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)

 

Delaware

 

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:

 

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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Exhibit 99.1

 

 

Investor Contact:
Tom Ward
317-685-7330

Media Contacts:
Les Morris
317-263-7711

 

FOR IMMEDIATE RELEASE

 

SIMON PROPERTY GROUP ANNOUNCES APPOINTMENT OF STEFAN M. SELIG TO BOARD OF DIRECTORS

 

INDIANAPOLIS, November 10, 2017 — Simon, a global leader in premier shopping, dining and entertainment destinations, announced today that Stefan M. Selig has been appointed to its Board of Directors.

 

Mr. Selig is a highly accomplished banker and senior executive who has served in prominent leadership roles in both the private and public sectors. Throughout his career, he has built a reputation as a trusted advisor to his clients and is recognized for his experience and judgment in providing strategic and financial advice to leading companies and investors on a wide range of critical issues.

 

“We are delighted to welcome Stefan Selig to the Simon Board of Directors,” said Karen Horn, Chairperson of Simon’s Governance and Nominating Committee.  “Stefan possesses the experience and skills that our board of directors has previously identified as necessary and desirable.” David Simon, Chairman of the Board and Chief Executive Officer, remarked “Stefan’s experience in finance, international business and real estate will make him a valuable contributor to our board.”

 

About Stefan M. Selig

 

Stefan M. Selig was appointed to the Board of Directors of the Company effective November 10, 2017.  In addition to serving on Simon’s board, Mr. Selig is the founder of BridgePark Advisors LLC and serves as the Lead Independent Director of the board of directors for Safety, Income & Growth Inc.  Mr. Selig served as Undersecretary of Commerce for International Trade for the U.S. Department of Commerce from June 2014 to June 2016.  Prior to this, Mr. Selig was with Bank of America Merrill Lynch from March 1999 to May 2014, ultimately serving as Executive Vice Chairman of Global Corporate and Investment Banking.

 



 

Mr. Selig has previously served as a member of the board of directors of Lincoln Center for the Performing Arts and of Services for the Under Served. He is a member of the Council on Foreign Relations and the Committee for Economic Development (CED).