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): November 10, 2017

 

Simon Property Group, Inc.
(Exact name of registrant as specified in its charter)

 

 

 

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 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 10, 2017, the Board of Directors (the “Board”) of Simon Property Group, Inc. (the “Company”), upon recommendation of its Governance and Nominating Committee, appointed Mr. Stefan M. Selig to the Board, with a term set to expire at the Company’s 2018 annual meeting of stockholders.  The appointment of Mr. Selig increases the size of the Board to twelve members.  The Governance and Nominating Committee and the Board have determined that Mr. Selig is Independent under the Company’s Governance Principles and an “audit committee financial expert” in accordance with the rules adopted by the Securities and Exchange Commission.  Mr. Selig has been appointed to the Company’s Audit Committee. There are no arrangements or understandings between Mr. Selig and any other persons pursuant to which Mr. Selig was appointed a director of the Company.

 

As a non-employee director, Mr. Selig 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 31, 2017 and incorporated herein by reference. In addition, it is expected that he 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 Mr. Selig to the Board is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.

 

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ITEM 9.01           Financial Statements and Exhibits.

 

Exhibit No.		Description
Exhibit 99.1		Press release, dated November 10, 2017, issued by Simon Property Group, Inc.

 

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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.

 

Date: November 13, 2017

 

SIMON PROPERTY GROUP, INC.

 

	By:	/s/ Steven E. Fivel
		Steven E. Fivel
		Secretary and General Counsel

 

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