8-KLeadership ChangesExhibits & Filings

SIMON PROPERTY GROUP INC. 8-K Report, Executive Changes (Mar 23, 2023)

Filed March 23, 2023For Securities:SPGSPG-PJ

Summary

Simon Property Group, Inc. (SPG) announced a change in its Board of Directors composition through an 8-K filing on March 23, 2023. The company appointed Mr. Randall J. Lewis to the Board, increasing its size from 14 to 15 members. Mr. Lewis has been deemed independent and has no reportable conflicts of interest or material interest in company transactions. In addition, two long-standing board members, Karen N. Horn, Ph.D. and J. Albert Smith, Jr., will be retiring and not seeking reelection at the upcoming 2023 annual meeting of stockholders. The company clarified that these retirements are not due to any disagreements regarding company operations or policies. These board changes are part of the ongoing governance and succession planning for the company.

Key Highlights

  • 1Appointment of Randall J. Lewis to the Board of Directors, effective March 21, 2023.
  • 2Board size increased from 14 to 15 members to accommodate the new director.
  • 3Mr. Lewis has been determined to be independent by the NYSE standards.
  • 4No arrangements or understandings exist regarding Mr. Lewis's appointment, and he has no direct or indirect material interest in any disclosable transactions.
  • 5Retirement of Board members Karen N. Horn, Ph.D. and J. Albert Smith, Jr. at the 2023 annual meeting.
  • 6Retirements are not a result of any disagreements with the company's operations, policies, or practices.
  • 7Mr. Lewis will participate in standard non-employee director compensation arrangements and indemnity agreements.

Frequently Asked Questions

Mr. Randall J. Lewis has been appointed to the Board of Directors of Simon Property Group, Inc., effective March 21, 2023.

The appointment of Mr. Lewis has resulted in an increase in the Board's size from 14 to 15 members.

No, the company stated that the retirements of Ms. Horn and Mr. Smith are not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.

Mr. Lewis, as a non-employee director, will participate in the standard compensation arrangements for non-employee directors as described in the company's proxy statement and will enter into the company's standard director indemnity agreement.