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SIMON PROPERTY GROUP INC /DE/ FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 15, 2014

ITEM 5.07 Submission of Matters to a Vote of Security Holders



At the 2014 Annual Meeting of Stockholders held on May 15, 2014, the Company's stockholders voted on the following business items which were set forth in the notice for the meeting:

Proposal 1 - Election of Directors: a proposal to elect ten (10) directors each for a one-year term ending at the 2015 annual meeting of stockholders, including three (3) persons elected as directors by the voting trustees who vote the Class B common stock. All of the nominees for director received the requisite votes to be elected;

Proposal 2 - Advisory Vote and Approval of the Company's Executive Compensation: a proposal to approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement received in excess of 95% of the votes cast;

Proposal 3 - Ratification and Approval of the Amended and Restated 1998 Stock Incentive Plan received more than 97% of the votes cast; and

Proposal 4 - Ratification of Independent Registered Public Accounting Firm: a proposal to ratify the Audit Committee's appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014.

The vote tabulation for each proposal is as follows:

Proposal 1 - Election of Directors

Broker Nominee For Against Abstain Non-Vote



Melvyn E. Bergstein 259,262,225 4,697,228 219,059 11,490,111 Larry C. Glasscock 263,246,746 716,297 215,469 11,490,111 Karen N. Horn, Ph.D. 235,249,153 28,719,314 210,045 11,490,111 Allan Hubbard

260,611,444 3,348,990 218,078 11,490,111



Reuben S. Leibowitz 260,924,147 3,039,758 214,607 11,490,111 Daniel C. Smith, Ph.D. 260,636,210 3,329,529 212,773 11,490,111 J. Albert Smith, Jr. 261,521,908 2,442,882 213,722 11,490,111

The voting trustees who vote the Company's Class B common stock voted all 8,000 outstanding Class B shares for the election of the following three (3) persons as directors:

David SimonHerbert SimonRichard S. Sokolov



Proposal 2 - Advisory Vote and Approval of the Company's Executive Compensation

For Against Abstain Broker Non-Votes 251,999,185 11,891,013 288,314 11,490,111

Proposal 3 - Ratification and Approval of the Amended and Restated 1998 Stock Incentive Plan For Against Abstain Broker Non-Votes 257,675,440 6,205,805 297,267 11,490,111



Proposal 4 - Ratification of Independent Registered Public Accounting Firm

For Against Abstain 273,312,544 2,144,065 212,014 2



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Source: Edgar Glimpses


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