Current Report Filing (8-k)
May 12 2022 - 4:21PM
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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) May 11, 2022
SIMON
PROPERTY GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
001-14469 |
04-6268599 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
225
West Washington Street
Indianapolis,
Indiana
46204 |
(Address
of principal executive offices) |
(317)
636-1600
(Registrant’s
telephone number, including area code)
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
Symbols |
|
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 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 5.07 | Submission of Matters to a Vote of Security Holders |
At the 2022 Annual Meeting of shareholders of Simon Property
Group, Inc. (the “Company”), held on May 11, 2022, the Company’s shareholders voted on the following business items
which were set forth in the notice for the meeting:
Proposal 1 — Election of Directors: a proposal to elect
eleven (11) directors each for a one-year term ending at the 2023 Annual Meeting of Shareholders. All of the nominees for director received
the requisite votes to be elected;
Proposal 2 — Advisory Vote to
Approve the Compensation of our Named Executive Officers: a proposal to approve, on an advisory basis, the compensation of the Company’s
Named Executive Officers as disclosed in the Company’s proxy statement received over 93% of the votes cast; and
Proposal 3 — Ratification of Independent Registered
Public Accounting Firm: a proposal to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent
registered public accounting firm for 2022 received the requisite votes to be ratified.
The vote tabulation for each proposal is as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposal 1 — Election of Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTE |
Glyn F. Aeppel | |
249,404,738 | |
7,620,984 | |
584,593 | |
25,128,130 |
Larry C. Glasscock | |
241,439,159 | |
15,582,932 | |
588,224 | |
25,128,130 |
Karen N. Horn, Ph.D. | |
209,925,822 | |
45,761,591 | |
1,922,902 | |
25,128,130 |
Allan Hubbard | |
239,305,452 | |
17,716,119 | |
588,744 | |
25,128,130 |
Reuben S. Leibowitz | |
222,800,802 | |
34,224,311 | |
585,202 | |
25,128,130 |
Gary M. Rodkin | |
246,443,177 | |
10,578,360 | |
588,778 | |
25,128,130 |
Peggy Fang Roe | |
255,898,491 | |
1,139,852 | |
571,972 | |
25,128,130 |
Stefan M. Selig | |
248,958,104 | |
8,066,405 | |
585,806 | |
25,128,130 |
Daniel C. Smith, Ph.D. | |
245,574,208 | |
11,450,616 | |
585,491 | |
25,128,130 |
J. Albert Smith, Jr. | |
223,289,245 | |
33,722,165 | |
598,905 | |
25,128,130 |
Marta R. Stewart | |
255,705,622 | |
1,328,138 | |
576,555 | |
25,128,130 |
The voting trustees who vote the Company’s Class B common
stock voted all 8,000 outstanding Class B shares for the election of the following three (3) persons as directors:
David Simon
Herbert Simon
Richard S. Sokolov
Proposal 2 — Advisory Vote to Approve the Compensation of our Named
Executive Officers
|
|
|
|
|
|
|
BROKER |
|
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
NON-VOTE |
|
|
240,071,798 |
|
16,672,924 |
|
865,593 |
|
25,128,130 |
|
Proposal 3 — Ratification of Independent Registered Public Accounting Firm
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
|
274,463,173 |
8,100,732 |
|
174,540 |
|
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 hereunto duly authorized.
Dated: May 12, 2022
|
SIMON PROPERTY GROUP, INC. |
|
|
|
By: |
/s/
Steven E. Fivel |
|
|
Name: Steven E. Fivel |
|
|
Title: General Counsel and Secretary |
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