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):  July 24, 2008

 

SIMON PROPERTY GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code:  317.636.1600

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

ITEM 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 24, 2008, the Board of Directors of Simon Property Group, Inc. (the “Company”) amended Article I of the Company’s By-Laws to clarify that the advance notice provisions apply to all stockholder proposals and nominations. The amendments to Article I also require any stockholder who provides advance notice of a stockholder proposal or nomination to provide additional information to the Company as part of such notice, including information as to whether the stockholder has entered into any hedging or other transaction that has the effect or intent of managing its economic risk or increasing its voting power with respect to the Company’s common stock.  In addition, the amendments to Article I require the person proposed to be nominated to provide a completed questionnaire in the form completed by other nominees and an agreement by which the proposed nominee would not enter into arrangements that would impair his or her ability to act as a director.

 

This summary is qualified in its entirety by the full text of the By-Laws, as amended, a copy of which is being filed as Exhibit 3.2 hereto and incorporated herein by reference.

 

ITEM 9.01  Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.		Description
Exhibit 3.2		By-Laws, as amended

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Date:  July 30, 2008

 

 

	SIMON PROPERTY GROUP, INC.
	By:	/s/ Stephen E. Sterrett
		Stephen E. Sterrett
		Executive Vice President and Chief
		Financial Officer

 

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