WASHINGTON PRIME GROUP INC. (NYSE:WPG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

I. Adoption of the 2017 WPG Executive Bonus Plan

On February 21, 2017 (the Adoption Date), the Compensation
Committee (the Committee) of the Board of Directors (the Board)
of Washington Prime Group Inc. (the Registrant, Company, or WPG)
approved the terms and conditions for the 2017 WPG Executive
Bonus Plan (the Plan) for the Companys senior management team,
including its named executive officers (as defined by Item
402(a)(3) of Regulation S-K) (each a Named Executive Officer).
The Plan establishes the percentage targets for bonus payments to
such officers specifically named in the Plan (together with the
Named Executive Officers, the Officers or Participants) for
performance achieved during fiscal year 2017. Under the Plan,
each Participant has a bonus target that is a percentage of such
Participants base salary paid during 2017 from which the bonus
payment under the Plan will be determined. The bonus targets for
each Named Executive Officer are as follows:

The Plan has three components based on the achievement of certain
results related to (x) Funds from Operations (FFO) at 50%, (FFO
Component) (y) individual objectives (Individual Objectives) at
25% (Individual Component) and (z) strategic objectives
(collectively, Strategic Objectives) at 25% (Strategic
Component). The Committee specifically approves the Individual
Objectives and the Strategic Objectives for each Named Executive
Officer at the Committees first regular meeting of the year. The
Committee has discretionary rights to approve each Participants
bonus based on its assessment of the achievement of the
performance goals further described below.

The threshold, target and maximum levels for each Participant
varies between Participants based on the percentage of actual
base earnings during 2017. The amount of a Participants actual
bonus under the Plan is determined based upon an evaluation of
the respective Participants performance of Individual Objectives,
Strategic Objectives and the Registrants year-end FFO results
(the FFO Results). The threshold, target and maximum performance
levels for the FFO Component, Individual Component and Strategic
Component are 25%, 100% and up to 200%, respectfully.

With respect to the FFO Component, the Committee retains full
discretion to reject adjustments for year-end FFO related to,
among other things, merger or transaction costs, any financial
impact of acquisitions and dispositions or similar transactions,
non-cash write downs or impairments and the financial impact of
charges or expenditures for certain development projects. With
respect to the Individual Component, Individual Objectives are to
be specific, measurable and limited to no more than five per
person and beyond the normal day-to-day responsibilities. The
Committee can reevaluate Individual Objectives should business
circumstances beyond the Companys control occur. With respect to
the Strategic Component, the Named Executive Officers shall have
the same corporate objectives. The achievement levels for each of
the FFO, Individual and Strategic Components shall be approved by
the Committees first regular meeting of the year. In order to
receive a bonus under the Plan, the Participant needs to be
actively employed by the Company on the date the bonus is
approved by the Committee.

II. Adoption of the 2017 Long Term Incentive Compensation
Awards

On the Adoption Date, the Committee approved the terms and
conditions for the 2017 Long Term Incentive Compensation Awards
(the LTIP Program) for the Companys Officers. The LTIP Program
establishes the percentage targets and specific terms for
long-term incentive compensation awards issued under the
Washington Prime Group, L.P.s 2014 Stock Incentive Plan (the 2014
Plan). The LTIP Program provides Officers with the opportunity to
receive (i) time-based restricted stock units (RSUs) and (ii)
performance-based performance stock units (PSUs) based, in part,
on the results of WPG performance and the Officers service.

The number of RSUs to be issued shall be determined by dividing
an amount (i.e., either a percentage of salary or actual dollar
amount) by the closing price of a share of the Companys common
stock on the Adoption Date. The RSUs shall be subject to the
terms and conditions of the 2014 Plan and the applicable RSU
award agreement. The issued RSUs shall vest in three equal
tranches on each annual anniversary of the Equity Award Date,
subject to the Officers continued employment with the Company
through each vesting date. During the period prior to vesting,
dividend equivalents will be paid with respect to the RSUs
granted.

On the Adoption Date, the target number of PSUs granted shall be
determined by dividing an amount (i.e., either a percentage of
salary or actual dollar amount) by the closing price of a share
of the Companys common stock on the Adoption Date (Equity Award
Target). Subject to the terms and conditions of the applicable
award agreement and 2014 Plan, actual PSUs earned may range from
0% to 150% of the Equity Award Target, based on the achievement
of the Companys total shareholder return compared to the Companys
pre-determined retail REIT peer group over a three-year
performance period that commences on the Adoption Date. During
this three-year period prior to the vesting and settlement of
PSUs, dividend equivalents will be paid by the issuance of
commons shares and will accrue with respect to the number of PSUs
that actually vest at the end of the applicable performance
period corresponding to the amount of any dividends paid by the
Company to the Companys common shareholders for the applicable
dividend payment dates. Such dividend equivalents for PSUs will
be released at the time the PSUs are settled.

III. Amendment to the Amended and Restated Employment
Agreement Robert P. Demchak

On the Adoption Date, the Committee approved an amendment (the
Amendment) to the Amended and Restated Employment Agreement dated
January 31, 2017 by and between the Company and Robert P.
Demchak, Executive Vice President, General Counsel and Corporate
Secretary of the Company (the Employment Agreement). Under the
terms of the Amendment, the target number of PSUs granted to Mr.
Demchak shall be determined by dividing $250,000 by the closing
price of a share of the Companys common stock on the Adoption
Date. The number of RSUs granted to Mr. Demchak shall be
determined by dividing $250,000 by the closing price of a share
of the Companys common stock on the Adoption Date. All other
terms of the Employment Agreement remain unaltered and of full
force and effect.

About WASHINGTON PRIME GROUP INC. (NYSE:WPG)

Washington Prime Group Inc., formerly WP Glimcher Inc., is a real estate investment trust (REIT). The Company is engaged in ownership, development and management of retail real estate properties. Washington Prime Group, L.P. (WPG L.P.) is the Company’s subsidiary that owns, through its affiliates, the Company’s real estate properties and other assets. The Company’s assets consist of interests in approximately 120 shopping centers in the United States, consisting of community centers and malls. Its properties consist of approximately 70 million square feet of gross leasable area. The Company also owns parcels of land, which can be used for either the development of shopping centers or the expansion of existing properties. The Company focuses on retail tenant leases, including fixed minimum rent leases, percentage rent leases based on tenants’ sales volumes and reimbursements from tenants for certain expenses. The Company’s properties are leased to various tenants.

WASHINGTON PRIME GROUP INC. (NYSE:WPG) Recent Trading Information

WASHINGTON PRIME GROUP INC. (NYSE:WPG) closed its last trading session up +0.02 at 9.30 with 1,455,820 shares trading hands.