Additional Proxy Soliciting Materials (Form DEFA14A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

Simon Property Group, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

SIMON PROPERTY GROUP This document supplements our definitive proxy statement filed by Simon Property Group, Inc . with the U . S . Securities and Exchange Commission on April 1 , 2025 , in connection with the Company's 2025 annual meeting of shareholders to be held on May 14 , 2025 . MAY 2025

SAY ON PAY 2 • A&R OPI Program was adopted in November 2023 after substantial engagement with and feedback from shareholders • The Compensation Committee worked extensively with outside counsel, consultants and other outside advisors in formulating a program responsive to feedback • ISS Recommended "FOR" 2024 Say on Pay , including the A&R OPI Program and we received 94.3% support • 2024 OPI Awards granted in connection with successful monetization of Company's investment in ABG, which resulted in cash proceeds of $1.5 billion • Granted pursuant to the terms of the previously supported A&R OPI Program framework and formula, with additional conservative discretion exercised: » 16.5% unallocated portion of calculated award pool was not reallocated and was forfeited » NEO awards subject to 5 - year vesting period , which is 2 years longer than A&R OPI Program default standard • ISS is now applying a previously undisclosed cap on awards and recommending against Say on Pay proposal because the CEO's 2024 OPI awards was too large, while not taking vesting into account properly » Analyzed properly, aggregate CEO compensation is less than 1.7x of the ISS peer CEO per median, including vesting over a 5 - year period » Size of award was calculated based on the size of gain recognized by the Company , which is aligned with shareholders • Glass Lewis has appropriately analyzed the substance of the Say on Pay proposal and recommended FOR

CLASS B 3 • Class B structure has been in place since IPO in 1993 and never an issue for shareholders before ISS arbitrarily discontinued its grandfather policy in 2023 • Class B structure is not typical dual class with "golden vote" or "super - majority" voting control; simply the right to elect up to 4, non - independent directors to the Board, who are prohibited from serving on core Committees • ISS inaccurately characterizes the Class B voting rights to imply that Class B elects CEO, Chairman and Vice - Chairman » We have repeatedly requested that ISS corrects this mischaracterization with no success • Glass Lewis and CII do not consider structure to be dual class • There is inherent value in Class B which has historically facilitated successful acquisitions for the Company due to favorable tax treatments, resulting in ~$8.5 billion of value in the Operating Partnership for the benefit of the Company • Sunset in place tied to Simon family substantial ownership in the aggregate equity of the Company

REDOMESTICATION 4 • The Board and Management have discussed redomestication from Delaware for a long time • The Company was originally a Maryland corporation and became a Delaware corporation through 1998 merger with CPI • More than 70% of publicly traded REITs are not incorporated in Delaware • Indiana statutory law is well settled and similar to Maryland in many positive ways » Company opting out of mandatory staggered board and control share acquisitions statute • Delaware incorporation imposes substantial costs on Companies, including annual, perpetual $250,000 franchise tax, costs of Delaware counsel and litigation costs » Delaware plaintiff bar derives substantial compensation from substantial number of public companies incorporated in Delaware » Capital market transaction costs can be substantial • Long history and close ties of Company with the State of Indiana » Headquartered in Indiana , with substantial corporate and property/field presence • There are a number of other well - respected companies incorporated in Indiana , including Eli Lilly , Elevance and Cummins

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Simon Property Group Inc. published this content on May 05, 2025, and is solely responsible for the information contained herein. Distributed via EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system operated by the U.S. Securities and Exchange Commission, on May 05, 2025 at 13:46 UTC.