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April 02 2020 - 2:06PM
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UNITED STATES
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) March 31, 2020
SIMON PROPERTY GROUP, INC.
SIMON PROPERTY GROUP, L.P.
(Exact name of registrant as specified in
its charter)
Delaware
(Simon Property Group, Inc.)
Delaware
(Simon Property Group, L.P.)
(State or other jurisdiction of
incorporation)
|
001-14469
(Simon Property Group, Inc.)
001-36110
(Simon
Property Group, L.P.)
(Commission File Number)
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04-6268599
(Simon Property Group, Inc.)
34-1755769
(Simon
Property Group, L.P.)
(I.R.S. Employer
Identification
No.)
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225
West Washington Street
Indianapolis,
Indiana 46204
(Address of principal executive offices)
(317) 636-1600
(Registrant’s telephone number, including area code)
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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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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Securities
registered pursuant to Section 12(b) of the Act:
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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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Simon Property Group, Inc.
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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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Simon Property Group, Inc.
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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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Simon Property Group, L.P.
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2.375% Senior Unsecured Notes due 2020
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SPG/20
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in 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).
Simon Property Group, Inc.:
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Emerging growth company ¨
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Simon Property Group, L.P.:
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Emerging growth company ¨
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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.
Simon Property Group, Inc.: ¨
Simon Property Group, L.P.: ¨
Co-Registrant
CIK
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0001022344
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Co-Registrant Amendment
Flag
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false
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Co-Registrant Form Type
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8-K
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Co-Registrant
DocumentPeriodEndDate
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2020-03-31
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Co-Registrant Written
Communications
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false
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Co-Registrant Solicitating
Materials
|
false
|
Co-Registrant
PreCommencement Tender Offer
|
false
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Co-Registrant
PreCommencement Issuer Tender Offer
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false
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Co-Registrant
AddressLine1
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225
West Washington Street
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Co-Registrant City
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Indianapolis
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Co-Registrant State
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Indiana
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Co-Registrant ZipCode
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46204
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Co-Registrant
CityAreaCode
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317
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Co-Registrant
LocalPhoneNumber
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636-1600
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Unless stated otherwise or the context otherwise
requires, references to the “Company” means Simon Property Group, Inc., the sole general partner of the Simon Property
Group, L.P.
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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
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Effective March 28, 2020, because of the
COVID-19 pandemic and its related impact on the Company's business operations, (i) David Simon, the Chairman, Chief Executive Officer
and President of the Company has elected to reduce his base salary to zero, (ii) Steven E. Fivel, the General Counsel and Secretary
of the Company, and John Rulli, the President of Malls – Chief Administrative Officer of the Company, have each agreed to
reduce their respective base salaries by 30%, and (iii) Brian J. McDade, the Executive Vice President, Chief Financial Officer
and Treasurer of the Company, and Alexander L.W. Snyder, the Assistant General Counsel and Assistant Secretary of the Company,
have each agreed to reduce their respective base salaries by 25%.
Each of these base salary reductions
will remain in effect for a to-be-determined period of time and were unanimously approved by the compensation committee of
the Company on March 31, 2020.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly
authorized.
Dated: April 2, 2020
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Simon Property Group, Inc.
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By:
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/s/ BRIAN J. MCDADE
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Brian J. McDade,
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Executive Vice President, Chief Financial Officer and Treasurer
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Simon Property Group, L.P.
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By:
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Simon Property Group, Inc., the sole General Partner
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By:
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/s/ BRIAN J. MCDADE
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Brian J. McDade,
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Executive Vice President, Chief Financial Officer and Treasurer
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