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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 8, 2023
SIMON
PROPERTY GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
001-14469 |
04-6268599 |
(State
or other jurisdiction of |
(Commission
File Number) |
(IRS
Employer |
incorporation) |
|
Identification
No.) |
225 West Washington Street
Indianapolis,
Indiana |
46204 |
(Address
of principal executive offices) |
(Zip
Code) |
Registrant’s
telephone number, including area code: (317) 636-1600
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which
registered |
Common
stock, $0.0001 par value |
|
SPG |
|
New York Stock Exchange |
83/8%
Series J Cumulative Redeemable Preferred Stock, $0.0001 par value |
|
SPGJ |
|
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth
company ¨
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2023, the Board
of Directors (the “Board”) of Simon Property Group, Inc. (the “Company”) adopted the Amended and Restated Other
Platform Investment Incentive Program (the “OPI Incentive Program”). The OPI Incentive Program amends and restates the Other
Platform Investment Incentive Program which was unanimously adopted by the independent members of the Board on March 20, 2023, and pursuant
to which the Company has not granted awards.
Purpose. The purpose
of the OPI Incentive Program is to reward, incentivize, attract and retain certain executives and employees of the Company, Simon Property
Group, L.P. and their respective subsidiaries and affiliates (collectively, the “Company Group”), including our named executive
officers (“NEOs”), for the success of certain designated investments which are made by the Company Group outside of its historical
core retail real estate business (each, a “Designated Investment”), by linking a portion of participants’ compensation
to the monetization of such investments.
Background. At the
2023 annual meeting of shareholders, the advisory vote to approve the Company’s executive compensation did not result in a majority
of votes cast in favor of the Company’s executive compensation program. The independent members of the Board of Directors, together
with the Compensation and Human Capital Committee of the Board (the “Committee”) engaged with a significant portion of its
shareholder base prior to the 2023 annual meeting of shareholders and received meaningful and useful feedback. These shareholders provided
candid, constructive feedback, and the Committee carefully considered this feedback and shared it with the entire Board. The Committee
implemented additional changes to the Company’s Other Platform Investment Incentive Program that are responsive to the views that
we heard, and the independent members of the Board unanimously adopted the OPI Incentive Program based on the Committee’s recommendation.
The following features of
the OPI Incentive Program, which is described in further detail in the Summary of the OPI Incentive Program below, address the feedback
that we received from our shareholders, and include: (i) pre-determined award allocations under the OPI Incentive Program; (ii) a limitation
on the size of the award pool to a percentage of the net proceeds received by the Company upon the monetization of the investment to which
such awards relate; (ii) the payment of awards to our named executive officers under the OPI Incentive Program in the form of long-term
equity-based awards which remain subject to long-term time-based vesting; and (iii) awards under the OPI Incentive Program will only be
paid with respect to a given investment after the Company receives its full investment, plus an 8% cumulative preferred return.
Summary of the OPI Incentive
Program. The following summarizes the material terms of the OPI Incentive Program. This summary is qualified in its entirety by the
full text of the OPI Incentive Program, which is attached hereto as Exhibit 10.1.
Administration. The
OPI Incentive Program will be administered by the Committee, which may delegate its responsibilities as administrator to any member of
the Committee or to any independent member of the Board. The Committee has full authority to determine who may receive awards under the
OPI Incentive Program, and to determine each participant’s allocation percentage of any award pool established under the OPI Incentive
Program. The Company’s Chief Executive Officer will recommend eligible participants and their respective allocation percentages
to the Committee, other than with respect to his own participation and allocation percentage.
Eligibility; Allocation
Percentages. Prior to a Qualifying Monetization Event or a Qualifying Partial Monetization Event (each as defined below) of a given
Designated Investment, the Committee will determine the eligible participants with respect to such Designated Investments and their respective
percentage allocations (each, an “Allocation Percentage”) of the Award Pool (as defined below) to be established in connection
with a Qualifying Monetization Event. In the event that a Qualifying Monetization Event occurs and less than 100% of the Award Pool has
been allocated to participants, the unallocated portion of the Award Pool, excluding any portion that is then-unallocated due to any Committee
reductions to individual awards, will be allocated on a pro-rata basis to participants who have an Allocation Percentage in such Designated
Investment.
Award Pool. In connection
with a transaction or series of transactions in which the Company Group receives proceeds or consideration in respect of a majority of
the Company Group’s interests in a Designated Investment (a “Majority Monetization Event”), the Company will establish
an award pool (an “Award Pool”) if the following conditions are met (a “Qualifying Monetization Event”): (i) such
transaction results in net proceeds in excess of the Company’s net remaining cash investment in such Designated Investment plus
an 8% preferred return hurdle (the “pool funding hurdle”), and (ii) the aggregate value of all Designated Investments (excluding
Designated Investments for which there has been a Majority Monetization Event) exceeds the value of such investments as of such date plus
an 8% cumulative preferred return. The amount of the Award Pool will equal 9.9% of the excess of the net proceeds received by the Company
in connection with such Qualifying Monetization Event over the pool funding hurdle for such investment.
Reserve Pool. In connection
with a transaction or series of transactions in which the Company Group receives proceeds or consideration in respect of less than a majority
of the Company Group’s interests in a Designated Investment which results in net proceeds that exceed the pool funding hurdle (a
“Qualifying Partial Monetization Event”), the Company will establish and reserve an award pool (the “Reserve Pool”)
equal to 9.9% of the excess of the net proceeds received by the Company in connection with such Qualifying Partial Monetization Event
over the pool funding hurdle. Upon a subsequent Qualifying Monetization Event of the same Designated Investment, the Company will establish
an Award Pool (as described above) that includes the amount of the Reserve Pool.
Allocation Amounts.
The Committee will determine each plan participant’s allocation of an Award Pool by multiplying such participant’s Allocation
Percentage by the total Award Pool (each, an “Allocation Amount”). The Committee has the authority in its sole discretion
to reduce a participant’s Allocation Amount at or prior to the calculation thereof, and all amounts attributable to such reduction
will be retained by the Company Group.
Timing and Form of Payment.
Allocation Amounts will be paid in the form restricted stock, restricted stock units or LTIP Units (as defined in the Company’s
2019 Stock Incentive Plan (as amended from time to time, the “2019 Plan”)) (each, an “OPI Equity Award”) in all
cases, on or after the date on which the Company receives net proceeds in connection with the applicable Qualifying Monetization Event,
subject to the participant’s continued employment through the grant date. The form of payment will be determined by the Committee
upon consideration of any recommendations from the Company’s Chief Executive Officer. All OPI Equity Awards will be granted under
the 2019 Plan. Allocation amounts for any participant who is not a named executive officer of the Company at time of grant, may be in
the form of a cash award (an “OPI Cash Award,” and together with the OPI Equity Awards, the “OPI Awards”). Payment
of an Allocation Amount may be made as a single OPI Award or as one or more separate OPI Awards.
Vesting and Forfeiture
of OPI Awards. OPI Awards will generally vest in three equal annual installments following the date of grant, subject to the participant’s
continued employment or service through the vesting date. In the event of a termination of a participant’s employment or service
with the Company Group for any reason, such participant’s OPI Award(s), to the extent unvested, will automatically be forfeited
and cancelled as of the date of such termination.
Initial Awards. On
November 2, 2023, the independent members of the Board, upon the recommendation of the Committee, unanimously approved initial awards
to our NEOs under the OPI Incentive Program in the following Designated Investments and initial Allocation Percentages for our NEOs in
such Designated Investments: Authentic Brands Group (“ABG”), ABG-SPG ES, LLC (Enterprise Solutions) (“ABG-SPG ES”),
SPARC Group (“SPARC”), JC Penney (“JCP”), Rue Gilt Group (“RGG”) and Jamestown (“Jamestown”).
These awards included the following initial Allocation Percentages for each NEO: David Simon – 40% for each of ABG, ABG-SPG ES and
SPARC, 30% for each of JCP and RGG, and 20% for Jamestown; Brian J. McDade - 7% for each of ABG, ABG-SPG ES, SPARC and JCP, and 15% for
Jamestown; Steven E. Fivel - 7% for each of ABG, ABG-SPG ES, SPARC and JCP, and 5% for Jamestown; John Rulli – 2% for each of ABG,
ABG-SPG ES, SPARC and JCP; and Adam J. Reuille – 2% for each of ABG, ABG-SPG ES, SPARC and JCP.
ITEM 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 8, 2023
|
SIMON PROPERTY GROUP, INC. |
|
|
|
|
By: |
/s/ Steven E. Fivel |
|
|
|
Steven E. Fivel |
|
|
|
Secretary and General Counsel |
Exhibit 10.1
AMENDED AND RESTATED
SIMON PROPERTY GROUP, INC.
OTHER PLATFORM INVESTMENT INCENTIVE PROGRAM
1. Purpose.
The purposes of this Amended and Restated Simon Property Group, Inc. Other Platform Investment Incentive Program (the “Program”)
is to attract, retain and incentivize certain executives and employees of Simon Property Group, Inc. (the “Company”)
and its subsidiaries, including Simon Property Group, L.P. (the “Partnership”), in connection with, and to recognize
the success of certain designated investments which are made by the Company outside of its historical core real estate business, by linking
a portion of their compensation to the monetization of such investments. This Program is effective as of November 2, 2023 (the “Effective
Date”). Effective as of the Effective Date, this Program amends and restates in its entirety that certain Other Platform Investment
Incentive Program adopted by the Company on March 20, 2023.
2. Definitions.
Capitalized terms not otherwise defined in the Program shall have the respective meanings set forth below.
(a) “2019
Plan” shall have the meaning set forth in Section 7(b).
(b) “Aggregate
Investment Condition” shall be deemed satisfied if, as of the date of a Monetization Event, the aggregate value of all Designated
Investments (with respect to which a Majority Monetization Event has not occurred prior to such Monetization Event) is in excess of an
amount equal to (x) the Company Group’s total investment in such Designated Investments as of the date of such Monetization
Event plus (y) an eight percent (8%) cumulative preferred return on the Company Group’s total investment in such Designated
Investments as of the date of such Monetization Event (reduced by any cash distributions received by the Company Group prior to such Monetization
Event), calculated annually through the date of such Monetization Event.
(c) “Allocation
Amount” shall have the meaning set forth in Section 6.
(d) “Allocation
Percentage” shall have the meaning set forth in Section 4.
(e) “Board”
means the Board of Directors of the Company.
(f) “Code”
shall have the meaning set forth in Section 8.
(g) “Committee”
shall mean the Compensation and Human Capital Committee of the Board.
(h) “Company
Group” shall mean the Company and the Partnership and their respective subsidiaries and affiliates.
(i) “Designated
Investment” shall mean each investment set forth on Addendum A attached hereto and each other investment (or pooled group
of investments) outside of the Company’s historical core real estate business that is designated as a Designated Investment by the
Committee from time to time. In determining which investments by the Company shall be designated as a Designated Investment, the Committee
shall consider recommendations by the Chief Executive Officer of the Company.
(j) “Majority
Monetization Event” shall mean a Monetization Event of at least a majority of the Company’s interests in a Designated
Investment, as determined by the Committee in its discretion.
(k) “Monetization
Event” shall mean any transaction or series of transactions in which the Company Group receives proceeds or consideration in
respect of a Designated Investment, as determined by the Committee, including, without limitation a sale, disposition or other transfer
of some or all of the Company’s interests in a Designated Investment (other than to a member of the Company Group), a recapitalization
or special dividend, or a change in control or similar transaction; provided, however, that a Monetization Event shall not include
the receipt by the Company Group of regular or ordinary dividends or distributions in respect of a Designated Investment.
(l) “Net
Proceeds” shall mean the aggregate proceeds or consideration received by the Company Group from a Monetization Event, net of
all amounts paid by the Company in respect of the Designated Investment, less any costs paid or incurred as a result of such Monetization
Event, as determined conclusively by the Committee and calculated upon the consummation of such Monetization Event.
(m) “OPI
Awards” shall have the meaning set forth in Section 7(b).
(n) “OPI
Cash Award” shall have the meaning set forth in Section 7(b).
(o) “OPI
Equity Award” shall have the meaning set forth in Section 7(b).
(p) “Partial
Monetization Event” shall mean a Monetization Event that is not a Majority Monetization Event.
(q) “Participant”
shall mean an executive or employee of the Company Group approved by the Committee to be a Participant under the Program.
(r) “Pool”
shall have the meaning set forth in Section 5(a).
(s) “Pool
Amount” shall have the meaning set forth in Section 5(a).
(t) “Pool
Funding Hurdle” shall mean, with respect to a Designated Investment, an amount equal to the sum of (i) the Company Group’s
net remaining cash investment as of the consummation of the Monetization Event of such Designated Investment, plus (ii) eight
percent (8%) of the cumulative preferred return on the Company Group’s total investment in such Designated Investment as of the
date of the consummation of such Monetization Event (reduced by any cash distributions received by the Company Group prior to such Monetization
Event), calculated annually through the date of such Monetization Event.
(u) “Reserved
Pool” shall have the meaning set forth Section 5(b).
(v) “Qualifying
Monetization Event” shall have the meaning set forth in Section 5(a).
(w) “Qualifying
Partial Monetization Event” shall have the meaning set forth in Section 5(b).
(x) “Unused
Pool Reallocation” shall have the meaning set forth in Section 4.
3. Administration.
The Program shall be administered by the Committee, which shall have the authority to establish from time to time such regulations, and
make all such determinations, as the Committee deems necessary or advisable for the administration of the Program. The Committee shall
have the sole responsibility for the administration of this Program and shall have the exclusive right to interpret the provisions of
this Program and to determine any question arising hereunder or in connection with the administration of this Program, including the remedying
of any omission, inconsistency, or ambiguity, and its decision or action in respect thereof shall be final, conclusive, and binding upon
any and all Participants. The Committee may, in its sole discretion and by appropriate resolution, delegate its responsibilities under
this Section 3 to any member of the Committee or of the Board.
4. Eligibility;
Allocation Percentage. With respect to each Designated Investment, prior to a Qualifying Monetization Event or Qualifying Partial
Monetization Event of such Designated Investment, the Committee shall determine the Participants and their respective percentage allocations
(each, an “Allocation Percentage”) of (a) the Pool established by the Committee in connection with a Qualifying
Monetization Event or (b) the Reserved Pool that will be established in connection with a Qualifying Partial Monetization Event.
The Chief Executive Officer of the Company shall recommend eligible Participants and their respective Allocation Percentages to the Committee,
other than with respect to his or her own participation and Allocation Percentage. Participants and their respective Allocation Percentages
with respect to Designated Investments as of the Effective Date are set forth on Addendum B. Participants and Allocation Percentages
with respect to Designated Investments made after the Effective Date shall be determined by the Committee or, with respect to future or
additional individuals who are not Participants with respect to Designated Investments made prior to the Effective Date, may be determined
by the Committee from time to time prior to a Monetization Event or Majority Monetization Event with respect to such Designated Investment.
Notwithstanding the foregoing, with respect to any Designated Investment, in the event that a Qualifying Monetization Event occurs and
less than 100% of the Pool has been allocated to Participants, the unallocated portion of such Pool shall thereupon automatically be reallocated
to Participants who have an Allocation Percentage in such Designated Investment on a pro rata basis, and each Participant’s Allocation
Percentage shall be increased accordingly (an “Unused Pool Reallocation”); provided, however,
that notwithstanding the foregoing, any unallocated portion of such Pool attributable to reductions made by the Committee pursuant to
Section 6 below shall not be reallocated to Participants and shall instead be retained by the Company Group.
5. Calculation
of Pool.
(a) Monetization
Event. If, upon a Majority Monetization Event of a Designated Investment, the Aggregate Investment Condition is satisfied and the
Net Proceeds are at least equal to the Pool Funding Hurdle (a “Qualifying Monetization Event”), then the Committee
shall establish a pool (the “Pool”) equal to 9.9% of (x) the Net Proceeds received by the Company in connection
with the consummation of such Monetization Event less (y) the Pool Funding Hurdle (the “Pool Amount”).
(b) Partial
Monetization Event. If, upon a Partial Monetization Event of a Designated Investment, the Net Proceeds are at least equal to the Pool
Funding Hurdle (a “Qualifying Partial Monetization Event”), then the Committee shall establish and reserve a pool (the
“Reserved Pool”) in an amount equal to the Pool Amount, calculated in accordance with Section 5(a) above.
If, following a Qualifying Partial Monetization Event, there is a Monetization Event or another Partial Monetization Event with respect
to the same Designated Investment that, together with any such Qualifying Partial Monetization Event, results in a Qualifying Monetization
Event, the Committee shall add the Reserved Pool to the Pool that is established and calculated in accordance with Section 5(a) above.
For the avoidance of doubt, in no event shall any Reserved Pool result in a duplication or double counting for purposes of the Pool Amount
determined under Section 5(a).
6. Allocation
Amounts. If a Qualifying Monetization Event occurs, then, promptly following the Committee’s establishment of the Pool in accordance
with Section 5(a) above, Committee shall determine each Participant’s allocation of the Pool (the “Allocation
Amount”) by multiplying such Participant’s Allocation Percentage by the Pool Amount. To the extent that a Qualifying Partial
Monetization Event had previously occurred with respect to the same Designated Investment, the Committee shall include (without duplication)
in each Participant’s Allocation Amount an amount equal to the product obtained by multiplying such Participant’s Allocation
Percentage by the Reserved Pool. Notwithstanding anything contained herein, the Committee may in its sole discretion reduce (but not increase,
except pursuant to an Unused Pool Reallocation) a Participant’s Allocation Amount at any time at or prior to the calculation thereof,
and the amounts attributable to any such reduction(s) to Participants’ Allocation Amounts shall be retained by the Company
Group.
7. Payment
of Allocation Amount.
(a) Timing
of Payment. Payments to Participants of their respective Allocation Amounts shall be made on a date or dates determined by the Committee
on or after the date on which the Net Proceeds have been received by the Company in connection with the applicable Qualifying Monetization
Event, subject to the applicable Participant’s employment with the Company Group on the applicable grant date. Unless otherwise
determined by the Committee, in the event that a Participant’s employment with the Company Group terminates for any reason prior
to the date on which the payment of such Participant’s Allocation Amount is made, such Participant shall forfeit and cease to have
any right or interest with respect to such Allocation Amount or any OPI Award in respect thereof. Payment of an Allocation Amount may
be made as a single OPI Award or as one or more separate OPI Awards and any such OPI Award may be made at or any time after the date on
which such Net Proceeds are received by the Company, in each case as determined by the Committee in its discretion.
(b) Form of
Payment. The payment of Participants’ Allocation Amounts may be in the form of restricted stock awards covering shares of the
Company’s common stock, restricted stock units covering shares of the Company’s common stock, or LTIP Units (as defined in
the 2019 Plan) (each, an “OPI Equity Award”), or, solely in the case of an individual who is not a “named executive
officer” of the Company at the time of grant, cash (each, a “OPI Cash Award,” and together with OPI Equity Awards,
“OPI Awards”), in each case as determined by the Committee in its discretion. The form of payment may differ among
Participants and among Designated Investments. In determining the form of such payments, the Committee shall consider recommendations
by the Chief Executive Officer of the Company. Each OPI Equity Award shall be granted under the Partnership’s 2019 Stock Incentive
Plan (as may be amended and restated from time to time, or any successor plan the “2019 Plan”) and shall cover a number
of shares or units, as applicable, determined by dividing the applicable Participant’s Allocation Amount by the Fair Market Value
(as defined in the 2019 Plan) as of the applicable date of grant. All OPI Equity Awards shall be subject to the terms and conditions of
the 2019 Plan and an award agreement thereunder.
(c) Vesting.
Unless otherwise determined by the Committee, subject to Section 7(d) below, each OPI Award granted in accordance with
this Section 7 shall vest in three equal annual installments following the applicable date of issuance, subject to the Participant’s
continued employment or service through the vesting date.
(d) Forfeiture.
In the event of a termination of a Participant’s employment or service with the Company Group for any reason, such Participant’s
OPI Award(s), to the extent unvested, will automatically be forfeited and cancelled as of the date of such termination.
8. Section 409A.
The provisions regarding all payments to be made hereunder shall be interpreted in such a manner that all such payments either comply
with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or are exempt from the requirements
of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code or as otherwise provided
by Section 409A of the Code. To the extent that any amounts payable hereunder are determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code, such amounts shall be subject to such additional rules and
requirements as specified by the Committee from time to time in order to comply with Section 409A of the Code and the payment of
any such amounts may not be accelerated or delayed except to the extent permitted by Section 409A of the Code. The Company makes
no representation or warranty and shall have no liability to any Participant or any other person if any payments under any provisions
of this Program are determined to constitute deferred compensation under Section 409A of the Code that are subject to the additional
tax under Section 409A of the Code.
9. Amendment
or Termination of Program. Except as otherwise provided herein (including, without limitation, the Committee’s ability to discontinue
the Program or any Designated Investment’s inclusion in the Program), the Committee may amend or terminate this Program at any time
or from time to time.
10. Limitation
of Liability. Subject to its obligation to make payments as provided for hereunder, neither the Company, nor any person acting on
its behalf shall be liable for any act performed or the failure to perform any act with respect to this Program, except in the event that
there has been a judicial determination of willful misconduct on the part of the Company or such person. The Company is not under any
obligation to fund any of the payments required to be made hereunder in advance of their actual payment or to establish any reserves with
respect to this Program.
11. Miscellaneous.
(a) No
Contract for Continuing Services. This Program shall not be construed as creating any contract for continued services between
the Company or any member of the Company Group or any of their respective subsidiaries or affiliates and any Participant and nothing herein
contained shall give any Participant the right to be retained as an employee of the Company, any member of the Company Group entity or
any of their respective subsidiaries or affiliates.
(b) Clawback.
All awards and amounts payable under this Program shall be subject to any clawback or compensation recovery policy adopted by the Company
from time to time.
(c) Unfunded
Program. The Program shall be unfunded and shall not create (or be construed to create) a trust or separate fund. Likewise, the Program
shall not establish any fiduciary relationship between the Company or any of its subsidiaries or affiliates and any Participant. To the
extent that any Participant holds any rights by virtue of an award under the Program, such right shall be no greater than the right of
an unsecured general creditor of the Company or any of its subsidiaries.
(d) Governing
Law. The Program shall be construed in accordance with and governed by the laws of the state of Delaware, without regard to principles
of conflict of laws of such state.
(e) Tax
Withholding. The Company shall have the right to deduct from all payments hereunder any taxes required by law to be withheld with
respect to such payments.
(f) Effect
on Other Plans. Nothing in this Program shall be construed to limit the rights of Participants under the benefit plans, programs or
policies of the Company Group.
(g) Benefits
and Burdens. This Program shall inure to the benefit of and be binding upon the Company and the Participants, their respective successors,
executors, administrators, heirs and permitted assigns.
(h) Enforceability.
If any portion or provision of this Program shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction,
then the remainder of this Program, or the application of such portion or provision in circumstances other than those as to which it is
so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Program shall be valid and
enforceable to the fullest extent permitted by law.
(i) Waiver.
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party
to require the performance of any term or obligation of this Program, or the waiver by any party of any breach of this Program, shall
not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
(j) Notices.
Any notices, requests, demands, and other communications provided for by this Program shall be sufficient if in writing and delivered
in person or sent by registered or certified mail, postage prepaid, to a Participant at the last address the Participant has filed in
writing with the Company, or to the Company at their main office, attention of the Committee.
Addendum A
Designated Investments
| 1. | ABG/SPARC, consisting of: |
| ii. | ABG-SPG ES, LLC (Enterprise Solutions) |
Addendum B
[Intentionally Omitted]
v3.23.3
Cover
|
Nov. 08, 2023 |
Document Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Nov. 08, 2023
|
Entity File Number |
001-14469
|
Entity Registrant Name |
SIMON
PROPERTY GROUP, INC.
|
Entity Central Index Key |
0001063761
|
Entity Tax Identification Number |
04-6268599
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
225 West Washington Street
|
Entity Address, City or Town |
Indianapolis
|
Entity Address, State or Province |
IN
|
Entity Address, Postal Zip Code |
46204
|
City Area Code |
317
|
Local Phone Number |
636-1600
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
false
|
Common Stock [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Common
stock, $0.0001 par value
|
Trading Symbol |
SPG
|
Security Exchange Name |
NYSE
|
Series J Preferred Stock [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
83/8%
Series J Cumulative Redeemable Preferred Stock, $0.0001 par value
|
Trading Symbol |
SPGJ
|
Security Exchange Name |
NYSE
|
X |
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