Simon 2018 Proxy Statement

PROPOSAL 2:

Advisory Vote to Approve the Compensation of our Named Executive Officers

Our executive compensation program is designed to facilitate long-term shareholder value creation. Our focus on pay-for-performance and on corporate governance ensures alignment with the interests of the Company’s shareholders. We are asking for shareholder approval, on an advisory or non-binding basis, of the compensation of our NEOs, as disclosed in this Proxy Statement pursuant to Section 14A of the Exchange Act, commonly known as a ‘‘Say-on-Pay’’ vote. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the compensation policies and practices described in this Proxy Statement. For additional information on our NEOs, please refer to the Company’s 2017 10-K, Part III, Item 10—Directors, Executive Officers and Corporate Governance. We will evaluate whether any actions are necessary to address significant concerns as a result of this advisory vote. We currently conduct annual advisory votes on executive compensation, and we expect to conduct the next advisory vote at our 2019 annual meeting of shareholders. For the reasons discussed above and in this Proxy Statement under the headings ‘‘Compensation Discussion and Analysis’’ and ‘‘Executive Compensation Tables,’’ the Board intends to introduce the following resolution at the Annual Meeting: ‘‘RESOLVED, that the compensation of the Named Executive Officers of the Company, as disclosed in this Proxy Statement under the headings ‘‘Compensation Discussion and Analysis’’ and ‘‘Executive Compensation Tables,’’ including the compensation tables and their accompanying narrative discussion, is approved.’’ THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE ‘‘FOR’’ THE APPROVAL OF THE ADVISORY RESOLUTION RELATING TO THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. COMPENSATION COMMITTEE REPORT The Committee reviewed and discussed with management the Compensation Discussion and Analysis section included in this Proxy Statement. Based on its review and these discussions with management, the Committee recommended to the Board that it be incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and included in the Proxy Statement for the 2018 Annual Meeting of Shareholders. All references to the ‘‘Committee’’ in this Report are to the Compensation Committee.

The Compensation Committee: Reuben S. Leibowitz, Chairman Allan Hubbard Daniel C. Smith, Ph.D.

J. Albert Smith March 28, 2018

SIMON PROPERTY GROUP 2018 PROXY STATEMENT 23