Simon 2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

2017 SAY-ON-PAY VOTE At our 2017 annual meeting of shareholders the percentage of shares voting that approved our advisory ‘‘Say-on-Pay’’ vote was over 88%. The Committee believes that this support level demonstrates a strong alignment among our shareholders, the Company’s performance, and our executive compensation program, and accordingly, the Committee did not make any changes to the Company’s executive compensation program in response to the 2017 ‘‘Say-on-Pay’’ vote.

EXECUTIVE COMPENSATION APPROACH AND PROCESS ALIGNMENT OF PAY WITH PERFORMANCE

Executive Compensation Mix. The Committee designs our executive compensation program to provide pay outcomes which are aligned with, and responsive to our operating, financial and market performance in both good and challenging times. Further, we generally believe that a significant majority of the compensation of our CEO and other NEOs should be performance-based in the form of variable pay (annual and long-term incentives) to emphasize our commitment to rewarding excellent performance and penalizing poor performance. Our compensation decisions in the past have been consistent with this belief. Looking back over the last five years, the average percentage of our CEO’s compensation that was performance-based, was 87.8% and the average percentage of our other NEOs’ compensation that was performance-based, in the form of variable pay, was 81.2%. The percentage of compensation that was performance-based in 2017 for our CEO and other NEOs, was 73.7% and 62.3%, respectively. This was less than our average over the past five years due to the fact that the potentially largest portion of compensation, a 2017-2019 LTIP Plan, was not established.

2017 CEO Pay Mix

CEO Pay Mix 5 Year Average (2013 - 2017)

12.2%

26.3%

32.0%

55.8%

73.7%

Performance-based

87.8 % Performance-based

2017 Other NEOs Average Pay Mix

Other NEOs Pay Mix 5 Year Average (2013 - 2017)

18.8%

37.7%

62.3%

53.5%

27.7%

Performance-based

81.2 % Performance-based

Base Bonus LTIP

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