Simon 2018 Proxy Statement

PROPOSAL 1: Election of Directors

COMMITTEE FUNCTION AND MEMBERSHIP

THE AUDIT COMMITTEE

Members:The Audit Committee assists the Board in monitoring the integrity of our financial statements, the qualifications, inde

pendence and

J. Albert Smith, Jr. (Chair)

performance of our independent registered public accounting firm, the performance of our internal audit function and our compliance with legal and regulatory requirements. The Audit Committee has sole authority to appoint, or replace our independent registered public accounting firm and pre-approves the auditing services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms thereof. The Audit Committee has authority to retain legal, accounting or other advisors. The Audit Committee reviews and discusses with management and our independent registered public accounting firm our annual audited financial statements, our quarterly earnings releases and financial statements, significant financial reporting issues and judgments made in connection with the preparation of our financial statements and any major issues regarding the adequacy of our internal controls. It also issues the report on its activities which appears in this Proxy Statement. The charter of the Audit Committee requires that each member meet the independence and experience requirements of the NYSE, the Exchange Act and the rules and regulations of the SEC. The Board has determined that each of the current members of the Audit Committee qualifies as an ‘‘audit committee financial expert’’ as defined by rules of the SEC. programs, (3) establishes and administers our executive compensation program and our stock incentive plan, (4) reviews and discusses with management the Compensation Discussion and Analysis, and, if appropriate, recommends its inclusion in our Annual Report and Proxy Statement, and (5) issues the report on its activities which appears in this Proxy Statement. The charter of the Compensation Committee requires that each member meet the independence requirements of the NYSE and the rules and regulations of the SEC. The Compensation Committee has authority to retain the advice and assistance of compensation consultants and legal, accounting or other advisors. The committee retained its current consultant, Semler Brossy Consulting Group, LLC (‘‘Semler Brossy’’), in December 2011. Semler Brossy does not provide any other services to management of the Company. The consultant assists the Committee in the review and design of our executive compensation program. In addition, in 2018, Semler Brossy, at the request of the Governance and Nominating Committee, reviewed the Board’s compensation program, and recommended certain changes described in ‘‘Compensation of Independent Directors’’ below. No member of the Compensation Committee during 2017 was an officer, employee or former officer of us or any of our subsidiaries or had any relationship requiring disclosure in this Proxy Statement pursuant to SEC regulations. None of our executive officers served as a member of a compensation committee or a director of another entity under the circumstances requiring disclosure in this Proxy Statement pursuant to SEC regulations. nefit

Larry C. Glasscock Reuben S. Leibowitz Stefan M. Selig Marta R. Stewart

Nine meetings during 2017

THE COMPENSATION COMMITTEE

Members:The Compensation Committee (1) sets remuneration levels for our executive officers, (2) reviews significant employee be

Reuben S. Leibowitz (Chair)

Allan Hubbard

Daniel C. Smith, Ph.D. J. Albert Smith, Jr.

Six meetings during 2017

THE GOVERNANCE AND NOMINATING COMMITTEE

Members:The Governance and Nominating Committee nominates persons to serve as directors in accordance with our Governance Princ

iples,

Karen N. Horn, Ph.D. (Chair)

and proscribes appropriate qualifications for Board members. The Committee develops and recommends to the Board the Governance Principles applicable to the Company and the Board, leads the Board in its annual evaluation of the Board’s performance, oversees the assessment of the independence of each director, reviews compliance with stock ownership guidelines and makes recommendations regarding compensation for non-employee directors. Members of the Governance and Nominating Committee are responsible for screening director candidates, but may solicit advice from our CEO and other members of the Board. The Governance and Nominating Committee has the authority to retain legal, accounting or other advisors, and has sole authority to approve the fees and other terms and conditions associated with retaining any such external advisors. The charter of the Governance and Nominating Committee requires that each member meet the independence requirements of the NYSE, and any other legal and regulatory requirements.

Glyn F. Aeppel

Larry C. Glasscock

Allan Hubbard Gary M. Rodkin

Four meetings during 2017

DIRECTOR COMPENSATION

COMPENSATION OF INDEPENDENT DIRECTORS

The Board of Directors believes that competitive compensation arrangements are necessary to attract and retain qualified independent directors. On February 12, 2018, after conducting an extensive market review with respect to both other leading companies of similar size to the Company as well as an industry peer group, under supervision of the Governance and Nominating Committee, and upon recommendation of the Compensation Committee’s independent compensation consultant, Semler Brossy, the Board approved changes to the compensation arrangements for independent directors of the Company. These are the first changes made to the overall compensation program for the Board’s independent directors since 2015. The Company will continue to compensate its independent directors through the use of annual retainers. Effective as of May 8, 2018, the Company will provide each independent director an annual cash retainer of $110,000 and an annual restricted stock award with a grant date value of $175,000. These are increases of $10,000 and $25,000 respectively. These were the only changes made to independent director compensation. In addition to the annual cash and restricted stock retainers for service as a director

18 SIMON PROPERTY GROUP 2018 PROXY STATEMENT