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.           )

 

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April 8, 2011

Dear Fellow Stockholder:

        It is my pleasure to invite you to the 2011 Annual Meeting of Stockholders of Simon Property Group, Inc. This year's meeting will be held on Thursday, May 19, 2011 at 10:00 a.m. (EDT), at our executive offices located at 225 West Washington Street, Indianapolis, Indiana. At the meeting, stockholders will vote on the business items listed in the notice of the meeting, which follows on the next page.

        As we have done for the past three years, we are furnishing proxy materials to many of our stockholders over the Internet. We believe that this e-proxy process expedites stockholders' receipt of proxy materials, lowers our costs and reduces the environmental impact of our annual meeting. On April 8, 2011, we mailed to a majority of our stockholders a Notice containing instructions on how to access our Proxy Statement and 2010 Annual Report to Stockholders and vote online. All other stockholders will receive these materials by mail. The proxy statement contains instructions on how you can (i) receive a paper copy of the proxy statement and annual report, if you only received a Notice by mail, or (ii) elect to receive your proxy statement and annual report over the Internet, if you received them by mail this year.

        Whether or not you plan to attend the meeting, your vote is important and we encourage you to vote promptly.

        You may vote your shares via a toll-free telephone number or over the Internet. If you received a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. Instructions regarding all three methods of voting are contained in the proxy statement and on the proxy card.

        I look forward to seeing you at the annual meeting.

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Simon Property Group, Inc.
225 West Washington Street
Indianapolis, Indiana 46204

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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Simon Property Group, Inc.
225 West Washington Street
Indianapolis, Indiana 46204

PROXY STATEMENT

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        This proxy statement and accompanying proxy are being provided to stockholders on or about April 8, 2011 in connection with the solicitation by the Board of Directors of Simon Property Group, Inc. ("Simon," "we," "us," "our" or the "company") of proxies to be voted at the 2011 annual meeting on May 19, 2011.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why did some stockholders receive a Notice of Internet Availability of Proxy Materials?

        Certain of our stockholders will receive a Notice of Internet Availability of Proxy Materials, or Notice, which was or will be sent to stockholders on or about April 8, 2011, containing information on the availability of our proxy materials on the Internet. Stockholders who received the Notice by mail will not receive a printed copy of our proxy materials unless requested in the manner described in the Notice. The Notice explains how to access and review this proxy statement and our 2010 Annual Report to Stockholders, and how you may vote by proxy.

What is a proxy?

        A proxy is your legal designation of another person to vote on your behalf. By completing and returning the enclosed proxy card, you are giving the persons named in the proxy card, David Simon and J. Albert Smith, Jr., the authority to vote your shares in the manner you indicate on your proxy card.

Who is qualified to vote?

        You are qualified to vote on all matters presented to the stockholders at the meeting if you own shares of our common stock, par value $.0001 per share, or Class B common stock, par value $.0001 per share, at the close of business on March 21, 2011.

        All of the Class B common shares are subject to a voting trust as to which Herbert Simon and David Simon are the voting trustees. The Board is not soliciting proxies in respect of the Class B common shares.

How many shares may vote at the meeting?

        On March 21, 2011, there were outstanding 293,182,636 shares of common stock and 8,000 shares of Class B common stock. As a result, a total of 293,190,636 shares are entitled to vote (which we refer to in this proxy statement as the "voting shares") on all matters presented to stockholders at the meeting.

How many shares must be present to hold the meeting?

        The presence at the meeting in person or by proxy of holders of shares representing a majority of all the votes entitled to be cast at the meeting, or 146,595,319 voting shares, will constitute a quorum for the transaction of business.

What is the difference between a "stockholder of record" and a "street name" holder?

        These terms describe how your shares are held. If your shares are registered directly in your name with BNY Mellon Shareowner Services, our transfer agent, you are a "stockholder of record." If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a "street name" holder.

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How do I vote my shares?

        If you are a "stockholder of record," you have several choices. You can vote your shares by proxy:

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By mailing your proxy card;



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Over the telephone; or



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Via the Internet.

        Please refer to the specific instructions set forth on the Notice or printed proxy materials. For security reasons, our electronic voting system has been designed to authenticate your identity as a stockholder.

        If you hold your shares in "street name," your broker/bank/trustee/nominee will provide you with materials and instructions for voting your shares.

Can I vote my shares in person at the meeting?

        If you are a "stockholder of record," you may vote your shares in person at the meeting. If you hold your shares in "street name," you must obtain a proxy from your broker, bank, trustee or nominee, giving you the right to vote the shares at the meeting.

What do I need to do to attend the meeting in person?

        Proof of stock ownership and some form of government-issued photo identification (such as a valid driver's license or passport) will be required for admission to the meeting. Only stockholders who owned Simon Property Group, Inc. common stock as of the close of business on March 21, 2011 are entitled to attend the meeting.

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If your shares are registered in your name and you owned Simon Property Group, Inc. common stock as of the close of business on March 21, 2011, you only need to provide some form of government issued photo identification for admission.



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If your shares are held in a bank or brokerage account, contact your bank or broker to obtain a written legal proxy in order to vote your shares at the meeting. If you do not obtain a legal proxy from your bank or broker, you will not be entitled to vote your shares, but you can still attend the meeting if you bring a recent bank or brokerage statement showing that you owned shares of common stock on March 21, 2011.

What are my choices when voting?

        Proposal 1—You may cast your vote FOR or AGAINST the nominees for election as directors, or you may ABSTAIN from voting.

        Proposal 2—You may cast your vote FOR or AGAINST the advisory proposal to approve executive compensation, or you may ABSTAIN from voting.

        Proposal 3—On the advisory proposal concerning the frequency of future advisory votes on executive compensation, you may choose to have such votes every (a) 1 YEAR, (b) 2 YEARS, or (c) 3 YEARS, or you may ABSTAIN from voting.

        Proposal 4—You may cast your vote FOR or AGAINST ratifying the appointment of the independent auditor, or you may ABSTAIN from voting.

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What are the Board's recommendations on how I should vote my shares?

        The Board recommends that you vote your shares as follows:

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Proposal 1: FOR all of the nominees for election as directors.



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Proposal 2: FOR the advisory proposal on executive compensation.



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Proposal 3: Choose 1 YEAR for the frequency of future advisory votes on executive compensation.



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Proposal 4: FOR the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm (independent auditors) for the year ending December 31, 2011.

How would my shares be voted if I do not specify how they should be voted?

        If you sign and return a proxy card without indicating how you want your shares to be voted, the persons named as proxies will vote your shares as follows:

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Proposal 1: FOR all of the nominees for election as directors.



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Proposal 2: FOR the advisory proposal on executive compensation.



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Proposal 3: Choose 1 YEAR for the frequency of future advisory votes on executive compensation.



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Proposal 4: FOR the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm (independent auditors) for the year ending December 31, 2011.

What are broker non-votes?

        A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary authority to vote for that particular proposal and has not received instructions from the beneficial owner as to how to vote its shares. Proposals 1, 2 and 3 all fall into this category. If you do not provide your broker with voting instructions, your shares will not be voted on any of these proposals.

What vote is required to approve each proposal?

        The voting trustees who vote the Class B common stock have advised us that they intend to vote all shares of the Class B common stock FOR the election of all nominees, FOR the advisory proposal on executive compensation, for 1 YEAR on the advisory proposal concerning the frequency of future advisory votes on

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executive compensation, and FOR the ratification of the appointment of Ernst & Young LLP. Accordingly, to approve each of the proposals, the following votes are required from the holders of voting shares.

        All shares entitled to vote at the meeting are entitled to one vote per share.

Why did I receive more than one Notice or proxy card?

        You will receive multiple Notices or cards if you hold your shares in different ways (e.g., joint tenancy, trusts, custodial accounts) or in multiple accounts. If your shares are held by a broker (i.e., in "street name"), you will receive your proxy card or other voting information from your broker, and you will return your proxy card(s) to your broker. You should vote on and sign each proxy card you receive.

Can I change my vote after I have mailed in my proxy card?

        You may revoke your proxy by doing one of the following:

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By sending a written notice of revocation to our Secretary at 225 West Washington Street, Indianapolis, Indiana 46204 that is received prior to the meeting, stating that you revoke your proxy;



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By signing a later-dated proxy card and submitting it so that it is received prior to the meeting in accordance with the instructions included in the proxy card(s); or



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By attending the meeting and voting your shares in person.

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Will the results of the advisory vote on executive compensation or the advisory vote on how frequently to conduct future advisory votes on executive compensation be binding on the Company or its board of directors?

        The outcome of the voting on these matters will be advisory only and will not bind or restrict the Board of Directors in any manner when the Board makes decisions on these subjects. The Board could, if it concluded it was in our best interests to do so, choose not to follow or implement the stockholders' advice on either or both matters.

What happens if additional matters are presented at the annual meeting?

        We know of no other matters other than the items of business described in this proxy statement that can be considered at the meeting. If other matters requiring a vote do arise, the persons named as proxies will have the discretion to vote on those matters for you.

Who will count the votes?

        Broadridge Financial Solutions, Inc. will count the votes and will facilitate the engagement of an independent inspector of election. The inspector will be present at the meeting.

Will the meeting be accessible to disabled persons?

        Our executive offices are accessible to disabled persons. Please call us at least five days in advance at 317-685-7330 if you require any special accommodations.

How can I review the list of stockholders entitled to vote at the meeting?

        A list of stockholders entitled to vote at the meeting will be available at the meeting and for ten days prior to the meeting, between the hours of 8:45 a.m. and 4:30 p.m., at our offices at 225 West Washington Street, Indianapolis, Indiana 46204. If you would like to view the stockholder list, please contact our Secretary to schedule an appointment.

Who pays the cost of this proxy solicitation?

        We will pay the cost of preparing, assembling and mailing the proxy materials. We will also request banks, brokers and other holders of record to send the proxy materials to, and obtain proxies from, beneficial owners and will reimburse them for their reasonable expenses in doing so. In addition, we have hired MacKenzie Partners, Inc. to assist in the solicitation of proxies. We will pay MacKenzie Partners a fee of $10,000 for its services.

Is this proxy statement the only way that proxies are being solicited?

        Certain employees or other representatives of the company may also solicit proxies by telephone, facsimile, e-mail or personal contact. They will not be specifically compensated for doing so.

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PRINCIPAL STOCKHOLDERS

        The following table sets forth certain information concerning each person (including any group) known to us to beneficially own more than five percent (5%) of any class of our voting securities as of March 21, 2011. Unless otherwise indicated in the footnotes, shares are owned directly and the indicated person has sole voting and investment power.

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CORPORATE GOVERNANCE MATTERS

Policies on Corporate Governance

        Our Board believes that good corporate governance is important to ensure that the company is managed for the long-term benefit of its stockholders. Each year, the Board or one of its committees reviews our Governance Principles, the written charters for each of its standing committees of the Board and our Code of Business Conduct and Ethics and amends them as appropriate to reflect new policies or practices. The current version of each of these documents is available on our Internet website, www.simon.com, in the Investors/Corporate Governance section, and will be provided in print without charge upon written request to our Secretary at 225 West Washington Street, Indianapolis, Indiana 46204.

        We will also either disclose on Form 8-K or post on our Internet website any substantive amendment to, or waiver from, a provision of the Code of Business Conduct and Ethics that applies to any of our directors or executive officers.

Board Leadership Structure

        Since 2007, David Simon has served as both Chairman of the Board of Directors and Chief Executive Officer. The Board of Directors believes that having David Simon fill these two leadership roles continues to be an appropriate and efficient leadership structure. Combining the Chairman and Chief Executive Officer roles facilitates clear leadership responsibility and accountability, effective decision-making, and a cohesive corporate strategy.

        Because David Simon holds the position of Chairman, the Board has also designated a Lead Independent Director who presides over the regularly conducted executive sessions of the independent directors, plays an active role in setting Board agendas and facilitates interactions between the independent directors and the senior management team. The Board of Directors re-evaluates our leadership structure on an ongoing basis and may change it as circumstances warrant.

Board's Role in Oversight of Risk Management

        While risk management is primarily the responsibility of our management, the Board of Directors provides overall risk oversight focusing on the most significant risks facing us. We have implemented a company-wide enterprise risk management process to identify and assess the major risks we face and develop strategies for controlling, mitigating and monitoring risk. As part of this process, we gather information throughout our company to identify and prioritize these major risks. The identified risks and mitigation strategies are validated with management and presented to the Audit Committee on an ongoing basis.

        Examples of major risks we have identified are our ability to access capital, changes in economic conditions and consumer spending, the risks from competition from other shopping venues, including internet sales, tenant bankruptcies and our ability to renew leases and otherwise lease space.

        The Audit Committee has standing agenda items for several of its meetings each year relating to its responsibilities in this process and reports on these items to the full Board. Our Vice President of Audit Services (who is also responsible for our internal audit function) is responsible for supervising the enterprise risk management process and in that role reports directly to the Audit Committee. Other members of senior management who have responsibility for designing and implementing various aspects of our risk management process also regularly meet with the Audit Committee. The Audit Committee discusses our major financial risk exposures with our Chief Executive Officer and Chief Financial Officer and receives reports from other members of senior management with regard to other identified risks.

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        The Compensation Committee is responsible for overseeing any risks relating to our compensation policies and practices. Specifically, the Compensation Committee oversees the design of incentive compensation arrangements of senior management to implement our pay for performance philosophy without encouraging or rewarding excessive risk taking by our executives. Additional information concerning risks relating to our compensation policies and practices is provided on page 43 of this proxy statement.

        Management conducts additional reviews of risks as needed or as requested by the Board or Audit Committee.

Director Independence

        The Board has adopted standards to assist it in making determinations of director independence. These standards incorporate, and are consistent with, the definition of "independent" contained in the New York Stock Exchange listing rules. These standards are included in our Governance Principles, which are available on our Internet website, www.simon.com, as described above. The Board has affirmatively determined that each of the persons nominated for election as directors by the holders of voting shares meets these standards and is independent.

        Herbert Simon, David Simon and Mr. Sokolov are our employees and, accordingly, are not considered independent directors.

Majority Vote Standard for Election of Directors

        Our By-Laws provide for a majority voting standard for the election of directors. This means that any director who, in an uncontested election, receives a greater number of "against" votes than "for" votes must promptly tender his or her resignation to the Board of Directors, subject to its acceptance. The Governance and Nominating Committee will promptly consider the resignation and recommend to the Board whether to accept or reject it. Both the committee and the Board may consider any factors they deem appropriate and relevant to their actions.

        The Board will act on the tendered resignation, taking into account the Governance and Nominating Committee's recommendation. The affected director cannot participate in any part of the process. We will publicly disclose the Board's decision by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication within 90 days after the vote is certified.

        In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors will be a plurality of the votes cast by the holders of shares entitled to vote on the election of directors, provided a quorum is present.

Nominations for Directors

        The Governance and Nominating Committee will consider director nominees recommended by stockholders. A stockholder who wishes to recommend a director candidate should send such recommendation to our Secretary at 225 West Washington Street, Indianapolis, Indiana 46204, who will forward it to the committee. Any such recommendation should include a description of the candidate's qualifications for Board service, the candidate's written consent to be considered for nomination and to serve if nominated and elected, and addresses and telephone numbers for contacting the stockholder and the candidate for more information. A stockholder who wishes to nominate an individual as a director candidate at the annual meeting of stockholders, rather than recommend the individual to the Governance and Nominating Committee as a nominee, must comply with the advance notice requirements for stockholder nominations set forth in our By-Laws.

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        Our Governance Principles provide that all candidates for election as members of the Board should possess high personal and professional ethics, integrity and values and be committed to representing the long-term interests of our stockholders and otherwise fulfilling the responsibilities of directors as described in our Governance Principles. Our Governance Principles further provide that our directors should not serve on more than four boards of public companies, including our Board, unless the Board or Governance and Nominating Committee determines that serving on more than four boards does not impair the ability of the director to serve as an effective member of our Board. In recommending candidates to the Board for election as directors, the Governance and Nominating Committee will consider the foregoing minimum qualifications as well as each candidate's credentials, keeping in mind our desire, as stated in our Governance Principles, to have a Board representing diverse experiences and backgrounds, as well as expertise in or knowledge of specific areas that are relevant to our business activities.

Director Qualifications

        The Board of Directors believes that its members should exhibit high standards of independent judgment and integrity, have a strong record of achievement, have an understanding of our business and the competitive environment in which we operate, and have diverse experiences and backgrounds. Directors should be committed to enhancing stockholder value on a long-term basis and have sufficient time to carry out their duties.

        In addition, the Board of Directors has determined that the Board as a whole should strive to have the right mix of characteristics and skills necessary to perform its oversight responsibilities on an effective basis. The Board believes that directors with skills, such as the following, can assist in meeting this goal:

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leadership of large, complex organizations;



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accounting and finance;



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capital markets;



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retail marketing;



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strategic planning;



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relevant industries, especially real estate acquisitions, development and operations;



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banking;



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legal and corporate governance;



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government and governmental relationships; and



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international business.

Communications with the Board

        The Board has implemented a process by which our stockholders and other interested parties may communicate with one or more members of our Board, its committees or the independent directors as a group in a writing addressed to Simon Property Group, Inc., Board of Directors, c/o Secretary, 225 West Washington Street, Indianapolis, Indiana 46204. The Board has instructed our Secretary to promptly forward all such communications to the specified addressees thereof.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our directors, executive officers and beneficial owners of more than 10% of our capital stock to file reports of ownership and changes of ownership with the Securities and Exchange Commission and the New York Stock Exchange. Based on our records and other information, we believe that during the year ended December 31, 2010 all applicable Section 16(a) filing requirements were met.

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TRANSACTIONS WITH RELATED PERSONS

Policy

        On an annual basis, each director and executive officer is obligated to complete a director and officer questionnaire which requires disclosure of any transactions with us in which the director or executive officer, or any member of his or her immediate family, has an interest. Pursuant to our Code of Business Conduct and Ethics, which is available in the Investors/Corporate Governance section of our Internet website at www.simon.com, the Audit Committee must review and approve all related person transactions in which any executive officer, director, director nominee or more than 5% stockholder of the company, or any of their immediate family members, has a direct or indirect material interest. Pursuant to the charter of the Audit Committee, which is available in the Investors/Corporate Governance section of our Internet website at www.simon.com, the Audit Committee may not approve a related person transaction unless (1) it is in or not inconsistent with our best interests and (2) where applicable, the terms of such transaction are at least as favorable to us as could be obtained from an unrelated third party.

        Our general counsel is charged with reviewing any conflict of interest involving any other employee.

Transactions with the Simons

        We are a party to noncompetition agreements with Herbert Simon and David Simon. Pursuant to such agreements and except as set forth below, Herbert Simon is prohibited from engaging in the shopping center business in North America other than through the company or as a passive investor until the date that he is no longer one of our directors or officers, and David Simon is prohibited from engaging in the shopping center business in North America other than through the company and, with certain exceptions, for two years after he resigns or is terminated for cause. These restrictions will not prohibit them from owning an interest in two shopping centers that were not contributed to the Operating Partnership at the time of our predecessor's initial public offering in 1993. It is anticipated that such commitments will not, in the aggregate, involve a material amount of time, but no assurance can be given in this regard. In addition, Herbert Simon may continue to pursue other investment activities in which he is currently engaged.

        We manage the shopping centers referred to above pursuant to management agreements that provide for a management fee and reimbursement of our direct and indirect costs. In 2010, we received $4,308,122 in fees and reimbursements for managing these centers. Seventy-one percent (71%) of these fees are paid by a shopping center in which Herbert Simon, David Simon and affiliated persons, collectively, the Simons, have a 50% interest. Although some of the agreements were not negotiated on an arms-length basis, they have been reviewed and approved by the Audit Committee in accordance with our policy described above.

        We provide MSA with office space and legal, human resource administration, property specific financing and other support services in exchange for MSA's payment to us for the cost of those services. In 2010, MSA paid us $1,250,000 as MSA's share of the cost of these services. We also reimburse entities owned by MSA and David Simon, respectively, for our business use of the aircraft owned and operated by such entities. Our reimbursement for aircraft use is based upon a below market hourly cost of operating each of the aircraft in question and the verified number of hours of our use, plus reimbursement for certain out-of-pocket expenses. For our business use of aircraft in 2010, we reimbursed MSA $463,200 and David Simon's company $378,245. In addition, we reimbursed MSA $92,300 for maintenance, pilot and other support services that MSA provided with respect to our use of David Simon's company's aircraft. These payments and reimbursements were reviewed and approved by the Audit Committee.

        Our Charter requires that at least a majority of our directors be neither our employees nor members or affiliates of members of the Simons. Our Charter further requires that transactions involving us in our capacity

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as general partner of the Operating Partnership, in which any of the Simons has an interest must, in addition to any other vote that may be required, be approved in advance by a majority of such "independent directors".

Other Transactions

        Some of the limited partners of the Operating Partnership guaranteed a portion of the mortgage debt obligations on certain properties through foreclosure guarantees. The underlying mortgage debt obligations were repaid in full during 2010, so there were no such guarantees outstanding at December 31, 2010. In each case, the loans (which are without recourse against us and our affiliates) were made by unrelated third party institutional lenders and the guarantees are for the benefit of each lender. In the event of foreclosure of the mortgaged property, the proceeds from the sale of the property are first applied against the amount of the guarantee and also reduce the amount payable under the guarantee. To the extent the sale proceeds from the disposal of the property do not cover the amount of the guarantee, then the limited partner is liable to pay the difference between the sale proceeds and the amount of the guarantee so that the entire amount guaranteed to the lender is satisfied. In addition, some of the limited partners have executed capital contribution obligation agreements which guarantee a portion of our third-party unsecured non-recourse debt obligations. In the event these loans are called, the proceeds realized from the lenders' exercise of their remedies would be applied against and reduce the amount of the contribution obligation. To the extent the proceeds from the exercise of lenders' remedies are less than the amount of the contribution obligation, the limited partner would be obligated to make a capital contribution in an amount equal to the shortfall in the proceeds. During 2010, the following directors, executive officers and beneficial owners of more than 5% of any class of our voting securities provided guarantees totaling a maximum of $63.8 million of the Operating Partnership's mortgage debt obligations: MSA, wholly owned subsidiaries of MSA, the estate of Melvin Simon, Herbert Simon, David Simon and other members of the Simon family.

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MEETINGS AND COMMITTEES OF THE BOARD

Meetings and Attendance

        Our business, property and affairs are managed under the direction of our Board of Directors. Members of our Board of Directors are kept informed of our business through discussions with our Chairman and Chief Executive Officer, other executive officers and our Lead Independent Director, by reviewing materials provided to them, by visiting our offices and properties, and by participating in meetings of the Board and its committees. Directors are also expected to use reasonable efforts to attend the annual meeting of stockholders. All directors attended the 2010 annual meeting. During 2010, the Board of Directors met 9 times. The Board conducts many of its oversight responsibilities through four standing committees, including an Audit Committee, a Compensation Committee, a Governance and Nominating Committee and an Executive Committee. During 2010, all directors participated in 75% or more of the aggregate number of meetings of the Board and the committees on which they served.

Executive Sessions of Independent Directors

        The independent directors meet in executive session without management present in connection with each regularly scheduled Board meeting. During 2010, the independent directors held 4 executive sessions that were not in connection with a Board meeting. The Lead Independent Director, J. Albert Smith, Jr., presides over these executive sessions. He also helps to set agendas for Board meetings and serves as a liaison between the independent directors and the senior management team.

Committee Membership

        The table below provides current membership information for each of the standing committees of the Board.

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The Audit Committee

        The Audit Committee assists the Board in monitoring the integrity of our financial statements, the qualifications, independence and performance of our independent registered public accounting firm, the performance of our internal audit function and our compliance with legal and regulatory requirements. The Audit Committee has sole authority to appoint, subject to stockholder ratification, or replace our independent registered public accounting firm and pre-approves the auditing services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms thereof. The Audit Committee has authority to retain legal, accounting or other advisors. The Audit Committee reviews and discusses with management and our independent registered public accounting firm our annual audited financial statements, our quarterly earnings releases and financial statements, significant financial reporting issues and judgments made in connection with the preparation of our financial statements and any major issues regarding the adequacy of our internal controls. It also issues the report on its activities which appears on pages 30-31 of this proxy statement. The charter of the Audit Committee requires that each member meet the independence and experience requirements of the New York Stock Exchange, the Exchange Act and the rules and regulations of the Securities and Exchange Commission.

        The Board of Directors has determined that each of the current members of the Audit Committee qualifies as an "audit committee financial expert" as defined by rules of the Securities and Exchange Commission.

The Compensation Committee

        The Compensation Committee (1) sets remuneration levels for our executive officers, (2) reviews significant employee benefit programs, (3) establishes and administers our executive compensation programs and our stock incentive plan, (4) discusses with management the Compensation Discussion and Analysis, and, if appropriate, recommends its inclusion in our annual report on Form 10-K and proxy statement and (5) issues the report on its activities which appears on page 32 of this proxy statement. The charter of the Compensation Committee requires that each member meet the independence requirements of the New York Stock Exchange and the rules and regulations of the Securities and Exchange Commission.

        The Compensation Committee has authority to retain the advice and assistance of compensation consultants and legal, accounting or other advisors. The Compensation Committee has retained Frederic W. Cook & Co., Inc., or Cook, as its independent compensation consultant to assist in the design of our executive compensation programs and to provide the Compensation Committee with executive compensation data from other companies of comparable size. In addition, the Compensation Committee reviews and takes into consideration the recommendations of management when making determinations on the compensation of all executive officers other than our Chairman and Chief Executive Officer. As discussed in "COMPENSATION DISCUSSION AND ANALYSIS—Role of Management in Compensation Decisions", these recommendations are initially developed by our human resources department and are then reviewed by our Chairman and Chief Executive Officer, who may make adjustments based upon his subjective assessment of the executive's performance.

        In March 2011, due to the illness of the Chairman of the Compensation Committee, the Board appointed J. Albert Smith, Jr., the Lead Independent Director, to the committee and designated him as Interim Chair.

Compensation Committee Interlocks and Insider Participation

        No member of the Compensation Committee during 2010 was an officer, employee or former officer of us or any of our subsidiaries or had any relationship requiring disclosure in this proxy statement pursuant to Securities and Exchange Commission regulations. None of our executive officers served as a member of a compensation committee or a director of another entity under the circumstances requiring disclosure in this proxy statement pursuant to Securities and Exchange Commission regulations.

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The Governance and Nominating Committee

        The Governance and Nominating Committee nominates persons to serve as directors and, in accordance with our Governance Principles, proscribes appropriate qualifications for Board members. The committee develops and recommends to the Board the Governance Principles applicable to the company and the Board, leads the Board in its annual evaluation of the Board's performance, oversees the assessment of the independence of each director and makes recommendations regarding compensation for non-employee directors. Members of the Governance and Nominating Committee are responsible for screening director candidates, but may solicit advice from our Chief Executive Officer and other members of the Board. The Governance and Nominating Committee has the authority to retain legal, accounting or other advisors, and has sole authority to approve the fees and other terms and conditions associated with retaining any such external advisors. The charter of the Governance and Nominating Committee requires that each member meet the independence requirements of the New York Stock Exchange.

The Executive Committee

        The Executive Committee can exercise all of the authority of the full Board of Directors except for those matters which Delaware law or our organizational documents require the full Board of Directors to act. The Executive Committee can approve any acquisition, disposition or investment in real estate in which our proportionate share of the transaction is less than $100 million. If our share is greater than $100 million, but less than $250 million, the Executive Committee can only approve the transaction with the consent of the Lead Independent Director. In addition, the Executive Committee can approve any financing or refinancing transaction in which our proportionate share is less than $500 million. Actions taken by the Executive Committee are reported to the full Board of Directors at its next meeting.

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PROPOSAL 1—ELECTION OF DIRECTORS

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        The Board of Directors currently consists of eleven members. Based on the recommendation of the Governance and Nominating Committee, the Board has nominated the following eight persons listed below as "Nominees for Director to be Elected by Holders of Voting Shares." All of the nominees are current directors. The voting trustees who vote the Class B common shares have nominated the three persons listed below as "Nominees for Director to be Elected by the Voting Trustees Who Vote the Class B Common Stock." All of these three nominees are currently Class B directors.

        Our employment agreement with Mr. Sokolov contemplates that he will be elected to the Board of Directors and the voting trustees who vote the Class B common shares have agreed to elect Mr. Sokolov to the Board.

        We expect each nominee for election as a director will be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees.

        The names, principal occupations and certain other information about the nominees for director, as well as key experiences, qualifications, attributes and skills that led the Governance and Nominating Committee to conclude that such person is currently qualified to serve as a director are set forth on the following pages.

Security Ownership of Directors and Officers

        As of March 21, 2011, the nominees and our named executive officers:

•

owned beneficially the indicated number and percentage of common shares and Class B common stock treated as a single class; and



•

owned beneficially the indicated number and percentage of units which are exchangeable for common shares on a one-for-one basis or cash, as determined by the Board.

        Unless otherwise indicated in the footnotes on page 27, shares or units are owned directly and the indicated person has sole voting and investment power.

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*

Less than one percent

(1)

All listed directorships are held in companies with securities registered under Section 12 of the Exchange Act or in companies registered as investment companies under the Investment Company Act of 1940, as amended.

(2)

Includes the following common shares that may be purchased pursuant to stock options that are exercisable within 60 days: David Simon—250,000 and all directors and executive officers as a group—250,000. David Simon exercised all of his options on March 24, 2011.

(3)

Includes the following common shares that may be issued upon exchange of units held by the following persons on March 21, 2011: Herbert Simon, David Simon, and other members of the MSA group—31,513,363; Richard S. Sokolov—63,706; and all directors and executive officers as a group—31,577,069. Units are exchangeable either for common shares (on a one-for-one basis) or for cash.

(4)

Includes the following restricted shares which are subject to vesting requirements: Melvyn E. Bergstein—1,057; Linda Walker Bynoe—943; Larry C. Glasscock—1,079; Karen N. Horn, Ph.D.—1,029; Allan Hubbard—943; Reuben S. Leibowitz—943; Daniel C. Smith, Ph.D.—943; J. Albert Smith, Jr.—1,200; David Simon—45,945; Richard S. Sokolov—18,893; Stephen E. Sterrett—13,949; James M. Barkley—13,949; John Rulli—13,591; and all directors and executive officers as a group—133,936. Includes shares acquired through the reinvestment of dividends on common shares held in the Director Deferred Compensation Plan.

(5)

At March 21, 2011, there were 293,182,636 shares of common stock and 8,000 shares of Class B common stock outstanding. Upon the occurrence of certain events, shares of Class B common stock convert automatically into common shares (on a one-for-one basis). These percentages assume the exercise of stock options and the exchange of units for common shares only by the applicable beneficial owner.

(6)

At March 21, 2011, Simon Property Group, L.P. had 353,290,748 units outstanding of which we owned, directly or indirectly, 293,190,636 or 83.0%. These percentages assume that no units held by limited partners are exchanged for common shares. The number of units shown do not include any long-term incentive performance units, or LTIP units, awarded under a long-term incentive performance program as described in the "COMPENSATION DISCUSSION AND ANALYSIS" section of this proxy statement because the LTIP units are subject to performance and vesting requirements.

(7)

Does not include 5,992 shares of common stock held by charitable foundations of which Mr. Leibowitz is an officer or trustee. Mr. Leibowitz disclaims beneficial ownership of these shares.

(8)

Includes common shares, exercisable stock options and units owned by the MSA group. See "PRINCIPAL STOCKHOLDERS."

(9)

Includes units beneficially owned by MSA and affiliates of MSA.

(10)

Does not include 4,172,426 units beneficially owned by or for the benefit of Simon family members as to which members of the MSA group do not have voting or dispositive power.

        The Board of Directors Unanimously Recommends that Stockholders Vote "For" All of the Nominees Named Above.

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PROPOSAL 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION

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        Our goal for our executive compensation program is to motivate and retain qualified employees in a way that establishes an appropriate relationship between executive pay and the creation of stockholder value on a long-term basis. We believe that our executive compensation program accomplishes this goal.

        The "COMPENSATION DISCUSSION AND ANALYSIS" section of this proxy statement that begins on page 33 describes our executive compensation program and the decisions made by the Compensation Committee that affected the compensation of the five executive officers named in the Summary Compensation Table on page 44, or the named executive officers. Highlights of that discussion include the following:

•

a review of our record of creating long-term stockholder value and recent financial performance,



•

an explanation of the objectives and principal elements of our executive compensation program and the composition of the compensation paid to the named executive officers,



•

an explanation of our annual cash bonus and equity-based incentive compensation program, and



•

the decisions the Compensation Committee made that impacted the compensation of the named executive officers for 2010.

        We are requesting that stockholders vote to approve the compensation of our named executive officers as disclosed in this proxy statement pursuant to the SEC's compensation disclosure rules (which disclosures include the Compensation Discussion and Analysis, the compensation tables and the narrative discussion following the compensation tables). This advisory vote is generally referred to as a "say-on-pay vote."

        Accordingly, we recommend that our shareholders vote "for" the following resolution at the annual meeting:

"Resolved, that the compensation of the company's named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion, is approved."

        As an advisory vote, this proposal will not bind us or the Board of Directors. However, we expect that the Compensation Committee, which is responsible for designing and administering our executive compensation program, will consider the outcome of the vote when making future compensation decisions for the named executive officers.

        The Board of Directors Unanimously Recommends that Stockholders Vote "For" the Advisory Proposal Approving the Compensation of our Named Executive Officers as Disclosed in this Proxy Statement.

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PROPOSAL 3—ADVISORY VOTE TO DETERMINE THE FREQUENCY OF FUTURE ADVISORY VOTES
ON EXECUTIVE COMPENSATION

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        We are requesting stockholders to express their preference on the frequency of future advisory votes on our executive compensation. Stockholders may indicate whether we should hold future advisory votes on executive compensation every (a) 1 year, (b) 2 years or (c) 3 years. The next time we would be required to conduct a similar vote would be in connection with the 2017 annual meeting of stockholders.

        After careful consideration, the Board of Directors recommends that we hold future advisory votes on executive compensation every year. We believe that this frequency is appropriate for us for a number of reasons, including:

•

Our Compensation Committee makes key executive compensation decisions every year.



•

Annual votes should provide us with input from our stockholders that is a more current reflection of their sentiment than the alternatives.



•

We must prepare a Compensation Discussion and Analysis on an annual basis and much of the focus of that discussion is on compensation for the preceding year.



•

We have a large institutional investor base and many of them or their advisors have expressed a preference for annual say-on-pay votes.

        As an advisory vote, this proposal will not be binding upon the Board of Directors or us. However, we expect that the Board of Directors will consider the outcome of the vote when determining how often to hold future advisory votes on our executive compensation.

        The proxy card provides stockholders with four choices (every one, two, or three years, or abstain). Stockholders are not voting to approve or disapprove the Board's recommendation.

        The Board of Directors Unanimously Recommends that Stockholders Vote "1 Year" on the Advisory Proposal to Conduct Future Advisory Votes on Executive Compensation.

PROPOSAL 4—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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        The Audit Committee has selected Ernst & Young LLP, or E&Y, as our independent registered public accounting firm for 2011, subject to the approval of our stockholders.

        The Report of the Audit Committee on pages 30-31 contains information on the amount of fees paid to E&Y during 2010 and 2009. We expect that representatives of E&Y will be present at the meeting and will be available to respond to appropriate questions. They will also have an opportunity to make a statement if they desire to do so.

        If the holders of a majority of voting shares voting on this matter do not ratify the selection, the Audit Committee will reconsider its choice taking into consideration the views of the stockholders and may, but will not be required to, appoint a different independent registered public accounting firm.

        The Board of Directors Unanimously Recommends that Stockholders Vote "For" Ratification of the Appointment of Ernst &Young LLP as our Independent Registered Public Accounting Firm for 2011.

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REPORT OF THE AUDIT COMMITTEE

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        The Audit Committee is responsible for monitoring the integrity of the company's consolidated financial statements, the qualifications, performance and independence of the company's independent registered public accounting firm, the performance of the company's internal auditor and the company's compliance with legal and regulatory requirements. We have the sole authority to appoint or replace the company's independent registered public accounting firm. The committee operates under a written charter adopted by the Board. The committee currently has five members. The Board has determined that each committee member is independent under the standards of director independence established under our Governance Principles, New York Stock Exchange listing standards and applicable securities laws.

        Management is responsible for the financial reporting process, including the system of internal control, for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States and for management's report on internal control over financial reporting. The company's independent registered public accounting firm is responsible for auditing the consolidated financial statements and expressing an opinion on the financial statements and the effectiveness of internal control over financial reporting. Our responsibility is to oversee and review the financial reporting process and to review and discuss management's report on internal control over financial reporting. We are not, however, professionally engaged in the practice of accounting or auditing and do not provide any expert or other special assurance as to such financial statements concerning compliance with laws, regulations or accounting principles generally accepted in the United States or as to the independence of the independent registered public accounting firm. We rely, without independent verification, on the information provided to us and on the representations made by management and the independent registered public accounting firm.

        We held nine meetings during 2010. The meetings were designed, among other things, to facilitate and encourage communication among the committee, management, the company's internal auditor and the independent registered public accounting firm, E&Y.

        We discussed with the company's internal auditor and E&Y the overall scope and plans for their respective audits. We met with the internal auditor and E&Y, with and without management present, to discuss the results of their examinations and their evaluations of the company's internal control. We reviewed and discussed the company's compliance with Section 404 of the Sarbanes-Oxley Act of 2002, including consideration of the Public Company Accounting Oversight Board's (PCAOB) Auditing Standard No. 5, An Audit of Internal Control Over Financial Reporting That is Integrated With an Audit of Financial Statements.

        We discussed with management the company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the company's risk assessment and risk management processes.

        We reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2010 with management, the internal auditor and E&Y. We reviewed E&Y's report on our financial statements which indicated that the financial statements present fairly, in all material respects, our financial position and results of operations and cash flows in conformity with accounting principles generally accepted in the United States. We reviewed and discussed with management, the internal auditor and E&Y, management's report on the effectiveness of internal control over financial reporting and E&Y's report on internal control over financial reporting. We also discussed with management, the internal auditor and E&Y the process used to support certifications by the company's Chief Executive Officer and Chief Financial Officer that are required by the Securities and Exchange Commission and the Sarbanes-Oxley Act of 2002 to accompany the company's periodic filings with the Securities and Exchange Commission and the processes used to support management's report on internal control over financial reporting.

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        We also discussed with E&Y matters required to be discussed by their professional standards, including, among other things, matters related to the conduct of the audit of the company's consolidated financial statements and the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

        We also received the written disclosures and the letter from E&Y required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with us concerning independence and we discussed with E&Y the independence of that firm.

        When considering E&Y's independence, we considered if services they provided to the company beyond those rendered in connection with their audit of the company's consolidated financial statements and the effectiveness of internal control over financial reporting and reviews of the company's quarterly unaudited consolidated financial statements were compatible with maintaining their independence. We concluded that the provision of such services by E&Y has not jeopardized E&Y's independence.

        Based on our review and these meetings, discussions and reports, and subject to the limitations on our role and responsibilities referred to above and in the Audit Committee Charter, we recommended to the Board that the company's audited consolidated financial statements for the year ended December 31, 2010 be included in the company's annual report on Form 10-K. The committee has also selected E&Y as the company's independent registered public accounting firm for the year ended December 31, 2011 and will present the selection to the stockholders for ratification at the meeting.

        We approve all audit and permissible non-audit services to be provided to the company by E&Y prior to commencement of services. We have delegated to the Chairman of the Audit Committee the authority to approve specific services up to specified individual and aggregate fee amounts. These approval decisions are presented to the full Audit Committee at the next scheduled meeting after such approvals are made.

        The company has incurred fees as shown below for services from E&Y. E&Y has advised us that it has billed or will bill the company the below indicated amounts for the following categories of services for the years ended December 31, 2010 and 2009, respectively:

The Audit Committee:

J. Albert Smith, Jr., Chairman
Melvyn E. Bergstein
Larry C. Glasscock
Reuben S. Leibowitz
Daniel C. Smith, Ph.D.

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COMPENSATION COMMITTEE REPORT

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        The Compensation Committee consists of the six directors named below, each of whom meets the independence standards of the company's Governance Principles, the New York Stock Exchange listing standards and applicable securities laws. The committee has overall responsibility for:

•

determining the compensation of the executive officers, including setting and determining achievement of established performance goals;



•

designing, with the active assistance of management and human resource experts and the committee's consultant, the company's executive compensation program;



•

administering the company's stock-based compensation plans and programs;



•

recommending any new elements of executive compensation or programs for consideration to the full Board of Directors; and



•

discussing the Compensation Discussion and Analysis required by Securities and Exchange Commission regulations with management and, if appropriate, recommending its inclusion in the company's annual report on Form 10-K and proxy statement.

        The committee engaged Frederic W. Cook & Co., Inc., or Cook, to act as its independent compensation consultant. Cook does no work for management unless requested by the Chairman of the Compensation Committee, receives no compensation from the company other than for its work in advising the committee, and maintains no other economic relationships with the company. The committee has the sole authority to terminate Cook's engagement and to appoint such other advisors as the committee deems appropriate without obtaining prior approval from management.

        The committee held six meetings during 2010. The meetings were designed, among other things, to facilitate and encourage free and frank discussion between committee members and the consultant as well as extensive communication among committee members, executive management, and other company personnel involved in executive compensation matters.

        The committee reviewed and discussed with management the Compensation Discussion and Analysis that immediately follows this report. Based on its review and these discussions with management, the committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the company's annual report on Form 10-K for the fiscal year ended December 31, 2010, and proxy statement for the 2011 annual meeting of stockholders.

The Compensation Committee:

Melvyn E. Bergstein, Chairman
J. Albert Smith, Jr., Interim Chair
Linda Walker Bynoe
Karen N. Horn, Ph.D.
Allan Hubbard
Reuben S. Leibowitz

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COMPENSATION DISCUSSION AND ANALYSIS

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Executive Summary

        The following discussion is intended to supplement the more detailed information concerning executive compensation that appears in the rest of this section and in the tables and the accompanying narrative. Our goal is to provide a better understanding of our compensation practices and the decisions that affected the compensation payable for 2010 to our executive officers, including the Chairman and Chief Executive Officer, the Chief Financial Officer and the three other most highly-compensated executive officers named in the Summary Compensation Table, or the named executive officers.

        The Compensation Committee of our Board of Directors, referred to in this section as the committee, plays a key role in overseeing the design of and administering our executive compensation program. All principal elements of compensation paid to our executive officers are subject to approval by the committee. The Compensation Committee Report immediately precedes this discussion.

        We believe we are the leading retail real estate company in the United States. We have the largest market capitalization of any publicly traded real estate company in North America and own the largest portfolio by square footage of U.S. retail real estate. We depend on the knowledge, skills, experience, and talent of our senior executives in the highly-competitive real estate industry, in particular in the areas of real estate acquisitions, development, leasing and property management.

        Financial Performance.    Underlying all aspects of our executive compensation program is a focus on the creation of long-term stockholder value. During the last decade, from December 31, 2000 to December 31, 2010, our total stockholder return was 574%, for a compounded annual return of 21%. By comparison, the total stockholder returns for the S&P 500 Index and the MSCI U.S. REIT Index for the same ten year period were 15% and 173%, respectively. Our total stockholder return for 2010 was 28.4% compared to the return on the S&P 500 Index of 15.1%.

        The following charts track the key financial performance metrics of consolidated revenue, funds from operations (FFO) as adjusted per share and total market capitalization for the past five years. FFO is widely used as a key measure of financial performance by REITs. FFO as adjusted per share excludes the impact of debt-related charges and non-cash impairment charges. We believe the charts demonstrate how well we weathered and have recovered from the worst economic crisis since the 1930's:

        Key Achievements in 2010.    Key accomplishments during 2010 which the committee considered in setting compensation included the following:

•

our consistent operating performance and positive growth in funds from operations,

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the continued improvement in the price of our common stock during 2010 and the 33% increase in our quarterly common stock dividend in the fourth quarter,



•

the successful deployment of $3.2 billion in net cash to fund growth through acquisitions, capital market transactions, redevelopment and new development,



•

the completion of our acquisition of Prime Outlets Acquisition Company which added 21 outlet shopping centers to our portfolio and will strengthen our franchise,



•

the expansion of two regional malls and two Premium Outlets, commencing construction on three new Premium Outlets and opening two new shopping centers in Italy,



•

the continued deleveraging of our balance sheet through debt tender offers and new issues of senior unsecured notes, as well as the investment of more than $1.1 billion of cash on hand to retire mortgages on high quality assets,



•

completing the sale of our interest in one of our European joint ventures,



•

improving the levels of tenant occupancy and rent spreads, and



•

maintaining our A-, A3 and A- credit ratings which are the highest in the retail REIT sector.

        Alignment of Pay and Performance.    Although our compensation program includes base salaries and annual cash bonuses, the committee has historically considered long-term, equity based incentives to be the best means of implementing our pay-for-performance philosophy and aligning the interests of our executive team with stockholders. The effectiveness of this approach is depicted in the following table that illustrates the total direct compensation of the named executive officers for the past five years compared to FFO as adjusted per share for the same period. Total direct compensation is computed in the same manner as disclosed in the Supplemental Table that appears on page 46.

        As seen in the chart, total direct compensation declined significantly in 2008. This reflects that, in March 2009, when economic conditions remained uncertain, the named executive officers agreed to accept a 50% payout of the 2008 restricted stock program as part of a company-wide cost reduction effort. Our actual performance in 2008 would have otherwise resulted in an 80% payout of the restricted stock.

Objectives

        The objectives of our executive compensation program are to reward and incentivize the creation of long-term stockholder value. To do so, we must increase our profitability, operate more efficiently and maintain

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and enhance our competitive position. As a result, our executive compensation program is designed to accomplish the following objectives:

•

retain the team of executives who make major contributions to our success and attract other highly qualified executives to strengthen that team;



•

motivate executives to improve their performance by contributing to the achievement of corporate and business unit goals as well as individual goals;



•

emphasize long-term, equity-based incentives in order to promote the creation of long-term stockholder value and align the interests of our executives with those of our stockholders.

        The committee monitors the effectiveness of our compensation program on an ongoing basis. As we continue to grow in size and complexity, it is increasingly important for us to develop effective executive succession plans. For these plans to be effective, we believe it is necessary for our compensation to be competitive not only with other real estate companies, but also with other large enterprises, in both public and private sectors, with whom we compete for executive talent. The committee will continue to study and implement improvements to our compensation practices as circumstances warrant.

What We Pay and Why: Principal Elements of Compensation

        To accomplish these objectives, we have designed an executive compensation program with three major elements—base salary, annual cash bonuses and long-term incentives.

        Base Salaries.    Base salaries provide an appropriate level of fixed compensation that will promote executive recruitment and retention. We set the base salaries of executive officers at levels competitive with other companies engaged in the retail real estate industry and with other businesses of comparable size and scope with whom we compete for executive talent. The committee reviews base salaries for the executive officers annually and makes adjustments to reflect market conditions, changes in responsibilities and merit increases consistent with compensation practices throughout our organization.

        Annual Cash Bonuses.    The committee uses annual cash bonuses to reward achievement of our financial and operating goals for a year based on the committee's quantitative and qualitative assessment of the executives' contributions to that performance. At the beginning of 2010, the committee approved target and stretch bonus amounts for each participant, ranging from 0 to 150% of the participant's base salary in effect at the end of the year. However, the committee has the discretion to award cash bonuses above the 150% level when it believes it is appropriate. The performance factors or goals for annual cash bonuses include both objective and subjective criteria and consider individual performance as well as company performance. For example, with respect to the CEO, the committee specified the following as some, but not all, of the performance factors or goals to be considered with respect to 2010:

•

Stockholder value creation



•

Earnings growth



•

Achievement of successful acquisition and development activity



•

Achievement of strategic business priorities



•

Operational efficiencies

        The annual cash bonuses paid to the named executive officers are determined by the committee using objective and subjective criteria as well as information and recommendations from its independent compensation consultant and management. There is no mechanical formula that determines the amount of these bonuses. The annual cash bonuses paid to the named executive officers is solely within the committee's

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discretion, and may be increased or decreased from the original target and stretch levels, based on the committee's subjective assessment of each executive officer's contribution to our performance during the preceding year.

        We typically pay cash bonuses to executive officers for a year in February or March of the following year so that the committee has sufficient time to assess our financial performance and the executives' contributions for the entire preceding year.

        Long-Term Incentives.    The committee believes that, as the responsibilities of our executives increase, the proportion of their total compensation that is at risk and dependent on our performance should also increase. We use long-term incentives in the form of equity-based awards under the Simon Property Group, L.P. 1998 Stock Incentive Plan, or 1998 plan, to promote the creation of long-term stockholder value and align the interests of our executives with the interests of our stockholders. These awards also foster retention of our executives because after the awards are earned, they are typically subject to multi-year continued service vesting requirements. The 1998 plan authorizes a variety of awards, including stock options, restricted stock and units of partnership interests subject to performance conditions, or LTIP units. The committee has not made any stock option awards to executives since 2001.

        From 2001 through 2008, the committee created annual stock incentive programs under the 1998 plan in which the named executive officers and other senior executives were awarded restricted stock. The participant could earn the award if absolute and relative performance measure goals were achieved. The determination of the extent to which the goals were achieved was made after our financial results for the program year were announced in the following year. Due to the uncertain economic conditions that existed at the time, the committee did not create a stock incentive program for 2009. In 2010, the committee made an award of restricted stock to the named executive officers based on what proved to be better than expected performance in 2009. In 2010, the committee awarded LTIP units to a number of our executive officers, including the named executive officers, pursuant to one-year, two-year and three-year long-term incentive programs.

Other Elements of Compensation

        Retirement and Health and Welfare Benefits.    We have never had a traditional or defined benefit pension plan. We maintain a 401(k) retirement plan in which all salaried employees can participate on the same terms. During 2010, our basic contribution to the 401(k) retirement plan was equal to 1.0% of the participant's compensation and vests 20% after the completion of two years and an additional 20% after each additional year of service until fully vested after six years. We match 100% of the first 3% of the participant's contribution and 50% of the next 2% of the participant's contribution. Our matching contributions are vested when made. Our basic and matching contributions are subject to applicable IRS limits and regulations. The contributions we made to the 401(k) accounts of the named executive officers are shown in the All Other Compensation column of the Summary Compensation Table on page 44. Executive officers also participate in health and welfare benefit plans on the same terms as other salaried employees.

        Employment and Change-in-Control Agreements.    The only executive officer who currently has an employment agreement with us is Mr. Sokolov who had an employment agreement in place with his previous employer—a company we merged with in 1996. A summary of Mr. Sokolov's employment agreement appears on pages 52-53 of this proxy statement. Our other named executive officers do not currently have employment agreements. We have never had any "golden parachute" arrangements that would pay executives a multiple of their annual compensation as severance after a change in control. Nor have we had any arrangements requiring us to gross-up compensation to cover taxes owed by the executives.

        Deferred Compensation Plan.    We maintain a non-qualified deferred compensation plan that permits senior executives, key employees and directors to defer all or part of their compensation, including awards

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under the 1998 plan. There are separate accounts for the executives and the directors. Although we have the discretion to contribute a matching amount or make additional incentive contributions, we have never done either. As a result, the amounts disclosed in the Nonqualified Deferred Compensation in 2010 Table on page 49 consist entirely of compensation earned by, but not yet paid to, the executives and any earnings on such deferred compensation. A participant's deferrals are fully vested, except for restricted stock awards that still have vesting requirements. Upon death or disability of the participant or our insolvency or a change in control affecting us, a participant becomes 100% vested in his account.

        Stock Option Grant Practices.    The committee has not granted any stock options to executives or other employees since 2001. The 1998 plan requires the exercise price of stock options to be set at the mean between the high and low sales prices of a share of common stock as reported by the New York Stock Exchange for the grant date.

Role of Management in Compensation Decisions

        The Chairman and Chief Executive Officer provides his recommendations to the committee on the compensation of each of the other executive officers. The Chairman and Chief Executive Officer develops his recommendations using third-party data, his own views regarding the executives' performance and the advice of our human resources department on such factors as compensation history, tenure, responsibilities, market data for competitive positions and retention concerns and the need to maintain consistency within the organization. Although the committee gives consideration to the Chairman and Chief Executive Officer's recommendations and to the views of its compensation consultant, the final compensation decisions affecting all executive officers are made by the committee.

Compensation of the Chief Executive Officer

        A key responsibility of the committee is to create compensation opportunities for the Chief Executive Officer that reflect his role in the creation of stockholder value, provide incentives for future performance and promote the retention of his services. Historically, we have never had employment agreements with our chief executive officers. In David Simon's case, he has participated in the same compensation arrangements that were made available to our other executive officers.

        David Simon has been widely recognized as the best and most effective chief executive in an extremely competitive industry and one of the top chief executives in corporate America. His leadership has been integral to our outstanding performance over the past sixteen years. The committee has considered for several years that David Simon's compensation has not been commensurate with his contributions to our success and creation of long-term stockholder value. In addition, the committee is aware that David Simon's compensation has been significantly less than the compensation of chief executives of many private and publicly held real estate companies as well as non-real estate companies of comparable size and complexity, many of which have not performed as well as we have.

        The committee is currently in the process of structuring a long-term employment arrangement with David Simon, intended to secure his continued services as our Chief Executive Officer for a substantial period of time. The discussions are ongoing and there can be no assurance as to when, if ever, mutually acceptable arrangements will be finalized. The details of any completed employment arrangements with David Simon will be disclosed in a Current Report on Form 8-K when they are complete.

Restricted Stock Award for 2009 Performance

        In March 2010, the committee made awards of restricted stock to several senior officers, including the named executive officers, to reward them for their contributions to our better-than-expected performance in 2009. The committee had decided in March 2009 to forego creating an annual stock incentive program for

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2009 due to the uncertain economic conditions that existed at the time. The committee had created annual stock incentive programs in each of the preceding eight years. The awards made in March 2010 for 2009 performance vest over four years, subject to a continued service requirement, beginning January 1, 2011. The named executive officers received the following awards for their contributions to our 2009 performance: David Simon—42,108 shares; Mr. Sterrett—9,024 shares; Mr. Sokolov—10,828 shares; Mr. Barkley—9,024 shares; and Mr. Rulli—9,024 shares.

2010 Compensation Decisions

        The principal components of the compensation of the named executive officers reported for 2010 in the Summary Compensation Table on page 44, are base salaries, cash bonuses paid in 2011 for 2010 performance, and the LTIP unit awards under the one-year LTIP program. However, SEC rules also require us to include as 2010 compensation in the Summary Compensation Table, the grant date fair values of restricted stock awards for 2009 performance and all of the LTIP units awarded in 2010, including LTIP units awarded under the two- and three-year programs which remain subject to performance goals which may not be achieved. In making the 2010 compensation decisions, the committee took into account not only the goals and objectives that have been set for each of the named executive officers for purposes of our annual cash bonus program, but also the committee's assessment of the executives' contributions to the exemplary performance of the company during 2010. In particular, the committee considered the achievements listed above under "—Executive Summary—Key Achievements in 2010" on pages 33-34.

        Base Salaries.    The base salaries the committee set in March 2010 for 2010 were as follows:

        Cash Bonuses.    In March 2011, the committee, taking into account the executives' performance and the positive factors discussed above, approved the following cash bonuses for 2010 performance: David Simon—$4,000,000; Mr. Sterrett—$1,000,000; Mr. Sokolov—$1,500,000; Mr. Barkley—$1,750,000; and Mr. Rulli—$500,000.

        2010 LTIP Programs.    As part of its ongoing evaluation of our executive compensation program, the committee has devoted considerable attention to assessing the effectiveness of our long-term equity-based incentive compensation arrangements which had been the annual restricted stock incentive program. As a result of those deliberations, the committee adopted and made awards in 2010 under new LTIP programs for certain of our senior executive officers.

        Awards under the LTIP program take the form of LTIP units, a type of limited partnership interest issued by the Operating Partnership. Awarded LTIP units can be earned, in whole or in part, depending upon the extent to which our total stockholder return, or TSR (representing the difference between a baseline value and valuation date based on price appreciation of our common stock plus cumulative dividends we pay on our common stock without reinvestment or compounding), over the performance period exceeds the relative and absolute performance targets set by the committee. The committee believes the LTIP program aligns the interests of senior management more closely with the long-term interests of our stockholders due to the three-year performance period as opposed to the one-year period used in the annual restricted stock incentive programs. The committee also believes the LTIP program reinforces our "pay-for-performance" philosophy by measuring the creation of stockholder value using absolute and relative benchmarks for performance. The LTIP

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units that are earned to the extent that applicable TSR benchmarks are achieved during the performance period become the equivalent of units, but only after an additional two year service-based vesting requirement that begins after the end of the performance period. LTIP units not earned are forfeited. Units are exchangeable for shares of the company's common stock on a one-for-one basis, or cash, as selected by the company.

        The committee expects to establish annual LTIP programs having a three year performance period in the future. Each of the future programs will have a three-year performance period that will overlap the performance periods of preceding programs for one or two years. To create this overlap for 2010, the committee approved three LTIP programs in 2010 having one, two and three year performance periods, respectively. We refer to these three programs as the one, two and three year 2010 LTIP programs, or the 2010 LTIP programs. The performance period for the one year LTIP program ended December 31, 2010; the performance period for the two year LTIP program will end December 31, 2011; and the performance period for the three year LTIP program will end December 31, 2012.

        All of the 2010 LTIP programs use the same three performance measures. We compare the TSR of our common stock during the applicable performance period using a baseline value of $79.80 per share (the closing sale price as reported by the NYSE for December 31, 2009). The first relative performance measure, weighted at 60%, requires our TSR to equal or exceed the overall performance of the MSCI US REIT Index. The second relative performance measure, weighted at 20%, requires our TSR to equal or exceed the overall performance of the S&P 500 Index. The third performance measure, weighted at 20%, requires our TSR, viewed on an absolute basis, to exceed a specified target TSR. To achieve a 100% payout of the award based on all three measures, our TSR must exceed the performance of the MSCI US REIT Index by 3% or more, must exceed the performance of the S&P 500 Index by 2% or more on an annual basis and must be 12% per year or more. To receive a partial payout any one of the following must occur: our TSR must be greater than the MSCI US REIT Index minus 1%, our TSR must be greater than the S&P 500 Index minus 2% or our TSR on an absolute basis must be greater than 6.67% per year.

        The number of earned LTIP units will be determined by the committee when our financial results for the performance period are available using the following payout matrices (with linear interpolation between the specified payout percentages):

Relative TSR (Weighted 60%)—MSCI US REIT Index

Relative TSR (Weighted 20%)—S&P 500 Index

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