Simon Property Group,Inc. (NYSE:SPG-J) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February12, 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 rulesadopted 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 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 March31, 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 Exhibit10.7 to the Company’s Registration Statement on FormS-4 filed with the Securities and Exchange Commission on August13, 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 Exhibit99.1 and the information set forth therein is incorporated herein by reference.