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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): December 8, 2021

 

SIMON PROPERTY GROUP, INC.

 

(Exact name of registrant as specified in its charter)

 

Delaware 001-14469 04-6268599
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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))

 

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.  ¨

 

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

 

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

 

 

 

 

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

 

On December 8, 2021, the Board of Directors (the “Board”) of Simon Property Group, Inc. (the “Company”), upon recommendation of its Governance and Nominating Committee, appointed Ms. Peggy Fang Roe to the Board, with a term set to expire at the Company’s 2022 annual meeting of stockholders.  The appointment of Ms. Roe increases the size of the Board to fourteen members.  The Governance and Nominating Committee and the Board have determined that Ms. Roe is Independent under the Company’s Governance Principles and in accordance with the rules adopted by the Securities and Exchange Commission.  There are no arrangements or understandings between Ms. Roe and any other persons pursuant to which Ms. Roe was appointed a director of the Company.

 

As a non-employee director, Ms. Roe 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 26, 2021 and incorporated herein by reference. In addition, it is expected that she 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 Ms. Roe to the Board is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits

 

Financial Statements:

 

  None  
     
Exhibits:  
   
Exhibit No. Description
   
99.1   Press Release, dated December 8, 2021 issued by Simon Property Group, Inc.
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

 

2 

 

 

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.

 

Dated: December 8, 2021

 

  SIMON PROPERTY GROUP, INC.
   
  By: /s/ STEVEN E. FIVEL
    Steven E. Fivel,
    Secretary and General Counsel

 

3 

 

 

Exhibit 99.1

 

Simon Property Group Announces Appointment of Peggy Fang Roe to its Board of Directors

 

INDIANAPOLIS, December 8, 2021 -- Simon, a global leader in the ownership of premier shopping, dining, entertainment and mixed-use destinations, announced today that Peggy Fang Roe has been appointed to its Board of Directors. Ms. Roe is the Global Officer, Customer Experience, and Loyalty & New Ventures at Marriott International, a position which she has held since 2020.

 

Ms. Roe’s 18 year career at Marriott has been focused on customer experience design and innovation, data strategy and analytics, new ventures and its award-winning loyalty program, Marriott Bonvoy.

 

"We are delighted to welcome Peggy as an independent member to Simon’s Board of Directors. In addition to her impressive background and career accomplishments, Peggy has the skills and experiences which will enrich our Board of Directors as well as the Company," said Dr. Karen Horn, Chairperson of Simon's Governance and Nominating Committee.

 

David Simon, Chairman of the Board, Chief Executive Officer and President, remarked, "I am pleased that Peggy has accepted our invitation to join our Board. She is an incredibly dynamic and accomplished executive who will contribute to our Board.”

 

About Peggy Fang Roe

 

Peggy Fang Roe, is currently Marriott’s Global Officer, Customer Experience, Loyalty & New Ventures, oversees the Marriott’s award-winning loyalty program, Marriott Bonvoy, as well as the development of new business initiatives, and the Marriott customer experience. Previously, Peggy provided strategic leadership to over 21 countries, 23 brands, and more than 700 open hotels as the Chief Sales and Marketing Officer for the Asia Pacific region. In that role, Peggy was focused on building the customer base, adapting Marriott International brands and loyalty program to the local market, managing $100 million in sales, digital and marketing spend, guiding a salesforce of 5000+ associates, and driving the company’s distribution and pricing strategy. Peggy also led the sales and marketing integration of Marriott and Starwood in the Asia Pacific region and most recently provided the business leadership that has resulted in the Marriott International joint venture with Alibaba. Prior to joining Marriott, she worked for GE Capital, Amazon.com, and Homestead.com in Silicon Valley. Peggy received her master’s degree from Harvard Business School and bachelor’s degree in Organizational Behavior from the University of Michigan.

 

About Simon

 

Simon is a real estate investment trust engaged in the ownership of premier shopping, dining, entertainment and mixed-use destinations and an S&P 100 company (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.

 

Tom ward, 317-685-7330, Investors or Ali Slocum, 317-264-3079, Media.