Simon Property Group (SPG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, to address director elections, executive compensation, auditor ratification, and a proposal to redomesticate the company to Indiana.

• 2024 was a record-breaking year with strong financial performance, increased dividends, and significant capital raised.

• Shareholder engagement and governance enhancements were emphasized, with direct outreach to major shareholders and responsive changes to compensation programs.

Voting matters and shareholder proposals

• Election of 13 directors, including 3 by Class B common stock voting trustees.

• Advisory vote on executive compensation (Say-on-Pay).

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Approval of redomestication to Indiana by conversion.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board is majority independent, with 77% independent directors and a median tenure of 8.5 years.

• Lead Independent Director has significant authority; board committees are fully independent.

• Annual board and committee evaluations, regular executive sessions, and robust succession planning.

• Shareholder engagement directly informs governance and compensation practices.