Simon Property Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect thirteen directors to the Board to serve until the next annual meeting (including eleven independent director nominees elected by holders of voting shares and two directors to be elected by the voting trustee who votes the Class B common stock).

2. 2

   Advisory Vote to Approve the Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   Non-binding advisory (“Say-on-Pay”) vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis and Executive Compensation Tables for 2025.

   More detail

   This proposal is a non-binding advisory vote asking shareholders to approve the overall compensation of the Company’s Named Executive Officers as disclosed in the proxy statement. Management is seeking shareholder support to confirm that the Company’s pay programs—anchored in a pay-for-performance philosophy and comprising formulaic annual cash incentives, performance-based LTIP units, time-based RSUs, a Corporate ICP, and the A&R OPI Program—are aligned with long-term shareholder value. The Compensation Committee frames this vote in the context of strong 2025 financial results, including record FFO, dividend returns and TSR, while acknowledging that the 2025 say‑on‑pay outcome reflected investor concern about the relative magnitude of a single transaction-based outcome (the ABG monetization) rather than the design of the programs themselves. In response, the Committee exercised conservative discretion—declining to reallocate unallocated portions of the formulaic pool and extending vesting for certain awards—to reduce near-term realizable pay and strengthen retention. The Committee also pursued extended shareholder engagement, incorporated feedback into enhanced disclosures, and emphasized that structural safeguards (formulaic funding, equity-only delivery, hard caps, multi‑year vesting, and clawback policies) limit excessive payouts. The Board recommends approval because it believes the compensation mix aligns executives’ interests with shareholders, preserves incentives for long-term value creation, and is subject to robust governance and oversight by an independent Compensation Committee and independent consultant. A vote FOR supports management’s continued use of these compensation structures while signaling investor affirmation of the Company’s current governance and incentive practices; a vote AGAINST would signal continued shareholder dissatisfaction and could prompt further program adjustments. The advisory nature of the vote means the Board will consider results and continued investor engagement when making future compensation decisions.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.

4. 4

   Other Business

   Management

   Consideration of any other matters that may properly come before the meeting or any adjournments or postponements of the meeting.

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When is the Simon Property Group Inc 2026 annual meeting?

Simon Property Group Inc (SPG) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.

What is the record date for the Simon Property Group Inc 2026 meeting?

The record date for the Simon Property Group Inc 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Simon Property Group Inc's 2026 meeting?

The board is presenting 13 director nominees at the Simon Property Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Simon Property Group Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Simon Property Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.