Simon 2018 Proxy Statement

PROPOSAL 1: Election of Directors

OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY

DIRECTORS AND EXECUTIVE OFFICERS

As of March 15, 2018, the existing directors, director nominees and executive officers identified below: • Owned beneficially the indicated number and percentage of common shares and Class B common stock treated as a single class; and • Owned beneficially the indicated number and percentage of units which are exchangeable for common shares on a one-for-one basis or cash, as determined by the Company. The number of units includes earned and fully vested performance-based Long Term Incentive Plan (‘‘LTIP’’) units which are convertible at the option of the holder into units on a one-for-one basis. Unless otherwise indicated in the footnotes to the table, shares or units are owned directly and the indicated person has sole voting and investment power.

SHARES AND UNITS BENEFICIALLY OWNED

UNITS BENEFICIALLY

OWNED

PERCENT (3)

NUMBER

PERCENT (4)

NAME

NUMBER (1)(2)

David Simon (5) Glyn F. Aeppel

27,664,187

8.23%

26,079,673

7.31%

1,722

* * * * * * * * * * * * * *

— — — — — — —

— — — — — — —

Larry C. Glasscock Karen N. Horn, Ph.D.

11,014 18,106 11,467 33,504

Allan Hubbard

Reuben S. Leibowitz (6)

Gary M. Rodkin Stefan M. Selig Herbert Simon (7)

2,485

492

27,664,187

8.23%

26,079,673

7.31%

Daniel C. Smith, Ph.D. J. Albert Smith, Jr. Richard S. Sokolov Marta R. Stewart

10,742 39,819 813,946 88,099 159,990 245,797 236

— —

— —

477,530

*

—

—

Steven E. Fivel (8) Andrew A. Juster

71,097

* * *

153,390 195,452

John Rulli (9)

All Directors and executive officers as a group (19 people) (10)

29,109,910

8.64%

26,977,142

7.56%

*

Less than one percent

(1) Includes the following common shares that may be issued upon exchange of units (including vested LTIP units) held by the following persons on March 15, 2018: David Simon, Herbert Simon and other members of the MSA group (as defined in the Principal Shareholders table on page 22—26,079,673; Richard S. Sokolov—477,530; John Rulli—195,452; Andrew A. Juster—153,390; Steven E. Fivel—71,097; and all directors and executive officers as a group—26,977,142. Units are exchangeable either for common shares on a one-for-one basis or for cash as determined by the Company. (2) Includes the following restricted shares which are subject to vesting requirements: Glyn R. Aeppel—916; Larry C. Glasscock—1,109; Karen N. Horn, Ph.D.—961; Allan Hubbard— 961; Reuben S. Leibowitz—1,035; Gary M. Rodkin—916; Stefan M. Selig—486; Daniel C. Smith, Ph.D.—931; J. Albert Smith, Jr.—1,035; and Marta R. Stewart—236; and all directors and executive officers as a group—13,577. Includes shares acquired through the reinvestment of dividends on common shares held in the Director Deferred Compensation Plan. (3) At March 15, 2018, there were 310,072,913 shares of common stock and 8,000 shares of Class B common stock outstanding. Upon the occurrence of certain events, shares of Class B common stock convert automatically into common shares (on a one-for-one basis). These percentages assume the exchange of units for common shares only by the applicable beneficial owner. (4) At March 15, 2018, the Operating Partnership had 356,914,035 units outstanding, of which we owned, directly or indirectly, 310,080,913 or 86.9%. These percentages assume that no units held by limited partners are exchanged for common shares. The number of units shown does not include any unvested LTIP units awarded under a long-term incentive performance program as described in the Compensation Discussion and Analysis section included in this Proxy Statement because the unvested LTIP units are subject to performance and/or time-based vesting requirements. (5) Includes common shares, shares of Class B common stock and units beneficially owned by the MSA group. See ‘‘PRINCIPAL SHAREHOLDERS.’’ (6) Includes 2,500 shares of common stock held by Mr. Leibowitz’s wife. Does not include 8,500 shares of common stock held by charitable foundations of which Mr. Leibowitz is an officer or trustee and 1,400 shares of common stock held by various trusts of which Mr. Leibowitz’s wife is the trustee. Mr. Leibowitz disclaims beneficial ownership of these shares. (7) Includes common shares, shares of Class B common stock and units beneficially owned by the MSA group. See ‘‘PRINCIPAL SHAREHOLDERS.’’ (8) Includes 383 shares of common stock held by Mr. Fivel’s wife. (9) Includes 2,896 shares of common stock held in trusts for the benefit of Mr. Rulli’s children. (10) Does not include 4,172,426 units beneficially owned by or for the benefit of Simon family members as to which members of the MSA group do not have voting or dispositive power.

SIMON PROPERTY GROUP 2018 PROXY STATEMENT 21