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    Simon Property Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

    5/15/25 2:35:11 PM ET
    $SPG
    Real Estate Investment Trusts
    Real Estate
    Get the next $SPG alert in real time by email
    false 0001063761 0001022344 false 8-K 2025-05-14 false false false 0001063761 2025-05-14 2025-05-14 0001063761 spg:SimonPropertyGroupLimitedPartnershipMember 2025-05-14 2025-05-14 0001063761 us-gaap:CommonStockMember 2025-05-14 2025-05-14 0001063761 spg:SeriesJPreferredStockMember 2025-05-14 2025-05-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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 14, 2025

     

    SIMON PROPERTY GROUP, INC.

    SIMON PROPERTY GROUP, L.P.

    (Exact name of registrant as specified in its charter)

     

    Indiana

    (Simon Property Group, Inc.)

    Indiana

    (Simon Property Group, L.P.)

    001-14469

    (Simon Property Group, Inc.)

    001-36110

    (Simon Property Group, L.P.)

    04-6268599

    (Simon Property Group, Inc.)

    34-1755769

    (Simon Property Group, L.P.)

    (State or other jurisdiction of
    incorporation)
    (Commission File Number) (I.R.S. Employer
    Identification No.)

     

    225 West Washington Street

    Indianapolis, Indiana 46204

    (Address of principal executive offices)

     

    (317) 636-1600

    (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
    Symbols
      Name of each exchange on which
    registered
                 
    Simon Property Group, Inc.   Common stock, $0.0001 par value   SPG   New York Stock Exchange
    Simon Property Group, Inc.   8⅜% 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).

     

    Simon Property Group, Inc.: Emerging growth company ¨
       
    Simon Property Group, L.P.: 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.

     

    Simon Property Group, Inc.:  ¨

    Simon Property Group, L.P.:  ¨

     

     

     

     

    Co-Registrant CIK 0001022344
    Co-Registrant Amendment Flag false
    Co-Registrant Form Type 8-K
    Co-Registrant DocumentPeriodEndDate 2025-05-14
    Co-Registrant Written Communications false
    Co-Registrant Solicitating Materials false
    Co-Registrant PreCommencement Tender Offer false
    Co-Registrant PreCommencement Issuer Tender Offer false
    Co-Registrant Emerging Growth Company false
    Co-Registrant AddressLine1 225 WEST WASHINGTON STREET
    Co-Registrant City INDIANAPOLIS
    Co-Registrant State Indiana
    Co-Registrant ZipCode 46204
    Co-Registrant CityAreaCode 317
    Co-Registrant LocalPhoneNumber 636-1600

     

     

    ITEM 5.07 Submission of Matters to a Vote of Security Holders

     

    The 2025 Annual Meeting of shareholders of Simon Property Group, Inc. (the “Company”) was held on May 14, 2025 (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 2026 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  168,979,926   99,638,396   653,214   19,824,019 
    Larry C. Glasscock  188,765,004   79,836,461   670,071   19,824,019 
    Nina P. Jones  266,224,173   2,394,999   652,364   19,824,019 
    Reuben S. Leibowitz  251,299,209   17,313,890   658,437   19,824,019 
    Randall J. Lewis  266,201,670   2,414,449   655,417   19,824,019 
    Gary M. Rodkin  195,837,444   72,775,501   658,591   19,824,019 
    Peggy Fang Roe  197,206,581   71,342,248   722,707   19,824,019 
    Stefan M. Selig  263,816,823   4,793,599   661,114   19,824,019 
    Daniel C. Smith, Ph.D.  254,176,483   14,434,974   660,079   19,824,019 
    Marta R. Stewart  264,816,536   3,798,741   656,259   19,824,019 

     

    The voting trustees who vote the Company’s Class B common stock voted all 8,000 outstanding Class B shares for the election of the following three (3) persons as directors:

     

       FOR   AGAINST   ABSTAIN   BROKER
    NON-VOTE
     
    David Simon  8,000   0   0   0 
    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

     

    FOR   AGAINST   ABSTAIN   BROKER
    NON-VOTE
     
     127,540,074    140,882,310    849,152    19,824,019 

     

    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 2025 by the following votes:

     

    FOR   AGAINST   ABSTAIN 
     273,603,743    15,294,929    196,883 

     

     

     

    Proposal 4 – Approval of the Redomestication of the Company to the State of Indiana by Conversion

     

    The Company’s shareholders approved the redomestication of the Company to the state of its headquarters, Indiana, by conversion by the following votes:

     

    FOR   AGAINST   ABSTAIN   NON-VOTE 
     174,001,954    94,879,715    389,867    19,824,019 

     

    ITEM 8.01 Other Events

     

    At the Meeting, the Company’s shareholders approved a proposal to redomesticate, by conversion, the Company from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Indiana (the “Indiana Corporation”) by means of a plan of conversion (the “Plan of Conversion”, and such redomestication, the “Redomestication”), as described in the Company’s Definitive Proxy Statement for the Meeting (as supplemented by certain additional materials filed with the SEC on May 5, 2025, the “Proxy Statement”). Additionally, the limited partners of the Company’s operating partnership, Simon Property Group, L.P. (the “Operating Partnership”), separately approved a redomestication by conversion from a limited partnership formed under the laws of the State of Delaware (the “Delaware OP”) to a limited partnership formed under the laws of the State of Indiana (the “Indiana OP”) by means of a plan of conversion (the “OP Plan of Conversion”, and such redomestication, the “OP Redomestication”).

     

    On May 14, 2025, the Company filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of domestication with the Secretary of State of the State of Indiana, pursuant to which the Redomestication became effective on May 15, 2025, at 12:01 a.m. Eastern Time (the “Effective Time”). At the Effective Time:

     

    ·the Company’s domicile changed from the State of Delaware to the State of Indiana; and

     

    ·the affairs of the Company ceased to be governed by the laws of the State of Delaware and the Company’s existing amended and restated certificate of incorporation and amended and restated bylaws, and instead became governed by the laws of the State of Indiana and the articles of incorporation filed with the Secretary of State of the State of Indiana (the “Indiana Charter”) and the bylaws approved by the Company’s board of directors at the Meeting (the “Indiana Bylaws”).

     

    Additionally, on May 14, 2025, the Operating Partnership filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of domestication with the Secretary of State of the State of Indiana, pursuant to which the OP Redomestication became effective on May 15, 2025, at 12:02 a.m. Eastern Time (the “OP Effective Time”). At the OP Effective Time:

     

    ·the Operating Partnership’s domicile changed from the State of Delaware to the State of Indiana; and

     

    ·the affairs of the Operating Partnership ceased to be governed by the laws of the State of Delaware and the Operating Partnership’s existing amended and restated certificate of limited partnership and eighth amended and restated limited partnership agreement, and instead became governed by the laws of the State of Indiana and the certificate of limited partnership filed with the Secretary of State of the State of Indiana (the “Indiana Certificate of Limited Partnership”) and the ninth amended and restated limited partnership agreement approved by the Company, as general partner of the Operating Partnership, and the Operating Partnership’s limited partners (the “Ninth Amended and Restated Partnership Agreement”).

     

    Neither the Redomestication nor the OP Redomestication resulted in any change in the headquarters, business, jobs, management, properties, location of any of our offices or facilities, number of employees, obligations, assets, liabilities, or net worth (other than as a result of the costs related to the Redomestication and OP Redomestication). Neither the Redomestication nor the OP Redomestication materially affected any of the Company’s or the Operating Partnership’s material contracts with any third parties, and the Company’s or the Operating Partnership’s, as applicable, rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company and the Operating Partnership, as applicable, after the Redomestication and OP Redomestication.

     

     

     

    At the Effective Time, (i) each outstanding share of common stock, par value $0.0001 per share, of the Delaware Corporation (the “Delaware Common Stock”) automatically converted into one outstanding share of common stock, par value $0.0001 per share, of the Indiana Corporation (the “Indiana Common Stock”), (ii) each outstanding share of Class B common stock, par value $0.0001 per share, of the Delaware Corporation automatically converted into one outstanding share of Class B common stock, par value $0.0001 per share, of the Indiana Corporation, and (iii) each outstanding share of 8 3/8% Series J Cumulative Redeemable Preferred Stock, par value $0.0001 per share, of the Delaware Corporation automatically converted into one outstanding share of 8 3/8% Series J Cumulative Redeemable Preferred Stock, par value $0.0001 per share, of the Indiana Corporation (the “Indiana Series J Preferred Stock”). Shareholders do not have to exchange their existing stock certificates for new stock certificates. At the Effective Time, each outstanding restricted stock unit or right to acquire shares of Delaware Common Stock will continue in existence and automatically become a restricted stock unit or right to acquire an equal number of shares of Indiana Common Stock under the same terms and conditions. The Indiana Common Stock continues to be traded on the New York Stock Exchange (the “NYSE”) under the symbol “SPG”, and the Indiana Series J Preferred Stock continues to be traded on the NYSE under the symbol “SPGJ”.

     

    At the OP Effective Time, (i) each outstanding unit of limited partnership interest of the Delaware OP automatically converted into one outstanding unit of limited partnership interest of the Indiana OP, and (ii) each outstanding long-term incentive plan interest of the Delaware OP automatically converted into one outstanding long-term incentive plan interest of the Indiana OP.

     

    Certain rights of the Company’s shareholders were changed as a result of the Redomestication. A more detailed description of the Plan of Conversion, Indiana Charter, Indiana Bylaws, and the effects of the Redomestication is set forth in the Proxy Statement under “Proposal 4: Approval of the Redomestication of the Company to the State of Indiana by Conversion”, which description is incorporated herein by reference.

     

    Copies of the (i) Plan of Conversion, (ii) OP Plan of Conversion, (iii) Indiana Charter, (iv) Indiana Bylaws, (v) Indiana Certificate of Limited Partnership, and (vi) Ninth Amended and Restated Partnership Agreement are filed as Exhibits 2.1, 2.2, 3.1, 3.2, 3.3, and 3.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

     

    ITEM 9.01 Financial Statements and Exhibits

     

    Exhibit No.   Description
    Exhibit 2.1   Plan of Conversion of Simon Property Group, Inc.
    Exhibit 2.2   Plan of Conversion of Simon Property Group, L.P.
    Exhibit 3.1   Articles of Incorporation of Simon Property Group, Inc.
    Exhibit 3.2   Bylaws of Simon Property Group, Inc.
    Exhibit 3.3   Certificate of Limited Partnership of Simon Property Group, L.P.
    Exhibit 3.4   Ninth Amended and Restated Limited Partnership Agreement of Simon Property Group, L.P., dated as of May 15, 2025
    104   Cover Page Interactive Data File (formatted as inline XBRL).

     

     

     

    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:

     

      SIMON PROPERTY GROUP, L.P.
       
      By: Simon Property Group, Inc., its sole General Partner
       
      By: /s/ Steven E. Fivel
        Steven E. Fivel
        Secretary and General Counsel
       
      SIMON PROPERTY GROUP, INC.
       
      By: /s/ Steven E. Fivel
        Steven E. Fivel
        Secretary and General Counsel

     

     

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