leadership” in the section of this Proxy Statement titled “Corporate Governance” on page 10.
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2022 Proxy Statement|24

PROPOSAL 1: ELECTION OF DIRECTORS
Committee Function and Membership
MEMBERS

J. Albert Smith, Jr. (Chair)

Larry C. Glasscock

Reuben S. Leibowitz

Stefan M. Selig

Marta R. Stewart
AUDIT COMMITTEE CHARTER
The Audit Committee charter is available on our website at: investors.simon.com/corporate-governance/committee-composition.
THE REPORT OF THE AUDIT COMMITTEE IS ON PAGE 61.
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AUDIT COMMITTEE
Meetings in
2021
8
[MISSING IMAGE: tm221339d2-icon_roundtick4c.gif]ALL MEMBERS ARE INDEPENDENT
[MISSING IMAGE: tm221339d2-icon_finance4c.gif]ALL MEMBERS ARE “AUDIT COMMITTEE FINANCIAL EXPERTS” AS
   DEFINED BY THE RULES OF THE SEC
FUNCTION, AUTHORITY AND PRIMARY RESPONSIBILITIES

Assists the Board in monitoring the integrity of our financial statements, the qualifications, independence and performance of our independent registered public accounting firm, the performance of our internal audit function, our compliance with legal and regulatory requirements, the Company’s Enterprise Risk Management Program, and cybersecurity preparedness.

Sole authority to appoint, or replace our independent registered public accounting firm and pre-approves the auditing services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms thereof.

Authority to retain legal, accounting or other advisors.

Reviews and discusses with management and our independent registered public accounting firm our annual audited financial statements, our quarterly earnings releases and financial statements, significant financial reporting issues and judgments made in connection with the preparation of our financial statements and any major issues regarding the adequacy of our internal controls.

Issues the report on its activities which appears in this Proxy Statement.

Oversee and discuss with management the Company’s annual disclosure of its sustainability, including ESG matters and efforts in the form of an annual sustainability report.

The charter of the Audit Committee requires that each member meet the independence and experience requirements of the NYSE, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC.
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PROPOSAL 1: ELECTION OF DIRECTORS
MEMBERS

Reuben S. Leibowitz (Chair)

Allan Hubbard

Stefan M. Selig

Daniel C. Smith, Ph.D.

J. Albert Smith, Jr.
COMMITTEE CHARTER
The Committee charter is available on our website at: investors.simon.com/corporate-governance/committee-composition.
THE COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT IS ON PAGE 34.
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COMPENSATION AND HUMAN CAPITAL COMMITTEE
Meetings in
2021
7
[MISSING IMAGE: tm221339d2-icon_roundtick4c.gif]ALL MEMBERS ARE INDEPENDENT
FUNCTION, AUTHORITY AND PRIMARY RESPONSIBILITIES

Sets remuneration levels for our executive officers.

Reviews significant employee benefit programs.

Establishes and administers our executive compensation program and our stock incentive plan.

Reviews and discusses with management the Compensation Discussion and Analysis, and, if appropriate, recommends its inclusion in our Annual Report and Proxy Statement.

Issues the report on its activities which appears in this Proxy Statement.

Oversees human capital management, including but not limited to management succession planning, DEI, and talent development.

Periodically reviews and makes recommendations to the Board, as appropriate, with respect to certain of the Company’s human capital management strategies and policies, including with respect to matters such as DEI, management succession planning, workplace environment and culture, and talent recruitment, development and retention.

Authorized to retain the advice and assistance of compensation consultants and legal, accounting, or other advisors.

Has retained its current consultant, Semler Brossy Consulting Group, LLC (“Semler Brossy”), since 2011.

Semler Brossy does not provide any other services to management of the Company.

Semler Brossy assists the Committee in the review and design of the Company’s executive compensation program.

The charter of the Compensation and Human Capital Committee requires that each member meet the independence requirements of the NYSE and the rules and regulations of the SEC.

In 2021 no member of the Committee was an officer, employee, or former officer of the Company or any Company subsidiary or had any relationship under circumstances requiring disclosure in this Proxy Statement pursuant to SEC regulations.

In 2021 no Company executive officer served as a member of a compensation committee or as a director of another entity under circumstances requiring disclosure in this Proxy Statement pursuant to SEC regulations.
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2022 Proxy Statement|26

PROPOSAL 1: ELECTION OF DIRECTORS
MEMBERS

Karen N. Horn, Ph.D. (Chair)

Glyn F. Aeppel

Larry C. Glasscock

Allan Hubbard

Gary M. Rodkin
COMMITTEE CHARTER
The Committee charter is available on our website at: investors.simon.com/corporate-governance/committee-composition.
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GOVERNANCE AND
NOMINATING COMMITTEE
Meetings in
2021
6
[MISSING IMAGE: tm221339d2-icon_roundtick4c.gif]ALL MEMBERS ARE INDEPENDENT
FUNCTION, AUTHORITY AND PRIMARY RESPONSIBILITIES

Nominates persons to serve as directors in accordance with our Governance Principles, and prescribe appropriate qualifications for Board members.

Develop and recommend to the Board the Governance Principles applicable to the Company and the Board, leads the Board in its annual evaluation of the Board’s performance, oversees the assessment of the independence of each director, reviews compliance with stock ownership guidelines and makes recommendations regarding compensation for non-employee directors.

Responsible for screening director candidates, but may solicit advice from our CEO and other members of the Board.

Authority to retain legal, accounting or other advisors, and has sole authority to approve the fees and other terms and conditions associated with retaining any such external advisors.

Assist and generally advise the Board on ESG matters, including overseeing the Company’s ESG strategy and related goals and policies, and periodically review with management the Company’s progress towards the achievement of such strategy and goals.

The charter of the Governance and Nominating Committee requires that each member meet the independence requirements of the NYSE, and any other legal and regulatory requirements.
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 and Human Capital 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 and Human Capital 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 and Human Capital 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 Operating Partnership’s 2019 Stock Incentive Plan (the “2019 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.
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PROPOSAL 1: ELECTION OF DIRECTORS
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 which are required to be 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 “Other Elements of Compensation” in the section of this Proxy Statement titled “Compensation Discussion and Analysis” on page 47.
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 15, 2022, all independent directors of the Board have met or, within the applicable period, are expected to meet, these stock ownership guidelines.
2021 Independent Director’s Compensation
The following table sets forth information regarding the compensation we paid to our independent directors for 2021:
NAME(1)
FEES EARNED OR
PAID IN CASH
STOCK AWARDS(2)
TOTAL
Glyn F. Aeppel $ 115,000 $ 176,548 $ 291,548
Larry C. Glasscock $ 147,500 $ 208,305 $ 355,805
Karen N. Horn, Ph.D. $ 122,500 $ 183,840 $ 306,340
Allan Hubbard $ 122,500 $ 183,840 $ 306,340
Reuben S. Leibowitz $ 135,000 $ 196,073 $ 331,073
Gary M. Rodkin $ 115,000 $ 176,548 $ 291,548
Peggy Fang Roe $ 7,174 $ 70,242 $ 77,416
Stefan M. Selig $ 125,000 $ 186,310 $ 311,310
Daniel C. Smith, Ph.D. $ 117,500 $ 178,900 $ 296,400
J. Albert Smith, Jr. $ 135,000 $ 196,073 $ 331,073
Marta R. Stewart $ 117,500 $ 178,900 $ 296,400
(1)
As of December 31, 2021, the independent directors owned shares of restricted stock subject to vesting requirements in the following amounts: Glyn F. Aeppel—1,501; Larry C. Glasscock—1,771; Karen N. Horn, Ph.D.—​1,563; Allan Hubbard—1,563; Reuben S. Leibowitz—1,667; Gary M. Rodkin—1,501; Peggy Fang Roe—462; Stefan M. Selig—1,584; Daniel C. Smith, Ph.D.—1,521; J. Albert Smith, Jr.—1,667; and Marta R. Stewart—​1,521.
Mr. David Simon, Mr. Richard S. Sokolov and Mr. Herbert Simon, who were also directors during 2021, are not included in this table because they are not independent directors and did not receive any compensation for their service as directors. In 2021, Mr. Herbert Simon received $100,000 in employment compensation for his service as our Chairman Emeritus. The compensation paid to Mr. David Simon as an executive officer of the Company, is shown in the Summary Compensation Table in the “Executive Compensation Tables” section of this Proxy Statement on page 50.
(2)
Represents the ASC 718 grant date fair value of the restricted stock awarded to the directors, determined based on the closing price of our common stock as reported by the NYSE on the date of grant. Restricted stock granted to directors must be held in the director deferred compensation account and dividends on the restricted shares must be reinvested in additional shares of common stock which also must be held in the director deferred compensation account. One of our directors elected to defer his cash compensation in 2021.
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2022 Proxy Statement|28

PROPOSAL 1: ELECTION OF DIRECTORS
Delinquent Section 16(a) Reports
With respect to one purchase transaction, John Rulli filed one late Form 4.
Ownership of Equity Securities of the Company
Directors and Executive Officers
As of March 15, 2022, the existing directors and executive officers identified below:

Owned beneficially the indicated number and percentage of common shares and Class B common stock treated as a single class; and

Owned beneficially the indicated number and percentage of units of the Operating Partnership which are exchangeable for common
shares on a one-for-one basis or cash, as determined by the Company. The number of units includes earned and fully vested performance-based LTIP units which are convertible at the option of the holder into units of the Operating Partnership on a one-for-one basis.
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.
SHARES AND UNITS
BENEFICIALLY OWNED
UNITS BENEFICIALLY
OWNED
NAME
NUMBER(1)(2)(3)
PERCENT(4)
NUMBER
PERCENT(5)
David Simon(6) 28,819,322 8.12% 26,753,553 7.12%
Glyn F. Aeppel 10,616 *
Larry C. Glasscock 31,713 *
Karen N. Horn, Ph.D. 29,934 *
Allan Hubbard 25,438 *
Reuben S. Leibowitz(7) 45,280 *
Gary M. Rodkin 10,548 *
Peggy Fang Roe 462 *
Stefan M. Selig 23,528 *
Herbert Simon(8) 28,819,322 8.12% 26,753,553 7.12%
Daniel C. Smith, Ph.D. 21,610 *
J. Albert Smith, Jr. 55,250 *
Richard S. Sokolov 787,355 * 493,984 *
Marta R. Stewart 7,892 *
Steven E. Fivel(9) 102,059 * 79,263 *
Brian J. McDade 18,163 * 1,264 *
John Rulli(10) 249,337 * 204,165 *
Alexander L.W. Snyder 12,010 * 948 *
All Directors and executive officers as a group (20 people)(11)
30,265,073 8.50% 27,533,809 7.33%
*
Less than one percent
(1)
Includes the following common shares that may be issued upon exchange of units (including vested LTIP units) held by the following persons on March 15, 2022: David Simon, Herbert Simon and other members of the MSA Group (as defined in footnote 4 of the Principal Shareholders table on page 31),—26,753,553; Richard S. Sokolov—493,984; John Rulli—204,165; Steven E. Fivel—79,263; Brian J. McDade—1,264; Alexander L.W. Snyder—948; and all directors and executive officers as a group—27,533,809. Units are exchangeable either for common shares on a one-for-one basis or for cash as determined by the Company.
(2)
Includes the following restricted shares which are subject to vesting requirements: Glyn F. Aeppel—1,501; Larry C. Glasscock—1,771; Karen N. Horn, Ph.D.—1,563; Allan Hubbard—1,563; Reuben S. Leibowitz—1,667; Gary M. Rodkin—1,501; Peggy Fang Roe—462; Stefan M. Selig—1,584; Daniel C. Smith, Ph.D.—1,521; J. Albert Smith, Jr.—1,667; Marta R. Stewart—1,521; Brian J. McDade—3,496; Alexander L.W. Snyder—3,666; and all
29|investors.simon.com

PROPOSAL 1: ELECTION OF DIRECTORS
directors and executive officers as a group—25,827. Includes shares acquired through the reinvestment of dividends on common shares held in the Director Deferred Compensation Plan.
(3)
As of December 31, 2021, the following restricted shares were held by the independent directors: Glyn F. Aeppel—​8,400; Larry C. Glasscock—14,290; Karen N. Horn, Ph.D.—20,032; Allan Hubbard—14,375; Reuben S. Leibowitz—19,001; Gary M. Rodkin—9,083; Peggy Fang Roe—462; Stefan M. Selig—7,617; Daniel C. Smith, Ph.D.—14,157; J. Albert Smith, Jr.—24,187; and Marta R. Stewart—7,085. These amounts do not include shares acquired from the reinvestment of dividends which are required to be reinvested in additional shares of common stock which also must be held in the Director Deferred Compensation Plan and do not include any other shares owned by the independent directors.
(4)
On March 15, 2022, there were 328,342,289 shares of common stock and 8,000 shares of Class B common stock outstanding. Upon the occurrence of certain events, shares of Class B common stock convert automatically into common shares (on a one-for-one basis). These percentages assume the exchange of units for common shares only by the applicable beneficial owner.
(5)
On March 15, 2022, the Operating Partnership had 375,669,351 units outstanding, of which we owned, directly or indirectly, 328,350,289 or 87.4%. These percentages assume that no units held by limited partners are exchanged for common shares. The number of units shown does not include any unvested LTIP units and any unvested RSUs awarded under a long-term incentive performance program as described in the “Compensation Discussion and Analysis” section of this Proxy Statement that begins on page 34, because the unvested LTIP units are subject to performance and/or time-based vesting requirements and the unvested RSUs are subject to time-based vesting requirements.
(6)
Includes common shares, shares of Class B common stock and units beneficially owned by the MSA Group. See the Principal Shareholders Table on page 31.
(7)
Includes 2,500 shares of common stock held by Mr. Leibowitz’s wife. Does not include 7,500 shares of common stock held by charitable foundations of which Mr. Leibowitz is an officer or trustee and 1,400 shares of common stock held by various trusts of which Mr. Leibowitz’s wife is the trustee. Mr. Leibowitz disclaims beneficial ownership of these shares.
(8)
Includes common shares, shares of Class B common stock and units beneficially owned by the MSA Group. See the Principal Shareholders Table on page 31.
(9)
Includes 383 shares of common stock held by Mr. Fivel’s wife.
(10)
Includes 8,130 shares of common stock held in a grantor retained annuity trust for the benefit of Mr. Rulli’s children.
(11)
Does not include 4,172,426 units beneficially owned by or for the benefit of Simon family members as to which members of the MSA Group do not have voting or dispositive power.
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2022 Proxy Statement|30

PROPOSAL 1: ELECTION OF DIRECTORS
Principal Shareholders
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 15, 2022. Unless otherwise indicated in the footnotes, shares are owned directly and the indicated person has sole voting and investment power.
SHARES(1)
NAME AND ADDRESS
NUMBER OF
SHARES
%
The Vanguard Group(2)
100 Vanguard Boulevard
Malvern, PA 19355
47,545,983 14.48%
BlackRock, Inc.(3)
55 East 52nd Street
New York, NY 10055
35,039,594 10.67%
Melvin Simon & Associates, Inc., et al.(4)
225 West Washington Street
Indianapolis, IN 46204
28,819,322(5) 8.12%(6)
Cohen & Steers, Inc., et al(7)
280 Park Avenue 10th Floor
New York, NY 10017
22,346,774 6.81%
State Street Corporation and Subsidiaries(8)
State Street Financial Center
One Lincoln Street
Boston, MA 02111
21,369,438 6.51%
(1)
Voting shares include shares of common stock and Class B common stock. Upon the occurrence of certain events, Class B common stock converts automatically into shares of our common stock (on a one-for-one basis). The amounts in the table also include shares of common stock that may be issued upon the exchange of units of limited partnership interest, or units, of the Operating Partnership, that are exchangeable either for shares of common stock (on a one-for-one basis) or for cash, as determined by the Company.
(2)
Based solely on information provided by The Vanguard Group in a Schedule 13G/A filed with the SEC on February 10, 2022. The Vanguard Group has the sole power to vote 0 shares of common stock and dispose of 45,906,685 shares of common stock and shared power to vote 858,185 shares of common stock and dispose of 1,639,298 shares of common stock.
(3)
Based solely on information provided by BlackRock, Inc. in a Schedule 13G/A filed with the SEC on January 27, 2022. BlackRock, Inc. has the sole power to vote 30,292,667 shares of common stock and the sole power to dispose of 35,039,594 shares of common stock.
(4)
Based on information provided by MSA, Mr. David Simon, Mr. Herbert Simon, two voting trusts and other entities and trusts controlled by or for the benefit of MSA, Mr. David Simon or Mr. Herbert Simon, as the case may be (collectively, the “MSA Group”), including in a Schedule 13G/A filed with the SEC on February 14, 2022: MSA has sole power to vote and dispose of 11,634,169 shares of common stock and shared power to vote and dispose of 889,747 shares of common stock; Mr. Herbert Simon, a director, has sole power to vote and dispose of 5,615,001 shares of common stock and shared power to vote and dispose of 898,120 shares of common stock; Mr. David Simon, an executive officer and director has sole power to vote 10,524,087 shares of common stock, the sole power to dispose of 3,605,820 shares of common stock, shared power to vote 1,016,890 shares of common stock and shared power to dispose of 7,935,157 shares of common stock. A total of 890,120 shares of common stock included in the amount reported for the MSA Group and 8,000 shares of Class B common stock are subject to the two voting trusts as to which Mr. David Simon and Mr. Herbert Simon are the voting trustees. 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.
(5)
Includes 2,057,769 shares of common stock currently outstanding; 26,753,553 shares of common stock issuable upon exchange of units; and 8,000 shares of Class B common stock. Does not include 4,172,426 units that are held by or for the benefit of Simon family members as to which MSA, Mr. David Simon or Mr. Herbert Simon do not have voting or dispositive power.
(6)
Assumes the exchange of units by the subject holder only.
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PROPOSAL 1: ELECTION OF DIRECTORS
(7)
Based solely on information provided by Cohen & Steers, Inc., Cohen & Steers Capital Management, Inc., Cohen & Steers UK Limited, Cohen & Steers Asia Limited, and Cohen & Steers Ireland Limited in a Schedule 13G/A filed with the SEC on February 14, 2022. Cohen & Steers, Inc. has the sole power to vote 15,489,647 shares of common stock and the sole power to dispose of 22,346,774 shares of common stock; Cohen & Steers Capital Management, Inc. has the sole power to vote 15,411,130 shares of common stock and the sole power to dispose of 21,925,673 shares of common stock; Cohen & Steers UK Limited has the sole power to vote 50,225 shares of common stock and the sole power to dispose of 392,809 shares of common stock; Cohen & Steers Asia Limited has the sole power to vote and dispose of 17,433 shares of common stock; and Cohen & Steers Ireland Limited has the sole power to vote and dispose of 10,859 shares of common stock.
(8)
Based solely on information provided by State Street Corporation in a Schedule 13G/A filed with the SEC on February 14, 2022. State Street Corporation has shared power to vote 17,349,247 shares of common stock and shared power to dispose of 21,332,871 shares of common stock.
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2022 Proxy Statement|32

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.
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 2023 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 2022 Annual Meeting:
“RESOLVED, that the compensation of the Named Executive Officers of the Company, as disclosed in this Proxy Statement under the headings “Compensation Discussion and Analysis” and “Executive Compensation Tables,” including the compensation tables and their accompanying narrative discussion, is approved.”
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THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADVISORY RESOLUTION RELATING TO THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
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COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT
At our 2021 annual meeting, approximately 92.5% of the shares voting approved our advisory Say-on-Pay vote. The Committee believes that this support demonstrates a strong alignment between the interests of our NEOs and the interests of all of the Company’s stakeholders, including its shareholders.
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, 2021 and included in the Proxy Statement for the 2022 Annual Meeting.
All references to the “Committee” in this Report are to the Compensation and Human Capital Committee.
The Compensation and Human Capital Committee:
Reuben S. Leibowitz, Chairman
Allan Hubbard
Stefan M. Selig
Daniel C. Smith, Ph.D.
J. Albert Smith, Jr.
March 29, 2022
The Compensation and Human Capital Committee Report does not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate our SEC filings by reference, in whole or in part, notwithstanding anything to the contrary set forth in those
filings.
COMPENSATION DISCUSSION AND ANALYSIS
TABLE OF CONTENTS PAGE
35
II.
35
36
IV.
37
V.
39
VI.
39
40
40
IX.
46
X.
47
XI.
48
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2022 Proxy Statement|34

COMPENSATION DISCUSSION AND ANALYSIS
I.
Executive Summary
2021 was a very good year for Simon Property Group, during which the Company showed its resiliency.
During 2021 Simon delivered impressive results:

Consolidated revenues increased more than 11% to $5.12 billion.

FFO increased more than 38% to $4.49 billion.

Our share of Portfolio NOI, including NOI from Taubman Realty Group (“TRG”) and international properties on a constant currency basis, grew 22%, or more than $925 million, to $5.08 billion.

Occupancy for our U.S. Malls and Premium Outlets® increased 210 basis points and ended the year at 93.4% and The Mills® occupancy ended the year at 97.6% (60 basis points higher than year end 2019).

Reported retailer sales across our portfolio were $713 per square foot, an increase of more than 42% year-over-year.

The total return on our stock, including dividends, was more than 95% and outperformed the S&P 500 in 2021.

We completed more than 20 redevelopment projects across all our platforms in the U.S. and internationally during the year.

We executed more than 4,100 leases totaling over 15 million square feet across the portfolio.

In just one year, we, together with our partners, stabilized JCPenney’s business; significantly
improved its financial results; de-levered the balance sheet; added private and exclusive national brands; and established a new leadership team focused on the future growth of this storied retailer.

Our investment in SPARC Group performed exceedingly well in 2021 with strong growth in sales and earnings before interest, taxes and depreciation (“EBITDA”).

Simon’s sustainability performance improved in 2021 and has been recognized by international organizations.

Simon earned a prestigious place on CDP’s climate change ‘A List’ that represents results on a climate change questionnaire achieved by only 200 of the 13,000+ (<1.5%) reporting organizations globally.

Simon was once again awarded a Green Star ranking (2014-2021), the highest designation awarded for leadership in sustainability performance by the Global Real Estate Sustainability Benchmark (GRESB).

Simon was also awarded 28 new Institute of Real Estate Management (IREM®) Certified Sustainable Property Certifications (IREM CSP) across our portfolio.

Simon was recognized for the first time as a “Best Places to Work for Disability Inclusion” by the organization “Disability: IN” for our continued efforts with respect to diversity and inclusion.
II.
Objectives of Our Executive Compensation Program
Our executive compensation program is designed to accomplish the following objectives:
Retain a group of highly-experienced executives who have worked together as a team for a long period of time and who make major contributions to our success.
Attract other highly-qualified executives to strengthen that team and facilitate succession planning.
Motivate executives to contribute to the achievement of corporate and business unit goals as well as individual goals.
Emphasize equity-based incentives with long-term performance measurement periods and vesting conditions.
Align interests of executives with shareholders by linking payouts to performance measures that are designed to promote the creation of long-term shareholder value.
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COMPENSATION DISCUSSION AND ANALYSIS
III.
Our Executive Compensation Program
WHAT WE DO
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Pay for Performance. Annual Cash Incentive Program. Heavy emphasis on performance-based cash compensation. Annual Cash Incentive Compensation is paid only if certain FFO targets are achieved.
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Pay for Performance. Our Long-Term incentive programs are designed to incentivize performance. The substantial majority of our 2021 long-term equity compensation program is performance-based. The 85% performance-based portion is tied to (i) achievement of a pre-established growth rate on an objective financial metric, (ii) rigorous absolute total shareholder return (“TSR”) performance goals, and (iii) achievement of certain objective performance goals. The 15% that is time-based cliff vests three years after grant, subject to the grantee’s continued service with the Company.
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ESG and DEI. We include at least one ESG-related and one DEI-related strategic objective in each of our 2021 LTI Program and our 2022 LTI Program.
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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 an additional one-year period to vest in the LTIP units.
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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.
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Double Trigger Equity Acceleration Upon a Change in Control. All equity grants include double trigger equity acceleration provisions.
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Clawback Policy. Applies in the event of any material restatement of the Company’s financials, whether or not fraud/misconduct is involved.
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Independent Compensation Consultant. The Committee has utilized an independent compensation consulting firm, Semler Brossy, since the end of 2011.
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Compensation Risk Assessments. Conducted annually to evaluate whether the executive compensation program encourages excessively risky behaviors.
WHAT WE DON’T DO
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No Excessive Perquisites. No supplemental executive retirement plans, company cars, club memberships or other significant perquisites.
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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.
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No Excessive Retirement and Health Benefits. The Company has never had a traditional defined benefit plan.
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No Hedging or Pledging of Company Stock. Our NEOs and directors are prohibited from engaging in any hedging or pledging of Company stock.










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2022 Proxy Statement|36

COMPENSATION DISCUSSION AND ANALYSIS
IV.
Executive Compensation Approach and Process
Alignment of Pay with Performance
The Committee has designed our executive compensation program for our NEOs to provide pay outcomes which are aligned with, and responsive to our operating, financial and market performance in both good and challenging times. We believe that a significant amount of the compensation of our CEO and other NEOs should be performance-based in the
form of variable pay (annual and long-term incentives) to emphasize our commitment to rewarding only excellent performance, not poor performance. Our compensation decisions in 2021 were consistent with this approach. The percentage of compensation that was at risk in 2021 for our CEO and the average of our other NEOs was 88% and 77.4%, respectively.
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COMPENSATION DISCUSSION AND ANALYSIS
What We Pay and Why: Principal Elements of Compensation
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.
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 a threshold FFO level.

Allocated based on objective and subjective evaluation of Company, business unit, and individual performance.
Long-Term Incentive Programs

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 awards are earned or otherwise awarded.
2019 LTIP

100% performance-based long-term equity compensation.

Performance Metrics:

FFO (weighted 50%).

TSR vs FTSE NAREIT Equity Retail Index (weighted 30%).

Objective Strategic Goals (weighted 20%).

Three-year performance period ended on December 31, 2021.

Any amounts earned will vest no later than January 1, 2023.

Maximum amount that could have been earned is 150% of the Target award.

Rigorous minimum performance thresholds to receive any payout.
2020 LTI Program

The Committee deferred establishing a 2020 long-term incentive plan in March 2020 due to the unprecedented impact of the COVID-19 pandemic on the Company’s operations and the uncertainty that it created at that time. This low-visibility environment and volatility hampered the ability of the Committee to set appropriate performance goals for any long-term equity compensation.

Time-based long-term equity-based compensation (RSUs).

RSUs subject to vesting based on the grantee’s continued service with the Company.

Each vested RSU entitles the grantee to receive one share of common stock of the Company.

The RSUs vested, one-third on January 1, 2022 and will vest, one-third on January 1, 2023, and one-third on January 1, 2024, subject to the grantee’s continued service on each vesting date.
2021 LTI Program

85% performance-based long-term equity compensation (LTIP units).

Performance Metrics:

FFO (weighted 50%).

Absolute TSR (weighted 20%).

Objective Strategic Goals (weighted 15%).

Three-year performance period ends on December 31, 2023.

Any amounts earned will vest no later than January 1, 2025.

Maximum amount that may be earned is 150% of the Target award.

Rigorous minimum performance thresholds to receive any payout.

15% time-based long-term equity-based compensation (RSUs).

Three-year vesting period based on the grantee’s continued service with the Company.

Cliff vest on March 1, 2024.

Each RSU entitles the grantee to receive one share of common stock of the Company.
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2022 Proxy Statement|38

COMPENSATION DISCUSSION AND ANALYSIS
Role of the Independent Compensation Consultant
The Committee has retained Semler Brossy as its independent consultant since 2011. Semler Brossy reports directly to the Committee and performs no other work for the Company unless directed by the Committee. The Committee has analyzed whether the work of Semler Brossy, as a compensation consultant, has raised any conflict of interest, taking into consideration the following factors:
i.
The provision of other services to the Company by Semler Brossy;
ii.
The amount of fees from the Company paid to Semler Brossy as a percentage of the firm’s total revenue;
iii.
Semler Brossy’s policies and procedures that are designed to prevent conflicts of interest;
iv.
Any business or personal relationship of Semler Brossy or the individual compensation advisors employed by the firm with an executive officer of the Company;
v.
Any business or personal relationship of the individual compensation advisors with any member of the Committee; and
vi.
Any stock of the Company owned by Semler Brossy or the individual compensation advisors employed by the firm.
The Committee has determined, based on its analysis of the above factors, that the work of Semler Brossy and the individual compensation advisors employed by Semler Brossy as compensation consultants to the Company has not created any conflict of interest.
Role of Management in Compensation Decisions
Our CEO provides recommendations to the Committee on the compensation of each of the other NEOs. The CEO develops recommendations using peer group data, assessments of individual performance and achievement of the Company’s strategic and tactical plans, the state of the business environment, and input from our human resources department on various factors (e.g., compensation history, tenure, responsibilities, market data for
competitive positions and retention concerns). The Committee considers our CEO’s recommendations together with the input of our independent compensation consultant; however, all final compensation decisions affecting NEOs’ pay are made by the Committee itself. Additionally, all aspects of the CEO’s compensation and resulting compensation decisions are determined by the Committee.
V.
2021 Say-on-Pay Vote
At our 2021 annual meeting of shareholders, the percentage of shares voting that approved our advisory “Say-on-Pay” vote was approximately 92.5%. 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 response to the 2021 “Say-on-Pay” vote.
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VI.
Company Peer Group and Compensation Assessment
The Committee uses an industry peer group as a source of data for assessing and determining pay levels for our NEOs. The peer group is reviewed annually, and recalibrated when appropriate, by the Committee’s independent compensation consultant. Developing a relevant peer group is challenging because the Mall REITs and Retail REITs are not of comparable market size, complexity and breadth of operations. Non-Retail REITs are not directly comparable to us because of the different underlying business fundamentals. Therefore, the Committee does not formulaically derive target pay opportunities or actual pay levels from these other companies;
rather, this industry peer group is intended to provide the Committee with insight into overall market pay levels, market trends, commonly-viewed “best” governance practices, and industry performance for certain REITs. The Committee also evaluated the appropriateness of this peer group by considering the methodology used by Institutional Shareholder Services, or “ISS.” ISS has regularly excluded Mall REITs and Retail REITs and instead has included certain Hotel and Resort REITs, Health Care REITs and Office REITs as members of the Company’s peer group.
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COMPENSATION DISCUSSION AND ANALYSIS
Taking the facts and analysis described above into account, the Committee determined that the 2021 Company peer group would include the 16 largest companies in the real estate industry by market capitalization, with some restrictions to maintain a balanced mix. Specifically, the group includes:

The six largest (by market capitalization) Retail REIT companies;

The six largest (by market capitalization) Non-Retail REIT companies; and

The four largest (by market capitalization) companies from the broader real estate industry.
The 2021 peer group reflects changes in the market capitalization of certain participants in the real estate industry as well as an initial public offering. Changes from the 2020 peer group include the removal of two companies (Welltower, Inc. and Cushman & Wakefield plc) and the addition of two companies (Digital Realty Trust, Inc. and Redfin Corporation). Digital Realty Trust Inc. and Redfin Corporation replaced Welltower, Inc. and Cushman & Wakefield plc as a result of changes in market capitalization.
VII.
2021 Peer Group
PEER COMPANY
COMPANY TYPE
American Tower Corp. (NYSE:AMT)
Specialized REIT
Brixmor Property Group Inc. (NYSE:BRX)
Retail REIT
CBRE Group, Inc. (NYSE:CBRE)
Real Estate Services
Crown Castle International Corp. (NYSE:CCI)
Specialized REIT
Digital Realty Trust, Inc. (NYSE:DSR)
Specialized REIT
Equinix, Inc. (NasdaqGS:EQIX)
Specialized REIT
Federal Realty Investment Trust (NYSE:FRT)
Retail REIT
Jones Lang LaSalle, Inc. (NYSE:JLL)
Real Estate Services
Kimco Realty Corp. (NYSE:KIM)
Retail REIT
National Retail Properties, Inc. (NYSE:NNN)
Retail REIT
Prologis, Inc. (NYSE:PLD)
Industrial REIT
Public Storage (NYSE:PSA)
Specialized REIT
Realty Income Corporation (NYSE:O)
Retail REIT
Redfin Corporation (NasdaqGS:RDFN)
Real Estate Services
Regency Centers Corporation (NasdaqGS:REG)
Retail REIT
The Howard Hughes Corp. (NYSE:HHC)
Real Estate Development
Simon Property Group
Retail REIT
VIII.
Compensation in 2021
The Committee’s meetings in 2021 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 Summary Compensation Table in the "Executive Compensation Tables" section of this Proxy Statement on page 50. These decisions related to: Base Salaries, Annual Cash Incentive Compensation for 2021 performance, and Long-Term Incentive opportunities primarily in the form of performance-based LTIP units with a limited number of time-based RSU awards for our NEOs.
2021 Base Salaries
The Committee periodically reviews base salaries for the NEOs and makes adjustments to reflect market conditions, changes in responsibilities, and merit
increases. In 2021 none of the Company’s NEOs received an increase in base salary.
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2022 Proxy Statement|40

COMPENSATION DISCUSSION AND ANALYSIS
2021 Annual Cash Incentive Compensation
The Committee rewards executive officers with Annual Cash Incentive Compensation for achieving the Company’s financial and operating plan taking into account an assessment of each NEO’s contributions to those achievements. Payouts under our Annual Cash Incentive Compensation program are the result of both the Company and the individuals reaching established performance targets. The Committee follows a two-step process to determine what amounts will be paid under the Annual Cash Incentive Compensation program each year:
1.
The Company must deliver certain FFO performance during the year before any payments may be made under the program. If Threshold performance is not achieved, no payments are made. At its meeting in mid-March 2022 the Committee reviewed the Company’s 2021 reported FFO per share of  $11.94, (“Reported FFO”) and its 2021 cash incentive compensation FFO per share of  $11.42 (“Compensation Committee FFO”), used solely for purposes of measuring performance under our Annual Cash Incentive Compensation program, and the FFO performance criterion of our 2019 LTIP, which reflected the following adjustments: a downward adjustment for a non-recurring deferred tax gain associated with the Company’s investment in Klépierre, a downward adjustment for non-recurring
gains related to a transaction with Authentic Brands Group and invesment activity, and an upward adjustment for debt extinguishment related charges during 2021. Because both the Company’s Reported FFO and lower Compensation Committee FFO exceeded not only the Threshold FFO performance level of $9.38 per share but also the Maximum FFO performance level of  $9.75 per share that the Committee had established in March 2021, the Committee moved to the second step in the process; evaluating each NEO’s performance, as described below. See “How Does Diluted Net Income per Share Reconcile to Compensation Committee FFO per Share?” and “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 71.
2.
Each individual’s performance is assessed by the CEO and the Committee against defined goals and objectives which are established at the beginning of each year. The assessment delivers a total score for each individual. Each individual’s total score then determines the portion of that NEO’s Annual Cash Incentive Compensation that has been earned.
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COMPENSATION DISCUSSION AND ANALYSIS
A summary of the NEOs’ 2021 goals and performance along with their 2021 Annual Cash Incentive Compensation payments may be found in the table below. We pay Annual Cash Incentive Compensation to NEOs in the first calendar quarter of the following year, so the Committee has sufficient time to assess our financial performance and the executives’ contributions for the preceding year.
2021 GOALS AND PERFORMANCE
NAMED EXECUTIVE
OFFICER
2021 KEY INDIVIDUAL GOALS AND
PERFORMANCE
2021
ANNUAL CASH
INCENTIVE
COMPENSATION
AWARD
2020
ANNUAL CASH
INCENTIVE
COMPENSATION
AWARD
David Simon

Achieved FFO growth of more than 38% to a record $4.49 billion.

Generated a total return on SPG common stock, including dividends of more than 95% and outperformed the S&P 500 in 2021.

Executed more than 4,100 leases totaling over 15 million square feet across the portfolio; the highest amount of leasing activity the Company has done over the last six years.

Stabilized JCPenney’s business; significantly improved its financial results; de-levered the balance sheet; added private and exclusive national brands; and established a new leadership team.
$
3,750,000
$
1,710,000
Brian J. McDade

Amended and extended the Company’s $3.5 billion revolving credit facility, which was the first REIT credit facility to adjust pricing to SOFR from LIBOR.

Completed two senior notes offerings totaling U.S.$2.75 billion.

Completed a €750 million senior notes offering.

Reduced the Company’s total debt outstanding by over U.S.$1.5 billion during 2021.
$
650,000
$
500,000
Steven E. Fivel

Oversaw the Company’s sustainability efforts allowing the Company, for the 2nd consecutive year to earn a prestigious place on CDP’s climate change ‘A List’ that represents results achieved by only 200 of the 13,000+ (<1.5)% reporting organizations globally.

Oversaw the Company’s efforts which resulted in Simon being awarded 28 new Institute of Real Estate Management (IREM®) Certified Sustainable Property Certifications (IREM CSP).
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