Simon Property (NYSE: SPG) holders back directors, pay and auditor

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Simon Property Group, Inc. reported results from its 2026 annual shareholders’ meeting. Shareholders elected eleven directors to serve until the 2027 annual meeting, with each nominee receiving more votes "for" than "against." The voting trustee also cast all 8,000 outstanding Class B common shares in favor of electing Eli Simon and Richard S. Sokolov as directors.

Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 191,490,165 votes for, 83,587,104 against and 942,372 abstentions, plus 18,859,613 broker non-votes. They also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for 2026, with 278,241,875 votes for, 16,487,065 against and 150,314 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay votes for: 191,490,165 votes Say-on-pay votes against: 83,587,104 votes Say-on-pay broker non-votes: 18,859,613 votes +5 more

8 metrics

Say-on-pay votes for 191,490,165 votes Advisory vote on executive compensation at 2026 annual meeting

Say-on-pay votes against 83,587,104 votes Advisory vote on executive compensation at 2026 annual meeting

Say-on-pay broker non-votes 18,859,613 votes Advisory vote on executive compensation at 2026 annual meeting

Auditor ratification votes for 278,241,875 votes Ratification of Ernst & Young LLP for 2026

Auditor ratification votes against 16,487,065 votes Ratification of Ernst & Young LLP for 2026

Class B shares voted 8,000 shares Voting trustee support for election of Eli Simon and Richard S. Sokolov

Votes for director Nina P. Jones 273,189,865 votes Election of director at 2026 annual meeting

Votes for director Marta R. Stewart 271,694,426 votes Election of director at 2026 annual meeting

Key Terms

broker non-vote, advisory vote, independent registered public accounting firm, Class B common stock, +1 more

5 terms

broker non-vote financial

"BROKER NON-VOTE 191,490,165 | | 83,587,104 | | 942,372 | | 18,859,613"

advisory vote financial

"Proposal 2 - Advisory Vote to Approve the Compensation of our Named Executive Officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

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

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Class B common stock financial

"The voting trustee who votes the Company’s Class B common stock voted all 8,000 outstanding Class B shares"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/15/2026 - 10:14 AM

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): May 13, 2026

SIMON PROPERTY GROUP, INC.

(Exact name of registrant as specified in its charter)

Indiana	001-14469	04-6268599
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

225 West Washington Street
Indianapolis, Indiana		46204
(Address of principal executive offices)		(Zip Code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.0001 par value	SPG	New York Stock Exchange
8³/₈% Series J Cumulative Redeemable Preferred Stock, $0.0001 par value	SPGJ	New York Stock Exchange

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 ¨

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. ¨

ITEM 5.07 Submission of Matters to a Vote of Security Holders

The 2026 Annual Meeting of shareholders of Simon Property Group, Inc. (the “Company”), was held on May 13, 2026 (the “Meeting”).

The vote tabulation for each proposal considered at the Meeting is as follows:

Proposal 1 - Election of Directors

The Company’s shareholders elected each of the following directors to serve until the Company’s 2027 annual meeting of shareholders and until their successors have been duly elected and qualified by the following votes:

	FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
Glyn F. Aeppel	241,694,842	33,604,264	720,535	18,859,613
Martin J. Cicco	274,282,526	1,007,486	729,629	18,859,613
Larry C. Glasscock	254,053,957	21,231,949	733,735	18,859,613
Nina P. Jones	273,189,865	2,116,230	713,546	18,859,613
Reuben S. Leibowitz	250,569,867	24,703,016	746,758	18,859,613
Randall J. Lewis	273,152,875	2,144,178	722,588	18,859,613
Gary M. Rodkin	265,125,478	10,171,460	722,703	18,859,613
Peggy Fang Roe	265,527,365	9,284,229	1,208,047	18,859,613
Stefan M. Selig	270,972,868	4,303,478	743,295	18,859,613
Daniel C. Smith, Ph.D.	262,609,402	12,667,524	742,715	18,859,613
Marta R. Stewart	271,694,426	3,608,920	716,295	18,859,613

The voting trustee who votes the Company’s Class B common stock voted all 8,000 outstanding Class B shares for the election of the following two (2) persons as directors:

	FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
Eli Simon	8,000	0	0	0
Richard S. Sokolov	8,000	0	0	0

Proposal 2 - Advisory Vote to Approve the Compensation of our Named Executive Officers

The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the following votes:

			BROKER
FOR	AGAINST	ABSTAIN	NON-VOTE
191,490,165	83,587,104	942,372	18,859,613

Proposal 3 - Ratification of Independent Registered Public Accounting Firm

The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 by the following votes:

FOR		AGAINST		ABSTAIN
278,241,875	16,487,065			150,314

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: May 15, 2026

	SIMON PROPERTY GROUP, INC.

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Simon Property Group (SPG) shareholders decide at the 2026 annual meeting?

Shareholders elected eleven directors, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent auditor for 2026. The voting trustee also elected two directors using all 8,000 outstanding Class B common shares.

How did Simon Property Group (SPG) shareholders vote on executive compensation?

Shareholders approved the compensation of named executive officers on an advisory basis, with 191,490,165 votes for, 83,587,104 against, 942,372 abstentions, and 18,859,613 broker non-votes. This advisory vote expresses shareholder views on the company’s pay practices.

Were all director nominees elected at Simon Property Group’s 2026 meeting?

All listed director nominees were elected to serve until the 2027 annual meeting, each receiving more "for" votes than "against." In addition, the voting trustee used all 8,000 outstanding Class B common shares to elect Eli Simon and Richard S. Sokolov as directors.

Which audit firm did Simon Property Group (SPG) shareholders ratify for 2026?

Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for 2026, with 278,241,875 votes for, 16,487,065 against, and 150,314 abstentions. Ratification confirms shareholder support for Ernst & Young LLP’s appointment as the company’s auditor.

What are broker non-votes in Simon Property Group’s 2026 voting results?

Broker non-votes are shares held in street name where the broker did not receive voting instructions on non-routine proposals. The report shows 18,859,613 broker non-votes for certain items, meaning those shares were not counted as for, against, or abstain on those proposals.

Filing Exhibits & Attachments

4 documents