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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Simon Property Group, Inc.

(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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WHEN

Wednesday, May 14, 2025

8:30 a.m. Eastern Daylight Time

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WHERE

Simon Property Group Headquarters 225 W. Washington St. Indianapolis, IN 46204

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RECORD DATE

Shareholders of record at the close of business on March 17, 2025 are entitled to vote.

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Notice of 2025 Annual Meeting of Shareholders

Dear Fellow Shareholders:

I invite you to attend the 2025 Annual Meeting of Shareholders of Simon Property Group at 8:30 a.m. Eastern Daylight Time on Wednesday, May 14, 2025. Our Annual Meeting will be held at Simon Property Group Headquarters, 225 W. Washington St., Indianapolis, IN 46204.

The following items of business will be conducted at our 2025 Annual Meeting of Shareholders:

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ITEMS OF BUSINESS
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1	Elect 13 directors to our Board of Directors, including 3 directors to be elected by the voting trustees who vote the Class B common stock, to serve until the next Annual Meeting of our Shareholders and until their successors are duly elected and qualified
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2	Advisory vote to approve the compensation of our Named Executive Officers
3	Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025
4	To approve the Redomestication of the Company to the State of its headquarters, Indiana, by Conversion
5	Other business as may properly come before the meeting or any adjournments or postponements of the meeting

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By Order of the Board of Directors,

Steven E. Fivel

General Counsel and Secretary

April 1, 2025

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 14, 2025. This Proxy Statement and accompanying form of Proxy are first being made available to you on or about April 1, 2025. Proxy materials are available at proxyvote.com. Please be aware that our 2024 Annual Report to Shareholders accompanies, but is not a part of, or incorporated into, this Proxy Statement.

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INTENTIONALLY LEFT BLANK

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Table of Contents

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Corporate Governance

Board Leadership

Lead Independent Director Duties and Responsibilities

Under our Governance Principles, the Lead Independent Director is empowered to:

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Meetings and Committees of the Board

Meetings and Attendance

Our business, property and affairs are managed under the direction of our Board. Members of our Board are kept informed of our business through discussions with our Chairman and CEO, other executive officers, and our Lead Independent Director, by reviewing materials provided to them concerning the business, by visiting our offices and properties, and by participating in meetings of the Board and its committees. Directors are also expected to use reasonable efforts to attend the Annual Meeting of Shareholders.

All of our directors attended the 2024 Annual Meeting. During 2024, the Board met seven times, including four in-person meetings and three video conference meetings. Our independent directors meet privately in executive session on a regular basis without our Chair and CEO or other members of management present, and held 5 such executive sessions in 2024. All of our directors participated in at least 75% of the aggregate number of meetings of the Board and the committees on which they served in 2024.

During 2024, the independent directors met in executive session without management present in connection with each regularly scheduled Board meeting, in person for four meetings. The Lead Independent Director presided over all of these meetings. The Board’s Lead Independent Director is appointed by the independent members of the Board, and the responsibilities of the Lead Independent Director are discussed in “Board Leadership” in the “Corporate Governance” section of this Proxy Statement on page 7.

2024 Committee Meeting Attendance

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¹ A. Hubbard will be retiring from the Board of Directors, effective May 14, 2025.

² N. Jones was appointed to the Audit Committee on February 8, 2024.

³ E. Simon was appointed to the Board of Directors effective May 29, 2024.

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The Board Believes that its Members Should:

In addition, the Board has determined that the Board, as a whole, should strive to have the right mix of experience, characteristics, talent and skills necessary to effectively perform its oversight responsibilities. Four of the independent director nominees are female and six are male. The Board believes that the professional skills and experiences set forth in the matrix below are important, and when carrying out its board refreshment strategy looks for independent director candidates who have skills and experience that complement those of the existing directors.

Director Characteristics, Skills and Experience Matrix

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Policies on Corporate Governance

The Board has adopted thoughtful and practical governance practices and processes and implemented a number of measures designed to enrich the quality of composition, enhance independent oversight, and increase its effectiveness. These measures align our corporate governance structure with achieving our strategic objectives, and facilitate our Board’s independent oversight of our culture of compliance and rigorous risk management. Good corporate governance is important to ensure that the Company is managed for the long-term benefit of its shareholders and to enhance the creation of long-term shareholder value. Each year, the G&N Committee reviews our Governance Principles, which are available at governanceprinciples.simon.com, and recommends to the Board any suggested modifications. Also, the Audit Committee obtains reports from management and the leader of the Company’s Audit Services function confirming that the Company and its subsidiaries are operating in conformity with the Company’s Code of Business Conduct and Ethics, which can be found at codeofconduct.simon.com, and advises the Board with respect to the Company’s policies and procedures regarding compliance with the Company’s Code of Business Conduct and Ethics. In addition, each of the Board’s standing committees reviews its written charter on an annual basis to consider whether any changes are required. These charters are located on our website at committeecomposition.simon.com. In addition to clicking on the preceding links, the current version of each of these documents is available by visiting www.simon.com and navigating to “Governance” by clicking on “Investors,” or by requesting a printed copy without charge upon written request to our Secretary at 225 W. Washington Street, Indianapolis, Indiana 46204.

We will also either disclose on Form 8-K and/or post on our Internet website any substantive amendment to, or waiver from, a provision of the Code of Business Conduct and Ethics that applies to any of our directors or executive officers.

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Board Refreshment, Orientation and Education

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Management Succession Planning

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Director Independence

The Board has adopted standards to assist it in making determinations of director independence. These standards incorporate, and are consistent with, the definition of “independent” contained in the NYSE Listed Company Manual and other applicable laws, rules and regulations in effect from time to time regarding director independence. These standards are included in our Governance Principles, which are available at governanceprinciples.simon.com. The Board has affirmatively determined that each person nominated by the Board for election as a director by the holders of voting shares of the Company’s common stock and listed in this Proxy Statement meets these standards and is independent.

Ten (10) of our director nominees are independent under the requirements of the NYSE. All of the members of the Audit Committee, G&N Committee and Compensation Committee are independent directors under the listing requirements and rules of the NYSE and other applicable laws, rules, and regulations. Mr. Allan Hubbard, who is currently on the Compensation Committee and G&N Committee and will be retiring from the Board effective May 14, 2025, is also independent under the listing requirements and rules of the NYSE and other applicable laws, rules and regulations.

Mr. David Simon, Mr. Richard S. Sokolov and Mr. Eli Simon, our Class B directors, are our employees and are not independent directors. Mr. Herbert Simon, who served as a Class B director until February 4, 2025, was also employed by the Company and not an independent director.

The Board’s Role in Oversight of Risk Management

Board of Directors’ Responsibilities

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Audit Committee Responsibilities

Compensation and Human Capital Committee Responsibilities

Governance and Nominating Committee

Management Responsibilities

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Majority Vote Standard for Election of Directors in Uncontested Elections

Our Amended and Restated By-Laws (the “By-Laws”) provide for a majority of votes cast standard for the election of directors in an uncontested election. The majority of votes cast standard for purposes of the election of director nominees means that in order for a director to be elected, the number of votes cast FOR a director’s election must exceed the number of votes cast AGAINST that director’s election, provided a quorum is present. Any incumbent director who, in an uncontested election, receives a greater number of AGAINST votes than FOR votes must promptly tender his or her resignation to the Board, subject to its acceptance. The G&N Committee will promptly consider the tendered resignation and recommend to the Board whether to accept or reject it or take a different action. Both the Board and G&N Committee may consider any factors they deem appropriate and relevant to their actions. The Board will act on the tendered resignation, taking into account the G&N Committee’s recommendation. The affected director cannot participate in any part of the process. We will publicly disclose the Board’s decision by a press release, a filing with the SEC or other broadly disseminated means of communication within 90 days after the shareholders’ vote has been certified. In a contested election (in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors will be a plurality of the votes cast by the holders of shares entitled to vote on the election of directors, provided a quorum is present.

Nominations for Directors

The G&N Committee will consider director nominees recommended by shareholders. A shareholder who wishes to recommend a director candidate in this manner should send such recommendation to our Secretary at 225 W. Washington Street, Indianapolis, Indiana 46204, who will forward it to the G&N Committee. Any such recommendation shall include a description of the candidate’s qualifications for Board service, the candidate’s written consent to be considered for nomination and to serve if nominated and elected, the addresses and telephone numbers for contacting the shareholder and the candidate for more information and the other information required by Section 1.10 of our By-Laws. A shareholder who wishes to nominate an individual as a director candidate at an Annual Meeting of Shareholders, rather than either recommend the individual to the G&N Committee as a nominee or utilize the proxy access process described below and set forth in Section 1.11 of our By-Laws, shall comply with the advance notice requirements for shareholder nominations set forth in Section 1.10 of our By-Laws.

Communications with the Board

The Board has implemented a process by which our shareholders and other interested parties may communicate with one or more members of our Board, its committees, the Lead Independent Director or the independent directors as a group. Interested parties can send any such communication to Simon Property Group, Inc., Board of Directors, c/o Secretary, 225 W. Washington Street, Indianapolis, Indiana 46204. The Board has instructed our Secretary to promptly forward all such communications to the specified addressees thereof.

Transactions with Related Persons

Annually, each director and executive officer is obligated to complete a director and officer questionnaire, which requires disclosure of any transactions with us in which the director or executive officer, or any member of his or her immediate family, has or will have an interest. Pursuant to our Code of Business Conduct and Ethics at codeofconduct.simon.com, which is also available in the Governance section of our website at investors.simon.com, the Audit Committee must review and approve all related person transactions in which

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any executive officer, director, director nominee or more than 5% shareholder of the Company, or any of their immediate family members, had, has or will have a direct or indirect material interest. Pursuant to the charter of the Audit Committee, which is available in the Governance section of our website at investors.simon.com, the Audit Committee may not approve a related person transaction unless (1) it is in, or not inconsistent with, our best interests and (2) where applicable, the terms of such transaction are at least as favorable to us as could be obtained from an unrelated third party. Our Restated Certificate of Incorporation (the “Charter”) requires that at least a majority of our directors be neither our employees nor members or affiliates of members of the Simon family. Our Charter further requires that transactions involving the Company, individually or in our capacity as general partner of our subsidiary, Simon Property Group, L.P. (the “Operating Partnership”), and any entity in which any of the Simons has an interest must, in addition to any other vote that may be required, be approved in advance by a majority of such independent directors. We currently have eleven independent directors serving on the Board.

Our General Counsel is charged with reviewing any conflict of interest involving any other employee.

Transactions with the Simons

Shopping Center Management and MSA Operations

Since 1993 we have managed two shopping centers owned by entities in which Mr. David Simon and Mr. Herbert Simon have ownership interests, for which we received a fee of $3,912,892 in 2024 pursuant to management agreements that provide for our receipt of a management fee and reimbursement of our direct and indirect costs.

We provide office space and support services to Melvin Simon & Associates, Inc. (“MSA”), a related party, for which we received a fee of $850,000 in 2024. MSA is owned 30.94% by trusts for the benefit of Mr. Herbert Simon, 3.04% by a trust for the benefit of Mr. David Simon, and by certain other shareholders. Please see footnote 4 to the Principal Shareholders Table on page 36 of this Proxy Statement for additional information on MSA.

Aircraft Reimbursement and Payments

DS Aviation, LLC (“DS Aviation”), an entity which is beneficially owned by Mr. David Simon, owns an aircraft (the “DS Aircraft”) which was used in 2024, in part, by the Company, for business purposes, pursuant to a lease agreement. The total amount paid in 2024 to DS Aviation was $3,518,175 under the lease.

In addition, Simon Hangar, LLC (“Hangar”), an entity which is beneficially owned by Mr. Herbert Simon, who retired from our Board effective February 4, 2025, received $58,000 relating to the Company’s business use of the DS Aircraft, pursuant to a management services agreement. The Company also reimbursed DS Aviation $21,760 for the temporary use of Mr. Herbert Simon’s aircraft for business purposes. The foregoing amounts charged to or reimbursed by the Company are less than the total actual cost per hour of operating the aircraft and are substantially less than the cost of chartering equivalent aircraft from unrelated third parties, based on a 2024 review and study of third-party market providers of such services and a review of actual costs incurred.

HS Arrow, LLC (“HS Arrow”), an entity beneficially owned by Mr. Herbert Simon, owns an aircraft (the “HS Aircraft”) which was used, in part, for Company related business in 2024. The Company reimbursed Mr. Herbert Simon a fixed annual amount of $250,000 for the Company’s business use of the HS Aircraft in 2024 pursuant to a reimbursement agreement. Such reimbursement includes all costs, fees, charges and expenses incurred by HS Arrow with respect to the Company use of the aircraft by Mr. Herbert Simon. This agreement terminated effective February 4, 2025, and all future reimbursements and payments have ceased.

These agreements were unanimously approved by the independent members of the Board of Directors upon the recommendation of the Company’s General Counsel and the Audit Committee of the Board of Directors.

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Terms of Employment of Mr. Eli Simon

Mr. Eli Simon is a Class B Director, Executive Vice President and Chief Investment Officer and the son of Mr. David Simon. In 2024, the Company paid Mr. Eli Simon a base salary of $575,000 and a bonus of $650,000. In 2024, Mr. Eli Simon was awarded a maximum opportunity of $500,000 under the 2024 Corporate Incentive Compensation Plan (“ICP”), and a maximum opportunity of $2,000,000 under the 3-year Senior Executive Long Term Incentive Program for the 2024-2026 performance period (“2024 LTIP”). Mr. Eli Simon’s 2024 LTIP Award consists of a 25% time-based component awarded as restricted stock units that will vest and settle as shares of the Company’s common stock on March 6, 2027, subject to his continued employment with the Company and a 75% component comprised of performance-based LTIP units that may be earned during the 3-year performance period through December 31, 2026. Any performance-based LTIP units that are earned will vest on January 1, 2028, subject to his continued employment with the Company. Additionally, on August 29, 2024, in connection with the Company’s sale of its interest in Authentic Brands Group, Mr. Eli Simon received an award of restricted stock under our Amended and Restated Other Platform Investments Incentive Program with a grant date value of $6,967,667 which vests ratably over four years, subject to his continued employment with the Company. The foregoing employment and compensation arrangements for Mr. Eli Simon have been reviewed and approved by the Compensation Committee and the independent directors of the Board.

Terms of Employment of Mr. Sam Simon

Mr. Sam Simon was hired in September 2024 as Senior Vice President, Corporate Investments and is the son of Mr. David Simon. In 2024, the Company paid Mr. Sam Simon an annualized base salary of $250,000 and a sign-on bonus of $157,500. The foregoing employment and compensation arrangements for Mr. Sam Simon have been reviewed and approved by the independent directors of the Board.

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Committee Function and Membership

Audit Committee

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