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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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).
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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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 8, 2021, the Board of Directors (the “Board”) of Simon Property Group, Inc. (the “Company”), upon recommendation of its Governance and Nominating Committee, appointed Ms. Peggy Fang Roe to the Board, with a term set to expire at the Company’s 2022 annual meeting of stockholders. The appointment of Ms. Roe increases the size of the Board to fourteen members. The Governance and Nominating Committee and the Board have determined that Ms. Roe is Independent under the Company’s Governance Principles and in accordance with the rules adopted by the Securities and Exchange Commission. There are no arrangements or understandings between Ms. Roe and any other persons pursuant to which Ms. Roe was appointed a director of the Company.
As a non-employee director, Ms. Roe will participate in the non-employee director compensation arrangements described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2021 and incorporated herein by reference. In addition, it is expected that she will enter into the Company’s standard form of director indemnity agreement. The form of the indemnity agreement was filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 13, 1998 and is incorporated herein by reference.
A copy of the Company’s press release announcing the appointment of Ms. Roe to the Board is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
Financial Statements:
| None | ||
| Exhibits: | ||
| Exhibit No. | Description | |
| 99.1 | Press Release, dated December 8, 2021 issued by Simon Property Group, Inc. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). | |
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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 thereunto duly authorized.
Dated: December 8, 2021
| SIMON PROPERTY GROUP, INC. | ||
| By: | /s/ STEVEN E. FIVEL | |
| Steven E. Fivel, | ||
| Secretary and General Counsel | ||
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