Simon Property Group,Inc. (NYSE:SPG-J) Files An 8-K Submission of Matters to a Vote of Security HoldersITEM 5.07Submission of Matters to a Vote of Security Holders
At the 2018 Annual Meeting of Stockholders held onMay8, 2018,the Company’s shareholders voted on the following business items which were set forth in the notice for the meeting:
Proposal 1 — Election of Directors: a proposal to elect eleven (13)directors each for a one-year term ending at the 2019 Annual Meeting of Shareholders, including three (3)persons elected as directors by the voting trustees who vote the ClassB common stock. All of the nominees for director received the requisite votes to be elected;
Proposal 2 — Advisory Vote to Approve Executive Compensation: a proposal to approve, on an advisory basis, the compensation ofthe Company’s named executive officers as disclosed inthe Company’s proxy statement received in excess of 96.0% of the votes cast;
Proposal 3 — Ratification of Independent Registered Public Accounting Firm: a proposal to ratify the Audit Committee’s appointment of Ernst& Young LLP asthe Company’s independent registered public accounting firm for 2018.
Proposal 4 — Shareholder Proposal: a proposal to restrict the Company from including any “change-in-control” payment in any future CEO employment agreement.
The vote tabulation for each proposal is as follows:
Proposal 1 — Election of Directors
|
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE |
|
|
GlynF.Aeppel |
270,785,183 |
1,553,128 |
110,980 |
11,728,287 |
|
Larry C. Glasscock |
270,622,123 |
1,713,669 |
113,499 |
11,728,287 |
|
Karen N. Horn, Ph.D. |
261,568,691 |
10,235,379 |
645,221 |
11,728,287 |
|
Allan Hubbard |
264,468,485 |
7,867,967 |
112,839 |
11,728,287 |
|
Reuben S. Leibowitz |
261,253,087 |
11,083,618 |
112,586 |
11,728,287 |
|
Gary M. Rodkin |
267,862,835 |
4,470,880 |
115,576 |
11,728,287 |
|
Stefan M. Selig |
271,341,003 |
995,342 |
112,946 |
11,728,287 |
|
Daniel C. Smith, Ph.D. |
269,856,041 |
2,478,352 |
114,898 |
11,728,287 |
|
J. Albert Smith,Jr. |
257,384,973 |
14,948,172 |
116,146 |
11,728,287 |
|
Marta R. Stewart |
271,347,246 |
992,170 |
109,875 |
11,728,287 |
The voting trustees who votethe Company’s ClassB common stock voted all 8,000 outstanding ClassB shares for the election of the following three (3)persons as directors:
David Simon
Herbert Simon
Richard S. Sokolov
Proposal 2 — Advisory Vote to Approve Executive Compensation
|
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
|
261,255,600 |
10,621,834 |
571,857 |
11,728,287 |
Proposal 3 — Ratification of Independent Registered Public Accounting Firm
|
FOR |
AGAINST |
ABSTAIN |
|
279,146,735 |
4,885,446 |
145,397 |
Proposal 4 — Shareholder Proposal related to any future CEO employment agreement terms
|
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
|
12,182,000 |
259,733,146 |
534,145 |
11,728,287 |
