Sector: Real Estate
SIMON PROPERTY GROUP REIT INC · Meeting: May 13, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Independent director with strong real estate and hospitality expertise; SPG's 3-year return of +107.4% far exceeds the ^FNER benchmark by +97.6 percentage points, well above the 65-point threshold needed to trigger a vote against, so the TSR test does not apply; no overboarding, attendance, or independence concerns.
Joined the board in February 2026, fewer than 24 months ago, so he is fully exempt from the TSR performance trigger under policy; brings extensive real estate investment banking experience with no other flags identified.
Long-tenured independent Non-Executive Chairman with strong financial and executive leadership credentials; SPG's outstanding 3-year TSR does not trigger a vote against under any benchmark; serves on one other public board (Sysco), well within limits.
Joined in 2024, fewer than 24 months ago, making her exempt from the TSR trigger; CPA with deep real estate investment expertise, serving on two other public boards (Equity Residential, Pebblebrook Hotel Trust), within the four-board limit.
Long-tenured independent director and Compensation Committee Chair with CPA and legal background and deep REIT expertise; SPG's exceptional 3-year TSR performance clears the benchmark threshold by a wide margin; no overboarding or other concerns.
Joined in 2023, within the 24-month new-director exemption window, so the TSR trigger does not apply; CPA with extensive finance and risk management experience; serves on one other public board within limits.
Independent director with broad consumer and executive leadership experience; SPG's 3-year TSR outperformance versus the ^FNER benchmark (+97.6 percentage points) is well above the 65-point trigger threshold, so no TSR concern applies; serves on one other public board.
Independent director with global hospitality and marketing expertise; joined in 2021 and SPG's strong 3-year TSR does not trigger any concern; a sitting executive at Marriott International but holds no other outside public board seats, so no overboarding issue.
Independent director with investment banking and government experience; SPG's 3-year TSR of +107.4% versus the ^FNER benchmark clears the trigger threshold with ease; serves on one other public board (Safehold), within limits.
Long-tenured independent director with academic and executive leadership background; SPG's outstanding stock performance over his tenure does not raise any TSR concern; no other public board seats, no overboarding, and strong qualifications.
Independent Audit Committee Chair with deep financial expertise as a former Fortune 500 CFO and CPA; SPG's 3-year TSR greatly exceeds the ^FNER benchmark; serves on one other public board (Sherwin-Williams), within limits.
Newly appointed CEO and director (director since 2024, CEO since March 2026); as a director he joined within the last 24 months and is exempt from the TSR trigger; the TSR test in any case does not fire given SPG's exceptional performance versus the ^FNER benchmark.
Long-serving Class B director and Vice Chairman with extensive REIT operating experience; SPG's 3-year TSR of +107.4% vastly outperforms the ^FNER benchmark by +97.6 percentage points, well above the 65-point threshold, so the TSR trigger does not fire; no overboarding concerns.
All 13 director nominees — 11 independent directors elected by common shareholders and 2 Class B directors — receive a FOR vote. SPG's 3-year price return of +107.4% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +97.6 percentage points, exceeding the 65-point underperformance threshold required to trigger a vote against any director (meaning strong performance, not underperformance, is present). Several newer directors are also protected by the 24-month new-director exemption. No director exceeds four public board seats, all met the 75% attendance requirement, no independence violations were found on audit or compensation committees, and the board discloses a clear skills matrix.
CEO
David Simon
Total Comp
$11,663,678
Prior Support
47.5%%
The prior year's advisory vote on executive compensation failed outright, receiving only about 47.5% support (127.5 million votes for versus 140.9 million against) at the 2025 annual meeting — well below the 70% threshold that our policy uses as a warning signal. Under our voting policy, when a company receives less than 70% support on pay and makes no visible structural changes to its compensation program, the vote must be AGAINST. While Simon Property Group engaged extensively with shareholders after the failed vote and the Compensation Committee acknowledged the concerns, the company's own proxy confirms that no structural changes were made: the A&R OPI Program remains in place, the core program design is unchanged, and the committee's response was limited to enhanced disclosure and a commitment to calibrate future award sizes — not a change to the program's framework. The company's strong operating performance and the fact that 88.9% of CEO pay was variable and performance-linked are positive factors, but they do not override the clear policy requirement to vote AGAINST when structural remediation after a failed vote is absent.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young LLP is a Big 4 firm appropriate for a $61 billion market-cap REIT. The proxy filing does not disclose specific audit fee and non-audit fee figures in the text provided, so the non-audit fee ratio trigger cannot be confirmed; per policy, when fee data is unavailable the default vote is FOR. Auditor tenure is not explicitly stated in the provided filing text, so the tenure trigger cannot fire; policy requires confirmed data to apply a No vote on tenure grounds.
The 2026 Simon Property Group annual meeting ballot covers three standard proposals: director elections, Say on Pay, and auditor ratification. All 13 director nominees receive a FOR vote based on SPG's exceptional stock performance versus the ^FNER (FTSE NAREIT All Equity REITs Index) benchmark and the absence of any overboarding, attendance, or independence concerns; the auditor ratification also receives a FOR vote as Ernst & Young is an appropriate Big 4 firm. However, the Say on Pay vote receives an AGAINST recommendation because the 2025 advisory vote on compensation failed outright at roughly 47.5% support and the company made no structural changes to its compensation program in response, triggering the policy's mandatory No vote for non-remediated failed pay votes.
21 companies disclosed in 2026 proxy filing
