Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed in the Current Report on Form 8-K filed by Simon Property Group, Inc.…
Filed May 15, 2026Accepted May 15, 2026, 10:19 AM EDTCIK 1063761Accession 0001104659-26-062019
Simon® is a real estate investment trust engaged in the ownership of premier shopping, dining, entertainment and mixed-use destinations (Simon Property Group, NYSE: SPG). Our properties across North America, Europe and Asia provide community gathering places for millions of people every day and generate billions in annual sales.
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Item 5.02Item 5.02 - Departure/Election of Directors
ITEM 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Current Report on Form 8-K filed
by Simon Property Group, Inc. (the “Company”), on March 24, 2026, the Company’s Board of Directors (the “Board”)
appointed Eli Simon to serve as Chief Executive Officer and President of the Company, effective March 23, 2026 (the “Appointment”).
At the time of the Appointment, the Board had not yet approved any changes to Mr. Simon’s compensation.
On May 13, 2026, the independent members of the Board, acting
on the recommendation of the Compensation and Human Capital Committee, approved an award under the 2026 LTI Program (the “2026 Unit
Awards”), in the form of LTIP units and restricted stock units, to Mr. Simon in connection with the Appointment. The 2026 Unit
Awards have a grant date fair market value of $2,500,000, based on the closing price of our common stock as reported by the NYSE on May 13,
2026, taking into account performance conditions.
The material terms and conditions of the 2026 LTI Program, applicable
to the 2026 Unit Awards, are described in, and the Form of Series 2026 LTIP Unit Award Agreement and the Certificate of Designation
of Series 2026 LTIP Unit of Simon Property Group, L.P., are filed as Exhibits 10.3 and 10.4, respectively, to, the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission
on May 11, 2026, and are incorporated herein by reference.
No other components of Mr. Simon’s compensation have been
changed in connection with the Appointment.