Current Report Filing (8-k)
2021年12月9日 - 6:11AM
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 8, 2021
SIMON
PROPERTY GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-14469
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04-6268599
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
|
File
Number)
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Identification
No.)
|
|
225 WEST WASHINGTON STREET
INDIANAPOLIS,
Indiana
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46204
|
|
(Address
of principal executive offices)
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(Zip
Code)
|
Registrant’s
telephone number, including area code: 317.
636.1600
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
|
¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
|
|
¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
|
|
¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbols
|
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Name
of each exchange on which registered
|
|
|
|
|
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Common
stock, $0.0001 par value
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SPG
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New York Stock Exchange
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8⅜%
Series J Cumulative Redeemable Preferred Stock, $0.0001 par value
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SPGJ
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New York Stock Exchange
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On December 8, 2021, the
Board of Directors (the “Board”) of Simon Property Group, Inc. (the “Company”), upon recommendation of its
Governance and Nominating Committee, appointed Ms. Peggy Fang Roe to the Board, with a term set to expire at the Company’s 2022
annual meeting of stockholders. The appointment of Ms. Roe increases the size of the Board to fourteen members. The Governance
and Nominating Committee and the Board have determined that Ms. Roe is Independent under the Company’s Governance Principles and
in accordance with the rules adopted by the Securities and Exchange Commission. There are no arrangements or understandings
between Ms. Roe and any other persons pursuant to which Ms. Roe was appointed a director of the Company.
As a non-employee director,
Ms. Roe will participate in the non-employee director compensation arrangements described in the Company’s definitive proxy statement
filed with the Securities and Exchange Commission on March 26, 2021 and incorporated herein by reference. In addition, it is expected
that she will enter into the Company’s standard form of director indemnity agreement. The form of the indemnity agreement was filed
as Exhibit 10.7 to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission
on August 13, 1998 and is incorporated herein by reference.
A copy of the Company’s
press release announcing the appointment of Ms. Roe to the Board is attached hereto as Exhibit 99.1 and the information set forth
therein is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits
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Financial Statements:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: December 8, 2021
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SIMON PROPERTY GROUP, INC.
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By:
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/s/ STEVEN E. FIVEL
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Steven E. Fivel,
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Secretary and General Counsel
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Simon Property (NYSE:SPG-J)
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