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 15, 2014

 

Simon Property Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

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))

 

 

 

ITEM 5.07                                  Submission of Matters to a Vote of Security Holders

 

At the 2014 Annual Meeting of Stockholders held on May 15, 2014, 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 ten (10) directors each for a one-year term ending at the 2015 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 and Approval of the Company’s 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 95% of the votes cast;

 

Proposal 3 — Ratification and Approval of the Amended and Restated 1998 Stock Incentive Plan received more than 97% 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 2014.

 

The vote tabulation for each proposal is as follows:

 

Proposal 1 — Election of Directors

 

Nominee		For		Against		Abstain		Broker Non-Vote
Melvyn E. Bergstein		259,262,225		4,697,228		219,059		11,490,111
Larry C. Glasscock		263,246,746		716,297		215,469		11,490,111
Karen N. Horn, Ph.D.		235,249,153		28,719,314		210,045		11,490,111
Allan Hubbard		260,611,444		3,348,990		218,078		11,490,111
Reuben S. Leibowitz		260,924,147		3,039,758		214,607		11,490,111
Daniel C. Smith, Ph.D.		260,636,210		3,329,529		212,773		11,490,111
J. Albert Smith, Jr.		261,521,908		2,442,882		213,722		11,490,111

 

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 and Approval of the Company’s Executive Compensation

 

For		Against		Abstain		Broker Non-Votes
251,999,185		11,891,013		288,314		11,490,111

 

Proposal 3 — Ratification and Approval of the Amended and Restated 1998 Stock Incentive Plan

 

For		Against		Abstain		Broker Non-Votes
257,675,440		6,205,805		297,267		11,490,111

 

Proposal 4 — Ratification of Independent Registered Public Accounting Firm

 

For		Against		Abstain
273,312,544		2,144,065		212,014

 

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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 15, 2014
	SIMON PROPERTY GROUP, INC.
	By:	/s/ James M. Barkley
		Name:	James M. Barkley
		Title:	General Counsel and Secretary

 

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