UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
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 | ||
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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2026, the Board of Directors (the “Board”) of Simon Property Group, Inc. (the “Company”), upon the recommendation of its Governance and Nominating Committee (the “Committee”) appointed Mr. Martin J. Cicco to the Board, effective as of February 5, 2026, to serve for the balance of the term expiring at the Company’s 2026 annual meeting of stockholders. In connection with such action, the Board increased its size from 13 to 14 members. As of the date of this filing, Mr. Cicco’s committee appointments have not yet been determined. The Committee and the Board have determined that Mr. Cicco is independent under the requirements of the New York Stock Exchange, and there are no arrangements or understandings between Mr. Cicco and any other persons pursuant to which Mr. Cicco was appointed a director of the Company. Mr. Cicco does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As a non-employee director, Mr. Cicco will participate in the non-employee director compensation arrangements described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2025, and incorporated herein by reference. In addition, the Company expects that Mr. Cicco will enter into the Company’s standard form of director indemnity agreement, which was filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-4 filed with the SEC on August 13, 1998, and is incorporated herein by reference.
A copy of the Company’s press release announcing the expansion of the Board and appointment of Mr. Cicco 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.
| Exhibit No. | Description | |
| 99.1 | Press release dated February 5, 2026 | |
| 104 | Cover Page Interactive Data File (embedded the Inline XBRL document) |
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: February 5, 2026
| SIMON PROPERTY GROUP, INC. | |||
| By: | /s/ Steven E. Fivel | ||
| Steven E. Fivel | |||
| Secretary and General Counsel | |||
Exhibit 99.1
|
Contacts: Tom Ward 317-685-7330 Investors Nicole Kennon 704-804-1960 Media |
|
Simon Property Group Announces Appointment of Martin J. Cicco to Board of Directors
INDIANAPOLIS, February 5, 2026 — Simon®, a real estate investment trust engaged in the ownership of premier shopping, dining, entertainment and mixed-use destinations, announced today that Martin J. Cicco has been appointed to the Board of Directors.
Mr. Cicco has over 45 years of real estate and capital markets experience, including initiating Evercore Partners' Real Estate Strategic Advisory practice after founding MJC Associates. Prior to joining Evercore, Mr. Cicco spent 29 years at Merrill Lynch & Co., ultimately serving as Vice Chairman of Global Commercial Real Estate and Global Head of Real Estate Investment Banking. He currently is a Senior Advisor to Lightstone. Mr. Cicco has served on the advisory boards of the Columbia Business School's Paul Milstein Center for Real Estate, the University of Wisconsin's James A. Graaskamp Center for Real Estate, and the Wharton School's Samuel Zell and Robert Lurie Real Estate Center. He is an active member of the National Association of Real Estate Investment Trusts and the Real Estate Roundtable. Mr. Cicco earned his undergraduate degree from Columbia College.
Larry Glasscock, Lead Independent Director, said, “We are delighted to welcome Marty to the Board. His deep knowledge of real estate finance and capital markets will be invaluable to Simon, complementing our Board's expertise and providing guidance to management in critical areas of our business."
David Simon, Chairman of the Board, Chief Executive Officer and President, remarked, “Marty's a great addition to the Board with his extensive experience advising leading real estate companies on complex financial and strategic matters. He brings a sophisticated perspective that will further strengthen our Board and support our focus on creation of long-term shareholder value.”
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.