8-K 1 a17-12771_18k.htm 8-K

 

 

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 10, 2017

 

Simon Property Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-14469

 

04-6268599

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

225 W. Washington Street

Indianapolis, IN 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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 o

 

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. o

 

 

 



 

ITEM 5.07           Submission of Matters to a Vote of Security Holders

 

At the 2017 Annual Meeting of Stockholders held on May 10, 2017, the Company’s stockholders 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 2018 Annual Meeting of Stockholders, including three (3) persons elected as directors by the voting trustees who vote the Class B common stock. All of the nominees for director received the requisite votes to be elected;

 

Proposal 2 — Advisory Vote on the Frequency of Executive Compensation Advisory Votes:  a proposal requesting stockholders to express their preference on the frequency of future advisory votes on executive compensation;

 

Proposal 3 — Advisory Vote to Approve Executive Compensation:  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 in excess of 88.0% of the votes cast; and

 

Proposal 4 — 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 2017.

 

The vote tabulation for each proposal is as follows:

 

Proposal 1 — Election of Directors

 

 

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTE

Glyn F. Aeppel

 

273,373,914

 

1,839,996

 

74,900

 

10,864,083

Larry C. Glasscock

 

273,114,921

 

1,897,842

 

276,047

 

10,864,083

Karen N. Horn, Ph.D.

 

265,953,701

 

9,258,450

 

76,659

 

10,864,083

Allan Hubbard

 

270,714,360

 

4,496,290

 

78,160

 

10,864,083

Reuben S. Leibowitz

 

267,298,527

 

7,795,880

 

194,403

 

10,864,083

Gary M. Rodkin

 

269,057,608

 

6,154,007

 

77,195

 

10,864,083

Daniel C. Smith, Ph.D.

 

270,839,807

 

4,372,597

 

76,406

 

10,864,083

J. Albert Smith, Jr.

 

249,657,577

 

25,554,024

 

77,209

 

10,864,083

 

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 on the Frequency of Executive Compensation Advisory Votes

 

ONE YEAR

 

TWO YEARS

 

THREE YEARS

 

ABSTAIN

 

BROKER
NON-VOTE

266,834,605

 

170,240

 

8,141,088

 

142,877

 

10,864,083

 

Proposal 3 — Advisory Vote to Approve Executive Compensation

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTES

242,481,404

 

32,307,291

 

500,115

 

10,864,083

 

Proposal 4 — Ratification of Independent Registered Public Accounting Firm

 

FOR

 

AGAINST

 

ABSTAIN

282,760,505

 

3,276,242

 

116,146

 

2



 

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 10, 2017

 

 

 

 

SIMON PROPERTY GROUP, INC.

 

 

 

 

 

By:

/s/ Steven E. Fivel

 

 

Name:

Steven E. Fivel

 

 

Title:

General Counsel and Secretary

 

3