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): February 12, 2018

 

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 February 12, 2018, the Board of Directors (the “Board”) of Simon Property Group, Inc. (the “Company”), upon recommendation of its Governance and Nominating Committee, appointed Ms. Marta R. Stewart to the Board, with a term set to expire at the Company’s 2018 annual meeting of stockholders.  The appointment of Ms. Stewart increases the size of the Board to thirteen members.  The Governance and Nominating Committee and the Board have determined that Ms. Stewart 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.  Ms. Stewart has been appointed to the Company’s Audit Committee. There are no arrangements or understandings between Ms. Stewart and any other persons pursuant to which Ms. Stewart was appointed a director of the Company.

 

As a non-employee director, Ms. Stewart 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 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. Stewart to the Board is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.

 

2


 

ITEM 9.01           Financial Statements and Exhibits.

 

Exhibit No.

 

Description

Exhibit 99.1

 

Press release, dated February 12, 2018, issued by Simon Property Group, Inc.

 

3


 

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 13, 2018

 

SIMON PROPERTY GROUP, INC.

 

 

By:

/s/ Steven E. Fivel

 

 

Steven E. Fivel

 

 

Secretary and General Counsel

 

4

Exhibit 99.1

 

 

Contacts:

FOR IMMEDIATE RELEASE

Tom Ward

317-685-7330 Investors

Les Morris

317-263-7711 Media

 

SIMON PROPERTY GROUP ANNOUNCES APPOINTMENT OF MARTA R. STEWART TO BOARD OF DIRECTORS

 

INDIANAPOLIS, February 12, 2018 — Simon, a global leader in premier shopping, dining and entertainment destinations, announced today that Marta R. Stewart has been appointed to its Board of Directors.

 

Ms. Stewart is a highly accomplished senior finance executive who spent most of her career at Norfolk Southern Corporation, retiring as Executive Vice President and Chief Financial Officer in 2017. While there, she helped craft Norfolk Southern’s strategic plan and relentlessly drove shareholder value.

 

“We are delighted to welcome Marta Stewart to the Simon Board of Directors. In addition to her blue chip financial background, Marta also brings a wide ranging set of business experiences which will enrich our Company,” said Dr. Karen Horn, Chairperson of Simon’s Governance and Nominating Committee.

 

David Simon, Chairman of the Board and Chief Executive Officer, remarked, “I am delighted that Marta has accepted our invitation to join our Board. She is a highly talented and experienced executive and her appointment is a continuation of our “board refreshment” efforts over the last several years to get the benefit of fresh and diverse perspectives from our independent directors.”

 

About Marta R. Stewart

 

Marta R. Stewart was appointed to the Board of Directors of the Company effective February 12, 2018. Ms. Stewart began her career, spending four years at Peat, Marwick (a predecessor to KPMG) and spent the balance of her professional career, spanning over 33 years, at Norfolk Southern Corporation, retiring last year as Executive Vice President and Chief Financial Officer. During her career at Norfolk Southern she assumed roles of increasing responsibility. She was named Vice President Accounting and Controller in 2003 and Vice President Finance and Treasurer in 2009 before ultimately becoming Norfolk Southern’s Executive Vice President and Chief Financial Officer in 2013.

 


 

Ms. Stewart immigrated to the United States from Cuba in 1961 and graduated from The College of William and Mary in 1979 with a business administration degree in accounting.  She is a Certified Public Accountant.

 

About Simon

 

Simon is a global leader 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. For more information, visit simon.com.