TCO Taubman Centers Inc

Item 5.07.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On December 28, 2020, Taubman Centers, Inc. (“TCO” or the “Company”) held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals related to the Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020 (the “Merger Agreement”), by and among the Company, The Taubman Realty Group Limited Partnership, a Delaware limited partnership (the “Taubman Operating Partnership” and, together with the Company, the “Taubman Parties”), Simon Property Group, Inc., a Delaware corporation (“Simon”), Simon Property Group, L.P., a Delaware limited partnership (the “Simon Operating Partnership”), Silver Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of the Simon Operating Partnership (“Merger Sub 1”), and Silver Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Merger Sub 1 (“Merger Sub 2” and, together with Simon, the Simon Operating Partnership and Merger Sub 1, the “Simon Parties”), which provides, subject to the satisfaction or waiver of certain conditions, that Merger Sub 2 will be merged with and into the Taubman Operating Partnership (the “Partnership Merger”) and the Company will be merged with and into Merger Sub 1 (the “REIT Merger” and, together with the Partnership Merger, the “Mergers”).

As of December 15, 2020, the record date for the Special Meeting, there were 61,725,350 shares of the Company’s common stock, par value $0.01 per share (the “Taubman common stock”), and 25,979,064 shares of the Company’s Series B Non-Participating Convertible Preferred Stock, par value $0.001 per share (the “Taubman Series B preferred stock” and together with the Taubman common stock, the “Taubman voting stock”) outstanding.  At the Special Meeting, a total of 70,332,906 shares of Taubman voting stock, representing approximately 80.19% of the outstanding shares entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.

At the Special Meeting, the following proposals were considered:

For more information on each of these proposals, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 4, 2020.

Adoption of the Merger Agreement Proposal required the affirmative vote of (i) at least two-thirds of the outstanding shares of Taubman voting stock entitled to vote thereon (voting together as a single class), (ii) at least a majority of Taubman Series B preferred stock entitled to vote thereon, and (iii) at least a majority of the outstanding shares of Taubman voting stock entitled to vote thereon (voting together as a single class), but excluding the outstanding shares of Taubman voting stock owned of record or beneficially by Robert S. Taubman (“R. Taubman”), the Company’s Chairman, President and Chief Executive Officer, William S. Taubman (“W. Taubman”), the Company’s Chief Operating Officer, and certain entities and trusts affiliated with R. Taubman, with W. Taubman, or with other members of their immediate family (collectively, the “Taubman family members”).  Adoption of the Advisory Compensation Proposal required the affirmative vote of two-thirds of the outstanding shares of Taubman voting stock entitled to vote thereon (voting as a single class).  Adoption of the Adjournment Proposal required the affirmative votes of the majority of Taubman voting stock entitled to vote thereon.

Each of the three proposals was approved by the requisite vote of the Company’s shareholders.  The final voting results for each proposal are described below.

Because the Merger Agreement Proposal was adopted by the requisite vote, no adjournment to solicit additional proxies was necessary.