ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

As previously announced, effective March 28, 2020, because of the COVID-19 pandemic and its related impact on the Company's business operations the Company's named executive officers elected to reduce their base salaries by between 25% and 100%. These reductions were for a to-be-determined period of time.

On December 9, 2020 the compensation committee of the Company unanimously approved reinstating the annual base salaries of the Company's named executive officers, David Simon - Chairman of the Board, Chief Executive Officer, and President, Steven E. Fivel - General Counsel and Secretary, John Rulli, - Chief Administrative Officer, Brian J. McDade - Executive Vice President, Chief Financial Officer, and Treasurer, and Alexander L.W. Snyder - Assistant General Counsel and Assistant Secretary, to the amounts in effect prior to March 28, 2020, which amounts were as follows: Mr. Simon, $1,250,000; Mr. Fivel, $650,000; Mr. Rulli, $650,000; Mr. McDade, $500,000; and Mr. Snyder, $445,000, with such reinstatement to take effect on December 19, 2020.

In addition, on December 9, 2020, the compensation committee of the Company unanimously approved paying to each named executive officer, on December 18, 2020, an amount equal to the difference between (i) the amount of base salary such named executive officer would have been paid during the period the temporary reduction was in effect if the temporary reduction had not been implemented and (ii) the amount of base salary such named executive officer was actually paid during the temporary reduction period. The amounts to be paid pursuant to the foregoing will result in each named executive officer being paid base salary for this period calculated using the annual base salaries set forth in the immediately preceding paragraph.




 ITEM 8.01 Other Events

As previously announced, effective April 1, 2020, the Company's Board of Directors temporarily suspended payment to the independent directors of their quarterly board service cash retainer fees. On December 9, 2020, the Company's Board of Directors reinstated payment to the independent directors of their board service cash retainer fees for the fourth quarter of 2020 and approved payment to the independent directors of the amounts that they would otherwise have been paid for the second and third quarters of 2020 if their board service cash retainer fees had not been temporarily suspended.

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