SPG-J Simon Property Group Inc

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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.​

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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.

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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

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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.

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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.

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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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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.

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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exhibit high standards of independent judgment and integrity;

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

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have a strong record of achievements;

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have an understanding of our business and the competitive environment in which we operate; and

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be committed to enhancing shareholder value on a long-term basis and have sufficient time to carry out their duties.

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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.

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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.

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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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.

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.

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

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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.

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.

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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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.

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.

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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.

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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.

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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.

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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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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.

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As of March 15, 2022, the existing directors and executive officers identified below:

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

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Owned beneficially the indicated number and percentage of units of the Operating Partnership which are exchangeable for common

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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.

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