Document


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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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12

GGP INC.

(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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GGP INC.
350 N. Orleans Street, Suite 300
Chicago, Illinois 60654-1607
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 19, 2018
To our Stockholders:
The 2018 Annual Meeting of Stockholders of GGP Inc. will be held on June 19, 2018, at 9:00 a.m. Central Time at our principal executive offices located at 350 N. Orleans St., Suite 300, Chicago, Illinois 60654-1607. At the meeting, our stockholders will consider the following items of business:
 
1.
To elect nine directors to serve until the 2019 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;

 
2.
To approve, on an advisory basis, the compensation paid to the named executive officers;

 
3.
To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2018; and
 
4.
To transact other business properly coming before the meeting.
Each of these matters is described in further detail in the attached proxy statement. Only stockholders of record at the close of business on April 23, 2018 are entitled to vote at the meeting or any postponement or adjournment of the meeting. A complete list of these stockholders will be available at our principal executive offices prior to the meeting.
We are pleased to take advantage of the Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to you on the Internet. These rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting.
If you have any questions regarding the proxy statement, you may contact Innisfree M&A Incorporated, GGP’s proxy solicitor, by calling (888) 750-5834.

 
By order of the Board of Directors,
 
 
Chicago, Illinois
April 27, 2018
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Sandeep Mathrani
Chief Executive Officer


Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held
on June 19, 2018

The proxy statement, the annual report to stockholders, and the means to vote by Internet are available at www.ProxyVote.com.
Your Vote Is Important
Please use this opportunity to take part in our governance by voting your shares. Whether or not you plan to attend the meeting, please vote as promptly as possible in accordance with the instructions set forth in the attached proxy statement and related material.
Only persons with an admission ticket, evidence of stock ownership, or who are guests of the Company may attend and be admitted to the meeting. Photo identification will be required, such as a valid driver’s license or passport.
•
If your shares are registered in your name, you must bring an admission ticket provided by us. Instructions regarding how to obtain an admission ticket are set forth in the attached proxy statement.

•
If your shares are registered in the name of a broker or other nominee, you will need to bring a proxy or a letter from that broker or other nominee or a recent brokerage account statement that confirms that you are the beneficial owner of those shares as of the record date.

If you do not have either an admission ticket or proof that you own shares, you will not be admitted to the meeting. No cameras, recording equipment, electronic devices, large bags, or packages will be permitted at the meeting.



Proxy Statement Summary
This summary highlights information contained in the proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.
Annual Meeting of Stockholders
When:
June 19, 2018 at 9:00 a.m. Central Time
Where:
350 N. Orleans St., Suite 300
Chicago, Illinois 60654-1607
Who:
Stockholders of Record on April 23, 2018

Voting Matters and Board Recommendations
Proposals
Recommendation
1.
To elect nine directors to serve until the 2019 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.
FOR
2.
To approve, on an advisory basis, the compensation paid to the named executive officers.
FOR
3.
To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2018.
FOR

Casting Your Vote
Internet:
www.proxyvote.com until 11:59 p.m. Eastern Time on June 18, 2018.
Telephone:
1-800-690-6903 until 11:59 p.m. Eastern Time on June 18, 2018.
Mail:
Mark, sign, date and return your proxy or voting instruction card.
In person:
Request, complete and deposit a copy of the proxy card or complete a ballot at the Annual Meeting of Stockholders.




Compensation Program Highlights
What We Do
What We Don’t Do
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Do link pay to performance by rewarding NEOs based on the value they create for the Company and stockholders.
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No guaranteed minimum bonuses for NEOs in 2017 or beyond.
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Do put pay at risk based on performance - over 86% of our CEO’s pay is at-risk based on performance.
ý
No compensation strategies that focus pay on short-term results to the detriment of long-term goals.
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Do set meaningful performance goals at the beginning of each performance period.
ý
No incentives that encourage excessively risky behavior.
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Do require significant stock ownership by our NEOs.
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No discounted stock options, stock option reloads, or stock option repricing (except in connection with certain corporate transactions such as spin-offs, special dividends and stock splits), without stockholder approval.
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Do permit clawbacks of compensation from NEOs in the event of certain financial restatements.
ý
No employees are permitted to engage in speculative trading, hedging, or derivatives transactions in Company stock.
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Do limit perquisites.

ý
No separate benefit plans for NEOs. NEOs participate in the same benefit plans available to other full time employees.
þ
Do require a performance-based component in all NEO equity awards.
ý
No evergreen provisions in our equity plan.
 
 
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No excise tax gross-ups in future NEO employment agreements.
 
 
ý
No future 100% time-vesting equity awards for NEOs.
Recent Updates
The Company refined the time-vesting component of each Named Executive Officer’s (NEO) equity award granted in 2017 for 2016 performance in response to stockholder feedback. As a result of feedback, in 2017 each NEO received 50% of the value of his annual Equity Plan award as restricted stock or Restricted Stock-Like LTIP Units, rather than stock options or Stock Option-Like LTIP Units.
Additionally, to provide better alignment of performance awards with the Company’s retail peers and the Company’s absolute performance, the Compensation Committee removed the performance metric tied to Relative TSR (FTSE NAREIT Equity REIT Index) for awards granted in 2018 for 2017 performance.

Brookfield Transaction

As previously announced, on March 26, 2018, the Company entered into an Agreement and Plan of Merger, which we refer to as the “merger agreement,” with Brookfield Property Partners L.P., which we refer to as “BPY,” and Goldfinch Merger Sub Corp., pursuant to which BPY will acquire the Company through a series of transactions. The consummation of the merger and the related transactions is subject to certain conditions, including, among other customary conditions, (i) the affirmative vote of the holders of a majority of the outstanding shares of our common stock and the holders of a majority of the outstanding shares of our common stock (excluding such shares held by BPY and certain of its affiliates) in favor of adoption of the merger agreement and the merger and (ii) the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of our common stock in favor of the amendments to the Company’s charter and bylaws to be implemented in connection with the merger. The merger and the related transactions are expected to close in the third quarter of 2018. Until the consummation of the merger and the related transactions, we will continue to operate as an independent company.


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Table of Contents

PROXY STATEMENT

The Board of Directors of GGP Inc. is asking for your proxy for use at the annual meeting of our stockholders to be held on June 19, 2018, at 9:00 a.m. Central Time at our principal executive offices located at 350 N. Orleans St., Suite 300, Chicago, Illinois 60654-1607, and at any postponement or adjournment of the meeting. We are making this proxy statement (the “Proxy Statement”) and related material available to our stockholders on or about April 27, 2018. In this Proxy Statement, we refer to GGP Inc. as “GGP,” “we,” “us,” “our,” or the “Company” and we sometimes refer to our Board of Directors as the “Board.”
PROPOSAL 1
ELECTION OF DIRECTORS

The Board of Directors unanimously recommends a vote
FOR each of the nine director nominees (Item 1 on the Proxy Card).
Our Board of Directors is currently comprised of nine members. Each of the Company’s directors serves for a one-year term and is subject to annual election by the stockholders. Accordingly, the stockholders will be asked to elect nine directors at the Annual Meeting. Each director will hold office until the Annual Meeting of Stockholders in 2019, and until a successor is duly elected and qualified, or until his or her earlier death, resignation or removal. The Board of Directors, based on the recommendation of the Nominating and Governance Committee, has nominated the persons set forth below for a term of office commencing on the date of this year’s Annual Meeting and ending on the date of the Annual Meeting of Stockholders in 2019, and until their respective successors are duly elected and qualified, or until his or her earlier death, resignation or removal.

Director Nomination Process

The Nominating and Governance Committee annually selects candidates that it recommends to the Board of Directors to be director nominees for election by the stockholders. In addition, the Nominating and Governance Committee also selects candidates that it recommends to the Board as directors to fill vacancies. The Nominating and Governance Committee reviews with the Board, on an annual basis, the requisite experience, qualifications, attributes and skills of director nominees.

The Nominating and Governance Committee considers many factors in identifying and recommending nominees for positions on the Board. This assessment includes independence, as well as numerous other factors, including ability to devote adequate time to Board duties, experience, age, leadership, skills, and background.

Director nominees must possess appropriate qualifications and reflect a reasonable diversity of personal experience and background to promote our strategic objectives and to fulfill responsibilities as directors to our stockholders. In considering candidates, the Nominating and Governance Committee considers the background and qualifications of the directors as a group, and whether the candidates and existing directors together will provide an appropriate mix of experience, knowledge and attributes that will allow the Board to fulfill its responsibilities. The Nominating and Governance Committee and the Board do not have a formal diversity policy; however, in identifying nominees for director, the Nominating and Governance Committee considers a diversity of professional experiences, perspectives, education, and backgrounds among the directors to ensure that a variety of perspectives are represented in Board discussions and deliberations concerning our business.

The Board also believes that it should rotate directors from time to time and focuses on increasing various aspects of the Board’s diversity. Women represent one-third of the directors currently serving on the Board.




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The Nominating and Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Nominating and Governance Committee does not set specific minimum qualifications that candidates must meet in order for it to recommend them to the Board, but rather believes that each candidate should be evaluated based on his or her merits, taking into account the needs of the Company and the composition of the Board as a whole.

The Nominating and Governance Committee uses the same criteria described above to evaluate director candidates designated by Brookfield Asset Management, Inc. (“Brookfield”) pursuant to the Investment Agreement. See “Investment Agreement with Brookfield” for a description of such designation rights.

In identifying potential candidates for Board membership, the Nominating and Governance Committee relies on suggestions and recommendations from members of the Board, management, stockholders, and others. The Nominating and Governance Committee will consider candidates recommended by stockholders, and those candidates will be evaluated in the same manner as other candidates. The Nominating and Governance Committee assesses which candidates appear to best fit the needs of the Board and the Company and interviews and evaluates those candidates. Candidates selected by the Nominating and Governance Committee are recommended to the Board of Directors. After the Board of Directors has approved a candidate (other than those designated pursuant to the Investment Agreement), the Board determines how to extend an invitation to join the Board.

Stockholders who wish to submit nominations for director for consideration by the Nominating and Governance Committee for election at the 2019 Annual Meeting of Stockholders may do so by delivering written notice, along with the additional information and materials required by our Bylaws, to our Corporate Secretary not later than 90 days nor earlier than 120 days prior to the first anniversary of this year’s annual meeting. As specified in our Bylaws, different notice deadlines apply in the case of a special meeting, when the date of an annual meeting is more than 30 days before or more than 70 days after the first anniversary of the prior year’s meeting, or when the first public announcement of the date of an annual meeting is less than 100 days prior to the date of such annual meeting. Accordingly, for the 2019 Annual Meeting of Stockholders, we must receive this notice on or after February 19, 2019, and on or before March 21, 2019. Such information must be addressed to our Corporate Secretary, c/o GGP Inc., 350 N. Orleans St., Suite 300, Chicago, Illinois 60654-1607.

In the future, the Nominating and Governance Committee may choose to use outside consultants to help identify potential candidates and has sole authority to retain such outside consultants for this purpose.

Board of Directors and Nominees

The nominees for our Board of Directors are set forth below, along with a description of their professional backgrounds, directorships during the past five years, and key attributes, experience, and skills. All nominees have agreed to serve if elected.
Richard B. Clark, 60
Director since November 2010
Mr. Clark serves as a Senior Managing Partner of Brookfield and Chairman of the Brookfield Property Group, a global value investor active in all property sectors. Mr. Clark has been employed by Brookfield and its predecessors since 1984 in various senior roles, including Chief Executive Officer of the Brookfield Property Group, Brookfield Property Partners and Brookfield Office Properties. Mr. Clark serves as a director on several of Brookfield’s real estate affiliate boards, including Chairman of Brookfield Property Partners (NYSE: BPY), a diversified real estate company that owns, operates and develops one of the largest global portfolios of office, retail, multifamily, industrial, hospitality, triple net lease and self-storage assets, and a member of the board of Canary Wharf, an iconic London real estate business. Mr. Clark holds a business degree from the Indiana University of Pennsylvania.
Key Attributes, Experience and Skills:
Mr. Clark’s extensive experience in private equity, particularly in the real estate industry, allows him to make key contributions to our Board of Directors on investment and other strategy matters. Mr. Clark is a Brookfield Designee pursuant to the terms described under “Investment Agreement with Brookfield” and, as a Senior Managing Partner of Brookfield and the Chairman of Brookfield Property Group, may be deemed to have control over certain shares and warrants of GGP held by Brookfield entities, as described in the footnotes to the “Security Ownership of Certain Beneficial Owners and Management” table.

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Mary Lou Fiala, 66
Director since November 2010
Ms. Fiala has served as the Co-Chairperson of LOFT Unlimited, a personal financial and business consulting firm since 2009. Ms. Fiala previously served as President and Chief Operating Officer of Regency Centers Corporation (NYSE:REG), a real estate investment trust specializing in the ownership and operation of grocery anchored shopping centers, from 1999 to 2008. From January 2009 until December 2009 she served as Vice Chairman and Chief Operating Officer. In her role as Vice Chairman and Chief Operating Officer, Ms. Fiala was responsible for the operational management of Regency’s retail centers nationwide. She serves as a director of Regency and served as Non-Executive Chairman of Build-a-Bear Workshop, Inc. (NYSE:BBW), a global interactive make-your-own animal retail entertainment experience provider. Ms. Fiala also served as the 2008-2009 Chairman of the International Council of Shopping Centers (“ICSC”) and was an independent director of CNL Growth Properties, Inc., a non-traded real estate investment trust, until August 2014. Ms. Fiala earned a bachelor’s degree in science from Miami University.
Key Attributes, Experience and Skills:
Ms. Fiala has extensive operational experience in the retail industry, which brings the perspective of our tenants to our Board of Directors. Prior to working with Regency, Ms. Fiala served as Managing Director of Security Capital Global Strategic Group Incorporated, where she was responsible for the development of operating systems for the firm’s retail-related initiatives. Previously, she also served as Senior Vice President and Director of Stores for Macy’s East/Federated Department Stores, where she was responsible for 19 Macy’s stores in five states, generating more than $1 billion in sales volume. Before her tenure at Macy’s, Ms. Fiala was Senior Vice President of Henri Bendel and Senior Vice President and Regional Director of stores for Federated’s Burdine’s Division. Her prior leadership roles allow her to provide to our Board of Directors insight on management and operational initiatives.
 
 
J. Bruce Flatt, 52
Director since November 2010
Mr. Flatt is the Chief Executive Officer of Brookfield Asset Management, a global value investor with a focus on the real assets sectors of property, renewable energy and infrastructure. Mr. Flatt joined Brookfield in 1990 and became CEO in 2002. He is a director of Brookfield Asset Management and is Chairman of its Investment Committee. Mr. Flatt holds a business degree from the University of Manitoba.
Key Attributes, Experience and Skills:
Mr. Flatt has been instrumental in the global expansion of the asset management business of Brookfield for over 25 years. In this capacity, Mr. Flatt has served on over 20 public company boards over the past two decades. Mr. Flatt’s extensive experience in serving on the boards of public companies gives him valuable insight into the operations of public companies, and his experience at Brookfield, particularly in property operations, provides him with expertise that benefits our Board of Directors. Mr. Flatt is a Brookfield Designee pursuant to the terms described under “Investment Agreement with Brookfield” and, as the CEO and a Senior Managing Partner of Brookfield, may be deemed to have control over certain shares and warrants of GGP held by Brookfield entities, as described in the footnotes to the “Security Ownership of Certain Beneficial Owners and Management” table.
 
 
Janice R. Fukakusa, 63
Director since May 2017
Ms. Fukakusa served as Chief Administrative Officer and Chief Financial Officer of Royal Bank of Canada (NYSE: RY), a Canadian multinational financial services company and the largest bank in Canada (“RY”), from January 2009 until January 2017. Since joining RY in 1985, she has served in various positions including Executive Vice-President, Finance, Vice-President, Portfolio Management, Senior Vice-President, Multinational Banking, Chief Internal Auditor, and Executive Vice-President, Specialized Services, RBC Banking. In these roles, Ms. Fukakusa gained key business experience in retail and business banking, corporate banking, account management, corporate finance, treasury, strategic development and corporate functions. Prior to joining RY, she was employed by PricewaterhouseCoopers LLP (“PWC”) where she obtained the professional designations of Chartered Professional Accountant and Chartered Business Valuator. Ms. Fukakusa serves on the board of Cineplex, Inc. (TSE: CGX) and as Chairperson of the Board of the Canada Infrastructure Bank. Ms. Fukakusa also serves on a number of professional and not-for-profit organizations including Ryerson University, The Princess Margaret Cancer Foundation, Wellspring Cancer Support and Schulich School of Business. Ms. Fukakusa holds a Bachelor of Arts from University of Toronto, a Master of Business Administration from Schulich School of Business, and an Honorary Doctorate of Laws from York University. Ms. Fukakusa has been named a Fellow of the Institute of Chartered Professional Accountants of Ontario.
Key Attributes, Experience and Skills:
Ms. Fukakusa has extensive business, financial and leadership experience. As a member of RY’s management team, she was one of eight executives responsible for setting the overall strategic direction of RY. Ms. Fukakusa was named one of the 25 Most Powerful Women in Banking by American Banker magazine from 2013 to 2016. She was selected as Canada’s CFO of the Year by Financial Executives Canada, PWC and Robert Half in 2014 and was inducted into Canada’s Most Powerful Women Hall of Fame in 2007. Ms. Fukakusa’s extensive financial and leadership experience allow her to provide our Board with valuable insight and knowledge on financial, investment and strategic matters.
 
 

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John K. Haley, 67
Director since September 2009
Mr. Haley was a partner at Ernst & Young LLP in Transaction Advisory Services from 1998 until 2009 and led the Transaction Advisory Services practice in Boston, Massachusetts. Prior to that, he was an Audit Partner at Ernst & Young LLP from 1988 until 1997, where he served as audit partner on a variety of public and private companies. Mr. Haley is a member of the board of directors and chair of the audit committee of Amplify Snack Brands, Inc. Mr. Haley is also a member of the board of directors of Truck Hero, Inc. Mr. Haley holds a degree in accounting from Northeastern University and has completed executive programs at Harvard Business School, Northwestern University and Babson College.
Key Attributes, Experience and Skills:
Mr. Haley has financial expertise and significant experience in SEC registrations, restructurings, special investigations and forensic investigations. Mr. Haley has given expert testimony on financial and accounting matters, and has experience in the real estate and retail industries. Mr. Haley was a member of the American Society of Certified Public Accountants. Mr. Haley’s extensive professional accounting and financial experience, including with respect to public company requirements and SEC registrations, allow him to provide key contributions to the Board of Directors on financial, accounting and corporate governance matters.
 
 
Daniel B. Hurwitz, 54
Director since August 2013
Mr. Hurwitz serves as the Founder and Chief Executive Officer of Raider Hill Advisors, LLC, a private real estate investment and retail advisory firm, since February 2015. Prior to founding Raider Hill, Mr. Hurwitz spent five years as Chief Executive Officer of DDR Corp. (NYSE:DDR), an owner and manager of value-oriented shopping centers (“DDR”), and served as a director of DDR from 2009 to 2014. Mr. Hurwitz previously served as Interim President and Chief Executive Officer of Brixmor Property Group, Inc. (NYSE:BRX), a portfolio owner of open-air shopping centers, from February 2016 to May 2016, and he has served as a director since 2016. Mr. Hurwitz also previously served as a director of CubeSmart (NYSE:CUBE), a self-administered and self-managed storage facilities real estate company, Sonae Sierra Brasix, SA (BVMF:SSBR3), a developer, owner and operator of shopping centers in Brazil, and Boscov’s Department Store, Inc., a department store retailer. Mr. Hurwitz is a graduate of Colgate University and the Wharton School of Business Management Program at the University of Pennsylvania.
Key Attributes, Experience and Skills:
Mr. Hurwitz has extensive retail real estate industry experience. His leadership of DDR, his prior experience as a member of senior management of companies in the retail industry, and his prior role as a member of the Board of Trustees of CubeSmart, for which he served as a member of the audit committee and chairman of the executive compensation committee, make him an invaluable member of our Board. Mr. Hurwitz is also very active in many cultural, charitable and academic institutions, which provide an important diversity of perspective and link between our Board and the community.
 
 
Brian W. Kingston, 44
Director since August 2013
Mr. Kingston is Chief Executive Officer of Brookfield Property Group and Brookfield Property Partners. He is also a Senior Managing Partner of Brookfield. Since joining Brookfield in 2001, Mr. Kingston has been engaged in a wide range of merger and acquisition activities, including Brookfield’s investments in Canary Wharf, O&Y REIT and O&Y Corp., Trizec Properties and Multiplex. From 2008 to 2013 he led Brookfield’s Australian business activities, holding the positions of Chief Executive Officer of Brookfield Office Properties Australia, Chief Executive Officer of Prime Infrastructure and Chief Financial Officer of Multiplex. Mr. Kingston also serves as a director of Brookfield’s real estate company-affiliated boards, including Rouse Properties, a real estate investment trust company, and Canary Wharf, an iconic London real estate business. Mr. Kingston holds a Bachelor of Commerce degree from Queens University.
Key Attributes, Experience and Skills:
Mr. Kingston has extensive experience in the private equity and real estate industries, which allows him to make key contributions to our Board of Directors on investment and other strategic matters. Mr. Kingston is a Brookfield Designee pursuant to the terms described under “Investment Agreement with Brookfield” and, as a Senior Managing Partner of Brookfield and Chief Executive Officer of Brookfield Property Group, may be deemed to have control over certain shares and warrants of GGP held by Brookfield entities, as described in the footnotes to the “Security Ownership of Certain Beneficial Owners and Management” table.
 
 
Christina M. Lofgren, 66
Director since May 2017
Ms. Lofgren served as Executive Vice President, Real Estate/Property Development of The TJX Companies, Inc. (NYSE:TJX), an American apparel and home goods company (“TJX”), from February 2013 to February 2016. From April 2002 to January 2013, she served as Senior Vice President, Real Estate/Property Development of TJX. Since joining TJX in 1989, Ms. Lofgren held various management positions at TJX, overseeing acquisitions, construction and development projects, asset management, and real estate research and analysis. Ms. Lofgren is a graduate of Boston Business School.
Key Attributes, Experience and Skills:
Ms. Lofgren has extensive retail and real estate experience, which allows her to make key contributions to our Board on strategic matters, including acquisitions, divestures and development projects. Additionally, her knowledge of retailer operations enables her to provide valuable insight to the Board on strategic issues involving tenants of the Company.

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Sandeep Mathrani, 55
Director since January 2011
Prior to joining the Company, Mr. Mathrani was the President of Retail for Vornado Realty Trust (“Vornado”). Mr. Mathrani is a Trustee of ICSC, an Executive Board member and First Vice Chair of the National Association of Real Estate Investment Trusts (“NAREIT”) and a member of The Real Estate Roundtable. Mr. Mathrani holds a Master of Engineering, Master of Management Science, and Bachelor of Engineering from Stevens Institute of Technology.
Key Attributes, Experience and Skills:
A real estate industry veteran with over 25 years of experience, Mr. Mathrani joined Vornado in February 2002, where he oversaw U.S. retail real estate. Prior to Vornado, Mr. Mathrani spent eight years with Forest City Ratner, where he was Executive Vice President, responsible for that company’s retail development and related leasing in the New York City metropolitan area. Mr. Mathrani’s leadership role with the Company as well as his prior leadership roles at other real estate companies provide him with key experience in business and in the real estate industry and contribute to his ability to make strategic decisions with respect to our business. In addition, his in-depth knowledge of our business strategy and operations due to his role as our Chief Executive Officer enable him to provide valuable contributions and facilitate effective communication between management and the Board.

Messrs. Neithercut and Patterson served as directors for a portion of 2017. Below is a description of Messrs. Neithercut’s and Patterson’s professional background, directorships during the past five years, and key attributes, experience, and skills.
David J. Neithercut, 62
Director from November 2010 through May 2017
Mr. Neithercut has served as President and Chief Executive Officer and a member of the Board of Trustees of Equity Residential (NYSE:EQR), a REIT focused on the acquisition, development and management of apartment properties in various U.S. markets. He served as President of Equity Residential since May 2005. From 2004 until 2005, Mr. Neithercut was the Executive Vice President - Corporate Strategy at Equity Residential, and from 1995 until 2004, he was the Executive Vice President and Chief Financial Officer. Mr. Neithercut is a member of the Executive Board of NAREIT of which he served as Chairman in 2015. He also serves on the Policy Advisory Board of the Joint Center for Housing Studies at Harvard University and the MBA Real Estate Program Advisory Board at Columbia University. Mr. Neithercut holds a bachelor’s degree from St. Lawrence University and an M.B.A. from the Columbia University Graduate School of Business.
Key Attributes, Experience and Skills:
Mr. Neithercut’s leadership experience in working with residential REITs, as well as his membership in industry committees, provided our Board with valuable insight and knowledge into REIT operations and strategy and the REIT industry in general.
 
 
Mark R. Patterson, 57
Director from July 2011 through May 2017
Mr. Patterson is a real estate consultant, financial advisor, and President of MP Realty Advisors LLC. From September 2010 until March 2016, Mr. Patterson was Chairman of Boomerang Systems, a manufacturer of automated parking systems, and served as the Chief Executive Officer from September 2010 until January 2015. In August 2015, Boomerang Systems filed a petition for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code. Prior to joining Boomerang Systems, Mr. Patterson was the Managing Director and Head of Real Estate Global Principal Investments of Merrill Lynch, a wealth management and financial advisory service provider, since 2005, and in 2006 also became the Global Head of Commercial Real Estate, which encompassed real estate investment banking, principal investing and mortgage debt. Since 2014, Mr. Patterson has served as a director of UDR, Inc. (NYSE:UDR), a multifamily real estate investment trust. Since July 2016, he has served as a director of Digital Realty Trust, Inc. (NYSE: DLR), an owner, developer and manager of technology-related real estate. Mr. Patterson holds a B.A. from the College of William and Mary and an M.B.A. from the Darden School of Business at the University of Virginia.
Key Attributes, Experience and Skills:
Mr. Patterson has been involved in a wide range of advisory assignments, initial public offerings and financings that have spanned virtually all property types. Many of these transactions are notable because they were some of the largest of their type or represented new financing trends in global real estate finance. Although based in the United States, Mr. Patterson has had extensive global experience overseeing both Merrill Lynch’s and Citigroup’s real estate activities worldwide. Mr. Patterson is also a Certified Public Accountant.


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CORPORATE GOVERNANCE

Board Meetings and Attendance

The Board of Directors of GGP held nine meetings during 2017. Each of the directors of the Company attended at least 85% of the meetings of the Board applicable to the director. With respect to those Board committees on which he or she served during 2017, the applicable directors attended 100% of the meetings.

The Company encourages its Board members to attend annual meetings of its stockholders. Six Board members then serving attended the Company’s annual meeting of stockholders in 2017.

Meetings of Non-Employee Directors

The non-employee directors hold regular meetings without any members of management present. Mr. Flatt, the independent Chairman of the Board, presides over meetings of the non-employee directors. Mr. Hurwitz, the lead director, presides over meetings of the non-employee directors when Mr. Flatt is not present or has a conflict.

Board Leadership Structure

It is the current policy of the Board that the role of Chairman and Chief Executive Officer are separate, and that the Chairman is independent within the meaning of the NYSE listing standards. Therefore, the positions of Chairman of the Board and Chief Executive Officer are held by separate persons. The Board believes the current structure is appropriate and effective for the Company. The Board believes that there are advantages to having an independent Chairman of the Board for matters such as communications and relations between the Board, the Chief Executive Officer, and other senior leadership; in assisting the Board in reaching consensus on particular strategies and policies; and in facilitating robust senior leadership, Board, and Chief Executive Officer evaluation processes. In addition, the Board believes that the current leadership structure helps to ensure that the appropriate level of oversight, independence and responsibility is applied to all Board decisions, including risk oversight. The duties of the independent Chairman of the Board include: working with the Chief Executive Officer and other directors to set the agenda for the Board meetings; presiding over all meetings of the Board and executive sessions of the independent directors; and serving as the principal liaison on Board-wide issues. The Chairman serves as an information resource for the independent directors and acts as a liaison between directors, committee chairs and management.

In 2017, the Board created the role of lead director to preside over meetings when the Chairman is not present or has a conflict. The Board designated Mr. Hurwitz to serve as the initial lead director.

Risk Oversight

The Company is exposed to a wide variety of risks in its business activities, including market, strategic, operational (including those related to cyber security), financial, legal, competitive and regulatory risks. Our Board of Directors is responsible for oversight of risks facing the Company, while our management team is responsible for day-to-day management of risk. Our Board, as a whole, directly administers its risk oversight function through regular interactions with our management and, from time to time, input from independent advisors. In its oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The involvement of the Board in setting our business strategy at least annually is a key part of its oversight of risk management, its assessment of management’s appetite for risk and its determination of what constitutes an appropriate level of risk for GGP. The Board receives updates in the ordinary course from management and outside advisors regarding risks we face, including litigation and various operating risks. The risk oversight function is also administered through the standing committees of our Board of Directors, which oversee risks inherent in their respective areas of responsibility, reporting to our Board regularly and involving our Board as necessary.


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Our Board committees oversee certain aspects of risk management as follows:
•
The Audit Committee assists the Board in the oversight of the Company’s risk management process. The Audit Committee oversees risk management as it relates to GGP’s financial condition, financial statements, financial reporting process, accounting matters and cyber security, the adequacy of our risk-related internal controls, and internal investigations. The Audit Committee reviews and discusses with management and the independent auditor the Company’s major financial risk exposures and any significant non-financial risk exposures, and related policies and practices to assess and control such exposures, including the Company’s risk assessment and risk management policies. The Audit Committee also reviews the role of the Board in the oversight of the Company’s risks. Furthermore, a Risk Management Committee, composed of senior managers from each of the Company’s major business areas, periodically reports to the Audit Committee. The Risk Management Committee discusses the management and mitigation of the Company’s major strategic risks, shares information on risk management across the Company and manages risk in their functional area, as well as monitoring major emerging risks.

•
The Compensation Committee oversees GGP’s overall compensation practices, policies and programs and assessing the risks associated with such practices, policies and programs, including risks related to the executive officer compensation programs such as those that are incentive-driven compensation plans.

•
The Nominating and Governance Committee oversees risks related to the composition and structure of the Board of Directors and its committees and GGP’s corporate governance, including evaluating and considering evolving corporate governance best practices.

The Board and its relevant committees review with GGP’s management the risk management practices for which they have oversight responsibility. Since overseeing risk is an ongoing process and inherent in GGP’s strategic decisions, the Board and the relevant committees do not view risk in isolation, but discuss risk throughout the year in relation to proposed actions and initiatives. Further, we believe that our current leadership structure, including that of having an independent Chairman, enhances the Board’s ability to oversee the Company’s risks.
Compensation Risk Assessment
The Compensation Committee believes that our compensation program does not encourage unnecessary or excessive risk taking that could have a material adverse effect on our Company. The following key compensation program elements were reviewed in connection with our risk assessment:
•
Base salaries are fixed in amount.

•
In determining cash awards under the Incentive Compensation Plan, the Compensation Committee considers a variety of short-term individual and corporate annual performance objectives (as described below under “Compensation Discussion and Analysis”) that the Compensation Committee believes will yield long-term stockholder value. The Compensation Committee uses discretion when setting Incentive Compensation Plan awards, which the Compensation Committee believes appropriately balances risk and the desire to focus executives on short-term goals that are integral to long-term value creation. The Compensation Committee believes this process avoids putting undue emphasis on any particular performance measure.

•
A significant portion of the compensation provided to our named executive officers is in the form of equity awards granted pursuant to the Equity Plan. The Compensation Committee believes that these awards do not encourage unnecessary or excessive risk taking because the total value of the awards is tied to our stock price and achievement of multi-year performance metrics, and grants are subject to time-based vesting, which ensures that executives have significant value tied to our long-term stock price performance. Our executive stock ownership guidelines further align the interests of our executives with our stockholders.


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Committees of the Board of Directors
Our Board of Directors has the authority to appoint committees to perform certain management and administration functions. The current standing committees are the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The Board may, however, from time to time, establish or maintain additional committees as necessary or appropriate.
The table below shows current membership for each of the standing Board committees.
Audit Committee
Nominating and
Governance Committee
Compensation Committee
Janice R. Fukakusa
Richard B. Clark
Mary Lou Fiala
John K. Haley*
Mary Lou Fiala*
J. Bruce Flatt*
Daniel B. Hurwitz
Christina M. Lofgren
John K. Haley
 
 
Daniel B. Hurwitz
*Denotes Chair.

Committee members and Chairs are appointed by the Board upon recommendation of the Nominating and Governance Committee with consideration of the desires of individual directors. The Board considers rotating committee members periodically, but the Board does not have a rotation policy.

The Board and each standing committee have the power to hire independent legal, financial or other advisors as they may deem necessary, without consulting or obtaining the approval of any officer of the Company in advance. Directors have complete access to the Board’s advisors.

Each of the committees operate under a written charter. Copies of these charters can be obtained from our website at www.ggp.com under the “Investors - Leadership & Governance - Corporate Governance Documents” heading or by writing to our Corporate Secretary at our principal executive offices.
Audit Committee
The Board has a standing Audit Committee, established in accordance with the requirements of the SEC. The Board of Directors has affirmatively determined that all of the members of the Audit Committee meet the requirements for independence and expertise, including financial literacy for the purposes of serving on the Audit Committee, under applicable NYSE listing standards and SEC rules. The Board of Directors has also determined that Mr. Haley qualifies as an “audit committee financial expert” under applicable SEC rules.
The primary purpose of the Audit Committee is to assist the Board’s oversight of:
•
The quality and integrity of the financial statements of the Company, including its financial accounting principles and policies and its internal controls over financial reporting;

•
The independent auditor’s qualifications, performance and independence;

•
The performance of the Company’s internal audit function and independent auditors;

•
The compliance by the Company with legal and regulatory requirements; and

•
The review and approval of all related party transactions.

The Audit Committee also prepares the report required to be prepared by the committee and included in the Company’s annual meeting proxy statement pursuant to SEC rules.


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The Audit Committee has the authority to retain and compensate independent legal, accounting, or other advisors and experts and the Company will provide appropriate funding for the compensation of any such advisors. The Audit Committee has the sole authority (on behalf of the Company) to appoint, retain or replace the Company’s independent registered public accounting firm, who reports directly to the Audit Committee, although the Audit Committee has a policy of seeking stockholder ratification of the appointment of the Company’s independent registered public accounting firm, as described in Proposal 3. The Audit Committee is responsible for the audit fee negotiations associated with the Company’s retention of the Company’s independent registered public accounting firm. The Audit Committee meets with the independent auditor without any member of management present, prior to release of the annual audited financial statements, to discuss the independent registered public accounting firm’s views about the qualitative aspects of the Company’s financial reporting. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the Company’s independent registered public accounting firm. The members of the Audit Committee and the Board believe that the continued retention of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its investors. In conjunction with the mandated rotation of the lead engagement partner, the Audit Committee is directly involved in the selection of a new lead engagement partner.
The Audit Committee is empowered to investigate any matter brought to its attention with full access to the Company’s books, records, facilities and personnel. Further, the Audit Committee may form and delegate authority to subcommittees when appropriate.
Finally, the Audit Committee reviews and discusses with management and the independent auditor the Company’s major financial risk exposures and the steps management has taken to monitor any significant non-financial risk exposures and related policies and practices to assess and control such exposures, including the Company’s risk assessment and risk management policies, and reviews the role of the Board in the risk oversight of the Company, such as how the Board administers its oversight function.
The Audit Committee held nine meetings during 2017.
Nominating and Governance Committee
In accordance with the listing standards of the NYSE, the Nominating and Governance Committee is comprised solely of independent directors. The primary functions of the Nominating and Governance Committee include:
•
Developing and implementing policies, procedures and criteria for the selection of qualified director candidates;

•
Identifying, screening and reviewing individuals qualified to become directors;

•
Recommending to the Board director nominees for the next annual meeting of stockholders or to fill Board vacancies;

•
Assessing, developing, recommending to the Board and overseeing the implementation of the Board’s Corporate Governance Guidelines and the Company’s governance practices generally;

•
Organizing and undertaking the Board’s annual review of Board, committee and director performance and overall corporate governance; and

•
Reviewing and recommending to the Board the composition and leadership of board committees.

According to the Nominating and Governance Committee’s charter, it has sole authority to retain any search firm to be used to identify director candidates and the sole authority to approve the search firm’s fees and other retention terms. The Nominating and Governance Committee also has the authority to retain and compensate independent advisors and experts and the Company will provide appropriate funding for the compensation of any such advisors. See “Director Nomination Process” for more information on the Nominating and Governance Committee.
The Nominating and Governance Committee is empowered to investigate any matter brought to its attention with full access to the Company’s books, records, facilities and personnel. Further, the Nominating and Governance Committee may form and delegate authority to subcommittees when appropriate.
The Nominating and Governance Committee held four meetings during 2017.

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Compensation Committee
In accordance with the listing standards of the NYSE, the Compensation Committee is comprised solely of independent directors. The Compensation Committee has responsibility for evaluating and approving, as a committee or together with the Board (or independent directors as appropriate) as directed by the Board, the compensation of directors and executive officers of the Company. The primary functions of the Compensation Committee include:
•
reviewing and approving or making recommendations on the Company’s overall compensation strategy and policies;

•
evaluating whether the Company’s compensation structure establishes appropriate incentives for executives and other employees of the Company, including whether the Company’s compensation policies and practices for its employees and executives give rise to risks that are reasonably likely to have a material adverse effect on the Company;

•
reviewing and approving, in consultation with the independent directors, compensation for our Chief Executive Officer;

•
reviewing and approving, as a committee or together with the Board (as directed by the Board), the compensation for the other executive officers of the Company;

•
monitoring, reviewing and administering the Company’s compensation and benefit plans, including our Incentive Compensation Plan, the Equity Plan and all other incentive-compensation or equity-based plans;

•
reviewing and approving the form and amount of compensation of directors;

•
preparing the Compensation Committee Report required by SEC rules to be included in our Annual Report;

•
reviewing and discussing with management the compensation, discussion and analysis disclosure required by SEC rules, compensation practices as related to risk management, and the disclosure in the proxy materials regarding the stockholder advisory vote on executive compensation (“say-on-pay”);

•
reviewing and recommending to the Board the frequency of the say-on-pay vote;

•
reviewing the results of the advisory say-on-pay vote and considering whether to make any adjustments to the Company’s executive compensation policies and practices;

•
monitoring compliance with legal prohibitions on loans from the Company to directors and executive officers of the Company;

•
monitoring compliance by directors and executive officers with the Company’s program of required stock ownership;

•
preparing recommendations and periodic reports to the Board of Directors as appropriate; and

•
handling such other matters that are specifically delegated to the Compensation Committee by our Board of Directors from time to time.

The “Compensation Discussion and Analysis” section further discusses the Compensation Committee’s responsibilities and actions.
The Compensation Committee also has the authority to retain and compensate independent legal counsel and accounting or other advisors and experts and the Company provides appropriate funding for the compensation of any such advisors. However, before selecting an advisor, the Committee considers the independence of such person or entity, including consideration of the following factors: (1) other services provided to the Company by the advisor; (2) fees paid by the Company as a percentage of the advisor’s total revenue; (3) policies or procedures maintained by the advisor that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and a member of the Committee; (5) any Company stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between the Company’s executive officers and the advisor or the individual consultants involved in the engagement. The Compensation Committee did not engage advisors in 2017.

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The Compensation Committee is empowered to investigate any matter brought to its attention with full access to the Company’s books, records, facilities and personnel. The Compensation Committee may form and delegate any of its responsibilities to a subcommittee so long as such subcommittee is solely comprised of one or more members of the Compensation Committee and such delegation is not otherwise inconsistent with law and applicable rules and regulations of the SEC and the NYSE. Furthermore, the Compensation Committee may, by resolution approved by a majority of the Committee, delegate to management the administration of the Company’s incentive compensation and equity-based compensation plans, to the extent permitted by law and as may be permitted by such plans and subject to such rules, policies and guidelines (including limits on the aggregate awards that may be made pursuant to such delegation) as the Compensation Committee shall approve, provided that, the Compensation Committee shall determine and approve the awards made under such plan to any executive officer and any other member of senior management as the Compensation Committee shall designate and shall at least annually review the awards made to such other members of senior management as the Compensation Committee shall designate.
The Compensation Committee held six meetings during 2017.
Director Independence
The Board consists of nine directors, all of whom, other than our Chief Executive Officer, are independent within the meaning of the listing standards of the NYSE.
The Board reviewed director independence in January 2018. During this review, the Board considered transactions and relationships between each director and nominee (including any member of his or her immediate family, if any) and the Company and its subsidiaries and affiliates. In making independence determinations, the Board considered each relationship not only from the standpoint of the director or nominee, but also from the standpoint of persons and organizations with which the director or nominee has a relationship. The purpose of this review is to determine whether any such relationship or transactions would interfere with the director’s or nominee’s independent judgment, and therefore be inconsistent with a determination that the director or nominee is independent.
When assessing the independence of the directors designated by Brookfield, the Board considered that they were nominated by significant stockholders of the Company, but concluded that this did not impair their independence. As required by the NYSE, the Board considered whether the nominated directors themselves had a material relationship with GGP (directly or as a partner, stockholder, or officer of an organization that has a relationship with GGP). A relationship is “material” if, in the judgment of the Board, the relationship would interfere with the director’s independent judgment.
As a result of this review, the Board affirmatively determined that each of the directors and nominees, except Mr. Mathrani, is independent of the Company and its management under NYSE listing standards. Mr. Mathrani is not independent due to his employment as Chief Executive Officer of the Company.
Important Governance Policies
We pride ourselves on our observance of best practices in corporate governance. Our policies are designed to ensure that the Company is managed for the long-term benefit of its stockholders and to enhance the creation of long-term stockholder value.
Corporate Governance Highlights
l
Annually elected directors
l
Regular board and committee self-evaluation process
l
Majority vote standard in uncontested elections
l
Committee authority to retain independent advisors
l
Majority vote standard for mergers and business combinations
l
Rigorous share ownership guidelines for both directors and executive officers
l
Stockholders owning 15% or more of our outstanding stock may call a special meeting
l
Anti-hedging policy
l
No stockholder rights plan (also known as a “poison pill”)
l
Clawback policy to recoup executive compensation
l
Regular executive sessions of independent directors
l
Commitment to sustainability
l
Separate Board Chairman and CEO
l
Comprehensive succession planning program
l
Independent board, with an independent Chairman and Lead Director (all directors other than CEO are independent)
l
Robust code of ethics

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Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines, which, among other matters:
•
describe director qualifications and responsibilities;
•
establish a director resignation policy;
•
provide that our directors have full and free access to the Company’s officers and employees;
•
require the Board to conduct an annual self-evaluation; and
•
set forth stock ownership guidelines for our non-employee directors and executive officers.

Our Corporate Governance Guidelines provide that no director may serve on more than three other public company boards unless the Board determines that such simultaneous service would not impair the individual’s ability to effectively serve on the Board. Directors must advise the Chairman of the Board and the Chairman of the Nominating and Governance Committee in advance of accepting an invitation to serve on another public company board or any assignment to the audit committee or compensation committee of the board of any public company of which such director is already a member.
In addition, individual directors who substantially change the principal occupation or business association they held when they were elected to the Board are expected to volunteer to resign from the Board in order to provide an opportunity for the Board, through the Nominating and Governance Committee, to review the appropriateness of continued Board membership under the circumstances.
Our Corporate Governance Guidelines require any nominee for director in an uncontested election at our Annual Meeting to tender his or her resignation for consideration by the Nominating and Governance Committee if a majority of the votes represented by shares of the Company that are outstanding and entitled to vote in the election are designated to be “withheld” from or are voted “against” his or her election.
The Nominating and Governance Committee will then evaluate the best interest of the Company and its stockholders and recommend to the Board of Directors the action to be taken with respect to any tendered resignation.
Our Corporate Governance Guidelines are available on our website at www.ggp.com under the “Investors—Corporate Governance” heading. In addition, a copy may be obtained by writing to our Corporate Secretary at our principal executive offices.
Stock Ownership Guidelines for Non-Employee Directors and Executive Officers
The Board believes that stock ownership by its non-employee directors is an important component of its corporate governance policies. Our stock ownership guidelines for non-employee directors, which are included in our Corporate Governance Guidelines, require that each non-employee director, other than those designated by a significant investor, own at least the lesser of 25,000 shares or shares having a market value of $600,000 of our common stock by the fifth anniversary of the director’s election to the Board and each anniversary thereafter. All of our non-employee directors comply with the stock ownership guidelines applicable to them.
Executive officers are also subject to stock ownership guidelines, which are described below in “Compensation Discussion and Analysis.”
Code of Business Conduct and Ethics
The Board has adopted the Code of Conduct which is applicable to all employees, directors and officers of the Company and its subsidiaries and affiliates. The Code of Conduct includes a process and a toll-free telephone number for anonymous reports of potentially inappropriate conduct or potential violations of the Code of Conduct. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Conduct for the Company’s principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, by posting such information on the Company’s website.
Our Code of Business Conduct and Ethics is available on our website at www.ggp.com under the “Investors - Leadership & Governance - Corporate Governance Documents” heading. In addition, a copy may be obtained by writing to our Corporate Secretary at our principal executive offices.

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Insider Trading Policy
The Company’s Insider Trading Policy prohibits aggressive or speculative trading in our securities by our officers, directors and employees and their respective family members, including, but not limited to, short sales of GGP stock, the purchase of put or call options, or the writing of such options with respect to GGP securities. The policy also prohibits hedging transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds that are designed to hedge or offset any decrease in the market value of the Company’s securities. In addition, our officers, directors, employees and their respective family members may not pledge or otherwise use Company securities as collateral for a margin loan or any other loan where the obligation to repay such loan is affected by the value of the Company’s securities, unless approved by the Compensation Committee of the Board of Directors.
Clawback Policy
The Board has adopted a Clawback Policy that requires reimbursement of any annual incentive payment or long-term incentive payment to an executive officer where: (1) the payment was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of Company financial statements filed with the SEC; (2) the Board determines the executive engaged in intentional misconduct that caused or substantially caused the need for the substantial restatement; and (3) a lower payment would have been made to the executive based upon the restated financial results. In each such instance, the Company will, to the extent practicable, seek to recover from the individual executive the amount by which the individual executive’s incentive payments for the relevant period exceeded the lower payment that would have been made based on the restated financial results. For purposes of this policy, the term “executive officer” means any officer who has been designated an executive officer by the Board.
Stockholder Resolution on Proxy Access Bylaws
At our 2017 Annual Meeting of Stockholders, our stockholders approved a stockholder proposal concerning the adoption of a “proxy access” bylaw (the “Proposal”). The Board appreciates and takes very seriously the interests of the stockholders on this issue.

In determining the appropriate response to the Proposal, the Board considered the current circumstances relating to the Company’s proposed transaction with BPY. The Board took into account the time, resources and expense that would be required to develop a deliberate and measured approach to implementing the Proposal. The Board also considered the outreach to stockholders that the Company would undertake on this issue to ensure that provisions implemented would be supported by, and satisfactory to, the Company’s stockholders, and determined that, given the proposed transaction with BPY, engagement on this issue would not be appropriate at this time, as it might cause unwarranted confusion about the Company’s intention and expectations with respect to the proposed transaction with BPY.

Based on these considerations, the Board determined that it was not appropriate to adopt responsive provisions to the Proposal at this time. However, if the proposed transaction with BPY does not close, the Board, following consultation with stockholders, intends to determine an appropriate response to the Proposal.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions Policy

Our written Related Party Transactions Policy is designed to assist with the proper identification, review and disclosure of related party transactions. Under this policy, any transaction or proposed transaction between the Company and related parties is required to be disclosed to the Audit Committee, and the Audit Committee is responsible for reviewing and approving such transactions. The Audit Committee may only approve a transaction between the Company and a related party if the transaction is on terms that are comparable to terms the Company could obtain in an arm’s-length transaction with an unrelated third party, and either the term of the transaction does not exceed one year or the Company can terminate the agreement evidencing the transaction upon reasonable notice to the related party. A related party for purposes of this policy means:

•
An officer or director of the Company;

•
A stockholder directly or indirectly beneficially owning in excess of 5% of the Company;

•
A person who is an immediate family member of, or shares a household with, an officer or director; or

•
An entity that is either wholly or substantially owned or controlled by someone listed above.

This policy does not apply to transactions in which all Company employees may participate, a transaction that involves compensation for services rendered to the Company as an employee or director, or a transaction that involves the conversion or redemption of outstanding interests in the Operating Partnership.
Related Party Transactions

During 2017, there were no transactions meeting the definition of a related party transaction under the Related Party Transaction Policy, nor were there any related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.




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INVESTMENT AGREEMENT WITH BROOKFIELD

Pursuant to a series of restructuring transactions contemplated by our emergence from bankruptcy in 2010, we entered into a series of investment agreements, including an investment agreement (the “Investment Agreement”) with affiliates of Brookfield Asset Management Inc. (collectively, with its designees, as applicable, “Brookfield”).

Pursuant to the Investment Agreement, our Board of Directors is required to have nine members, three of whom were designated by Brookfield (“Brookfield Designees”). Brookfield’s right to designate three directors will continue so long as Brookfield beneficially owns at least 20% of our common stock on a fully diluted basis, with such right reducing to two directors if Brookfield beneficially owns between 15% and 20% of our common stock on a fully diluted basis, and one director if Brookfield beneficially owns between 10% and 15% of our common stock on a fully diluted basis. Brookfield will have no right to designate a director if it beneficially owns less than 10% of our common stock on a fully diluted basis.
Pursuant to the terms of the Investment Agreement, the Company is obligated to nominate the Brookfield Designees, as part of its slate of directors, and use its reasonable best efforts to have such persons elected to the Company’s Board of Directors (subject to applicable law and NYSE rules). The Brookfield Designees are subject to such eligibility criteria as are applied in good faith by our Nominating and Governance Committee and Board to other candidates. See “Director Nomination Process” above.
Brookfield may designate a Brookfield Designee’s replacement upon the death, resignation, retirement, disqualification or removal from office of such designee. In addition, subject to applicable law and NYSE rules, the Brookfield Designees must have proportional representation on any committee of the Board of Directors, except for special committees established for potential conflict of interest situations involving Brookfield or any affiliate thereof, and except that only designees who qualify under the applicable rules of the applicable stock exchange or the SEC may serve on committees where such qualification is required.
In accordance with the Investment Agreement, Messrs. Clark, Flatt and Kingston are Brookfield Designees.
In addition, pursuant to the standstill agreement entered into between us and Brookfield, in connection with any stockholder meeting or consent solicitation relating to the election of members of the Board, Brookfield may vote all of its shares of common stock as it wishes with respect to its nominees referred to in the preceding paragraph and, with respect to other nominees, may vote shares representing up to 10% of the outstanding common stock as it wishes but must vote the rest of its shares in proportion to the votes cast by other stockholders (excluding shares contractually required to be voted in proportion to the total number of votes cast pursuant to the standstill agreement).


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COMPENSATION OF DIRECTORS

Directors who are our employees receive no fees for their services as directors. Non-employee directors receive an annual fee for their service on the Board and reimbursement of expenses incurred in attending meetings.

The Compensation Committee annually reviews Board compensation in relation to its peers and other similarly sized U.S. companies and is responsible for approving changes in compensation for non-employee directors. In developing its recommendations, the Committee is guided by the following goals: compensation should fairly pay directors for work required in a company of GGP’s size and scope, directors should hold a meaningful amount of GGP stock to align directors’ interests with the long-term interests of stockholders, and the structure of the compensation should be simple and transparent.

The chart below sets forth the fee structure for non-employee directors from January 1, 2017 through December 31, 2017.
Annual Fees:
All non-employee Directors, including Chairman
$200,000
(1)
Chairman and Lead Director
$25,000
 
Audit Committee Chair
$25,000
 
Compensation Committee Chair
$15,000
 
Nominating and Governance Committee Chair
$10,000
 
Equity Awards:
New Director Award
$75,000
(2)

(1)
Payable quarterly in arrears in cash, restricted stock of the Company and/or Restricted Stock-Like LTIP Units in the proportion elected by each non-employee director before the end of the prior calendar year. LTIP Units are a class of partnership interest in the Operating Partnership and are used as a form of equity-based award for annual long-term incentive equity compensation. LTIP Units are designed to qualify as “profits interests” in the Operating Partnership for federal income tax purposes. Restricted Stock-Like LTIP Units initially are not economically equivalent in value to a share of our common stock, but over time can increase in value upon the occurrence of specified events to achieve an approximately one-for-one parity with common stock by operation of tax rules. Until and unless such parity is reached, the value that an individual will realize for a given number of vested Restricted Stock-Like LTIP Units is less than the value of an equal number of shares of common stock. Assuming certain conditions are met, Restricted Stock-Like LTIP Units are convertible at the election of the holder into an equivalent number of common units of the Operating Partnership (“OP Units”), which are redeemable by the holder for approximately one common share of the Company or the cash value of such shares, at the Company’s option. The number of shares of restricted stock of the Company to be issued pursuant to the Equity Plan in payment of the portion of the annual fee shall be determined using the closing price of the Company’s common stock on the first trading day of the calendar year, with such number of shares to be rounded to the nearest whole share. The number of Restricted Stock-Like LTIP Units to be issued pursuant to the Equity Plan in payment of the portion of the annual fee shall be determined using the Duff and Phelps value on the first trading day of the calendar year, with such number of units to be rounded to the nearest whole. The equity will be granted at the beginning of the year, but will vest over the calendar year 25% on the last day of each calendar quarter. A non-employee director, other than those designated by a significant stockholder, must elect to receive at least 2/3 of his or her annual fee in the form of restricted stock of the Company and/or Restricted Stock-Like LTIP Units if such director does not meet the thresholds set forth in the Company’s Stock Ownership Guidelines for Non-Employee Directors (see “Corporate Governance—Important Governance Policies” for a description of our Stock Ownership Guidelines). If a director is no longer a director at the end of the calendar quarter, no cash payment for the quarter will be due to the director and the restricted shares and/or Restricted Stock-Like LTIP Units scheduled to vest as of the end of that quarter and thereafter will be forfeited. If a non-employee director joins the Board mid-year, the entire amount of the annual fee for the remainder of the year shall be paid in cash.

(2)
The New Director Award shall be in the form of restricted stock of the Company and vests one-third on the grant date and one-third on each of the first and second anniversaries of the grant date. The number of shares to be issued is determined based on the closing price of the Company’s common stock on the trading day either on or after the grant date (rounded to the nearest whole share).

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The following table summarizes the compensation earned by or paid to each of our non-employee directors in 2017.

2017 Director Compensation
Name
Fees Earned
or
Paid in Cash
($)
Stock
Awards(1)
($)
All Other
Compensation
($)
Total
($)
Richard B. Clark*
200,000

 
—

 
—

200,000

Mary Lou Fiala
72,934

(2) 
133,340

 
—

206,274

J. Bruce Flatt*(3)   
—

 
—

 
—

—

Janice R. Fukakusa
125,450

(4) 
75,000

(5) 
—

200,450

John K. Haley
225,000

(6) 
—

 
—

225,000

Daniel B. Hurwitz
14,589

(7) 
200,000

 
—

214,589

Brian W. Kingston*
200,000

 
—

 
—

200,000

Christina M. Lofgren
125,450

(8) 
75,000

(9) 
—

200,450

David J. Neithercut
—

 
200,000

(10) 
—

200,000

Mark R. Patterson
22,500

(11) 
120,000

(12) 
—

144,500

* Denotes director designated by Brookfield.
 
 
 
 
 
 

(1)
Amounts represent the aggregate grant date fair value of restricted stock or Restricted Stock-Like LTIP Units computed in accordance with FASB ASC Topic 718.
(2)
This amount includes $66,660 in Board fees paid and $6,274 in pro-rated Nominating and Governance Committee feeds paid to Ms. Fiala for serving as chair of the Nominating and Governance beginning May 25, 2017 through the end of the year.
(3)
Mr. Flatt elected to waive his 2017 director compensation and Compensation Committee chair fees.
(4)
This amount represents pro-rated Board fees paid to Ms. Fukakusa from the time of her appointment to the Board on May 17, 2017 to the end of the year.
(5)
Ms. Fukakusa received a new director restricted stock award of 3,311 shares on May 26, 2017. 
(6)
This amount includes $25,000 in Audit Committee chair fees paid to Mr. Haley.
(7)
This amount represents $14,589 in pro-rated Lead Director fees paid to Mr. Hurwitz from the time of his appointment as Lead Director on June 2, 2017 through the end of the year.
(8)
This amount represents $125,450 in pro-rated Board fees paid to Ms. Lofgren from the time of her appointment to the Board on May 17, 2017 through the end of the year.
(9)
Ms. Lofgren received a new director restricted stock award of 3,311 shares on May 26, 2017.
(10)
Mr. Neithercut did not stand for reelection at the 2017 annual stockholder meeting. In recognition of Mr. Neithercut’s service to the Board, his remaining unvested equity was accelerated upon retirement from the Board.
(11)
Mr. Patterson did not stand for reelection at the 2017 annual stockholder meeting. This amount represents $20,000 in pro-rated Board fees for his service through May 17, 2017. This amount also includes $2,500 in pro-rated Nominating and Governance Committee chair fees paid to Mr. Patterson for his service through May 17, 2017.
(12)
In recognition of Mr. Patterson’s service to the Board, his remaining unvested equity was accelerated upon retirement from the Board.

Directors are encouraged to periodically participate in educational programs related to the responsibilities of directors of publicly-traded companies.


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PROPOSAL 2
APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS
The Board of Directors unanimously recommends a vote
FOR this proposal (Item 2 on the Proxy Card).

Section 14A of the Exchange Act requires that we seek a non-binding stockholder advisory vote on our executive compensation, as described in this Proxy Statement (commonly referred to as “say-on-pay”). The say-on-pay vote will provide us with information regarding investor sentiment about our executive compensation program. The Compensation Committee will consider the results of the say-on-pay vote when determining executive compensation for 2018 and beyond.
We encourage stockholders to review the Compensation Discussion and Analysis section, which discusses our compensation policies and programs for 2017. For 2017, our executive compensation program was designed to pay for performance and align our compensation programs with business strategies focused on long-term growth and creating value for stockholders while also paying competitively and focusing on total compensation. We feel this design is evidenced by the following:
•
We provide a significant portion of our total compensation in the form of performance-based compensation.

•
Our annual performance-based cash awards are based on the achievement of corporate financial measures, such as adjusted EBITDA, and objectives that create value for stockholders.

•
Our long-term incentive opportunities are based on achieving long-term stockholder value.

•
The Compensation Committee, together with the Board of Directors, retains discretion over annual performance-based cash awards and performance share grants applicable to the named executive officers.

•
We provide a mix of short-term and long-term and cash and non-cash compensation that we believe allows us to strike a balance between offering competitive executive compensation packages and aligning executive officer compensation with business strategies focused on long-term growth and creating value for stockholders.

The Board strongly endorses the Company’s executive compensation program and recommends that stockholders vote in favor of the following resolution:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the SEC’s rules and regulations, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion is hereby approved on an advisory basis.

The vote on the resolution is not intended to address any specific element of compensation; rather, the advisory vote relates to the overall compensation of our named executive officers. Because the vote is advisory, it will not be binding upon the Board of Directors or the Compensation Committee and neither the Board of Directors nor the Compensation Committee will be required to take any action as a result of the outcome of the vote on this proposal. The Compensation Committee will consider the outcome of the vote when considering future executive compensation arrangements.


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EXECUTIVE OFFICERS

The executive officers of the Company are generally appointed by the Board annually and are as follows:
Name
Position
Sandeep Mathrani
Chief Executive Officer
Shobi Khan
President and Chief Operating Officer
Michael B. Berman
Former Executive Vice President and Chief Financial Officer
Heath R. Fear
Executive Vice President and Chief Financial Officer
Jared Chupaila
Executive Vice President, Leasing
Rosemary G. Feit
Executive Vice President and General Counsel
Richard S. Pesin
Executive Vice President, Anchors, Development and Construction
Tara L. Marszewski
Senior Vice President and Chief Accounting Officer
Please see the “Proposal 1: Election of Directors” section for biographical information concerning Mr. Mathrani.
Biographical information concerning the rest of our executive officers is set forth below.
Shobi Khan, 52
Mr. Khan joined GGP in June 2011 and currently serves as President and Chief Operating Officer. As President and Chief Operating Officer of GGP Inc., Shobi Khan’s oversight of day-to-day operations includes investments, joint-venture partnerships, asset management, marketing, business intelligence and strategy. Mr. Khan is an industry expert and brings more than 30 years of experience in the real estate industry. He served as the U.S. Chief Investment Officer at Bentall Kennedy, where he held direct responsibility for all U.S. investment activity and served on the company’s management group and investment committees. Mr. Khan spent 11 years at Equity Office Properties Trust, where he was the Senior Vice President of Investments. During his tenure at EOP, he led the underwriting of $16 billion in office REIT mergers (Beacon, Cornerstone and Spieker) and was involved with the company’s $39 billion sale to Blackstone in 2007. Prior to joining EOP in 1996, Mr. Khan served with Katz Hollis, Inc. in Los Angeles, where he completed more than $5 billion in tax allocation bond transactions and public/private-financing assignments throughout the United States. Prior to this, he was with Arthur Andersen in San Francisco, where he was responsible for various real estate consulting engagements. Mr. Khan served as a board member of Aliansce Shopping Centers (ALSC3.SA, a public Brazilian mall owner) from 2011-2013. Mr. Khan holds an MBA from the University of Southern California and a bachelor’s degree from the University of California at Berkeley. He is an active member of the International Council of Shopping Centers (ICSC) and a board director for the Chicago Public Library Foundation.
 
Michael B. Berman, 60
Mr. Berman joined GGP in December 2011 and formerly served as Executive Vice President and Chief Financial Officer. Mr. Berman retired from the Company in March 2018. From December 2005 until he joined GGP, Mr. Berman served as Executive Vice President and Chief Financial Officer of Equity LifeStyle Properties, Inc. (“ELS”). From September 2003 until December 2005, Mr. Berman served as Vice President, Chief Financial Officer and Treasurer of ELS. During 2003, Mr. Berman was an associate professor at the New York University Real Estate Institute. Mr. Berman was a managing director in the Investment Banking department at Merrill Lynch & Co. from 1997 to 2002. Mr. Berman is a member of the Columbia Business School Real Estate Advisory Board, a member of the Board of Directors and the Chairman of the Audit Committee of Brixmor Property Group Inc., and a member of the Commercial & Retail Development Council of the Urban Land Institute. Mr. Berman received an M.B.A. from Columbia University Graduate School of Business, a J.D. from Boston University School of Law, and a B.A. from Binghamton University in New York.
 
Heath R. Fear, 49
Mr. Fear rejoined GGP as Executive Vice President, Finance in November, 2017. On December 28, 2017, he was appointed Chief Financial Officer.  Mr. Fear is responsible for the oversight of all of GGP’s financial activities, including capital markets, accounting, investor relations, internal reporting, treasury and information technology. Prior to rejoining GGP, Mr. Fear served as Executive Vice President, Chief Financial Officer and Treasurer for Retail Properties of America (RPAI)—a publicly traded retail real estate investment trust. Prior to his tenure at RPAI, Mr. Fear served in a variety of legal and financial roles at GGP over a 12-year period, with the last being Senior Vice President, Capital Markets. Mr. Fear was a key participant in establishing and executing on GGP’s capital raising allocation strategies and played a key role in restructuring and recapitalizing GGP’s balance sheet. Mr. Fear holds a Juris Doctor from the University Of Illinois College Of Law and a Bachelor of Arts degree in Political Science and English from John Carroll University.


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Jared Chupaila, 42
As the Executive Vice President of Leasing, Mr. Chupaila oversees all leasing activity and new business opportunities for the Company. He plays an integral role in the development of merchandising plans for all permanent and temporary tenants on a national scale, as well as cultivating sponsorship opportunities. A GGP veteran, Chupaila has spent nearly two decades at the Company. While his focus since 2007 has been on the Company’s leasing strategy, working within every sector of the department, his GGP career began at the iconic Las Vegas regional shopping center Fashion Show, where he was the general manager for four years. Before GGP acquired the property from the Rouse Company in 2004, Chupaila was the manager of retail operations. He began his career as a leasing specialist at the Howard Hughes Corporation in Las Vegas. Chupaila earned his bachelor’s degree in Social Anthropology from Harvard University.


 
Rosemary Feit, 46
As Executive Vice President and General Counsel, Ms. Feit is responsible for all of the Company’s legal matters and oversight of the day-to-day operations of the legal department.  She joined GGP in October 2004 as an attorney in the General Practice & Litigation group, taking over leadership of that team in August 2011, and succeeding to her current role in July 2017.  Prior to joining GGP, Ms. Feit was a litigator in private practice for 8 years in New York City and Chicago, where she focused on corporate litigation, business disputes and employment matters on behalf of public and private companies in healthcare, banking and financial services. Ms. Feit received her BA in English Literature from the University of Illinois at Urbana-Champaign and her JD from New York University School of Law. 



 
Richard S. Pesin, 54
Mr. Pesin joined GGP in January 2011 and currently serves as Executive Vice President of Anchors, Development and Construction. Since joining GGP, Mr. Pesin has initiated and is executing a retail development pipeline in excess of $2.5 billion. Prior to GGP, Mr. Pesin was Executive Vice President and Director of Retail Development for Forest City Ratner Companies where he oversaw all aspects of retail development and leasing. Mr. Pesin led the company’s program to bring innovative shopping centers to underserved urban markets. During his 15 year tenure with Forest City, Mr. Pesin was directly responsible for more than 4.5 million square feet with a cost of more than $1.5 billion of new development. Mr. Pesin is a graduate of Duke University with a Bachelor of Arts in Economics and Political Science and shortly thereafter in 1985 he began his career in the shopping center industry.
 
Tara L. Marszewski, 38
Ms. Marszewski joined GGP in January 2012 and has served as Senior Vice President and Chief Accounting Officer since October 2014. From January 2012 until October 2014, Ms. Marszewski served as Vice President – Public Reporting & Accounting Policy. From May 2002 until January 2012, she served as Senior Manager - Audit, Real Estate of KPMG LLP. From May 2001 until May 2002, she served as Staff Audit Associate of Arthur Andersen LLP. Ms. Marszewski received a B.S. in Accounting from the University of Illinois at Urbana.

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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis

GGP’s compensation philosophy and corporate governance standards are designed to align executive compensation with long-term stockholder interests. We focus on adhering to best practices in corporate governance and executive compensation policies.

This Compensation Discussion and Analysis (“CD&A”) discusses the 2017 compensation policies and decisions related to our Named Executive Officers (“NEOs”) and should be read together with the NEO compensation tables in this Proxy Statement. For purposes of this Proxy Statement, our 2017 NEOs include the following individuals:

•
Sandeep Mathrani, Chief Executive Officer;
•
Shobi Khan, President and Chief Operating Officer;
•
Michael Berman, Former Executive Vice President and Chief Financial Officer;
•
Heath Fear, Executive Vice President and Chief Financial Officer; and
•
Richard Pesin, Executive Vice President, Anchors, Development and Construction.

2017 Compensation Decisions and Actions
Factors Guiding Compensation Decisions

l
Executive compensation program philosophy and objectives
l
Financial performance
l
Recommendations of the CEO for other NEOs
l
Assessment of risk management, including avoidance of unnecessary or excessive risk taking to ensure long-term stockholder value
l
Stockholder input including “say-on-pay” vote
l
Market pay practices
l
Current and historical compensation
2017 Equity-Based Awards and 2018 Program Updates

2017 Updates: The Company refined the time-vesting component of each NEO’s equity award granted in 2017 for 2016 service in response to stockholder feedback. As a result of feedback, in 2017 each NEO received 50% of the value of his annual Equity Plan award as restricted stock or Restricted Stock-Like LTIP Units, rather than stock options or Stock Option-Like LTIP Units.

2018 Updates:  To provide better alignment of performance awards with the Company’s retail peers and the Company’s absolute performance, the Compensation Committee removed the performance metric tied to Relative TSR (FTSE NAREIT Equity REIT Index) for awards granted in 2018 for 2017 performance.
Key 2017 Compensation Decisions

The compensation decisions outlined below demonstrate our strong, sustained commitment to paying for performance.

Base Salary
There were no NEO base salary increases in 2017 for Messrs. Mathrani, Berman, or Pesin. Mr. Khan received an increase in base salary to $900,000 effective January 1, 2017 in connection with his promotion to President and Chief Operating Officer. Mr. Fear, who joined the company on November 6, 2017, has an initial base salary of $750,000.

Annual Cash Incentive
On the basis of the assessment discussed below, the Compensation Committee awarded Messrs. Mathrani, Berman, Khan, and Pesin cash awards under the Incentive Compensation Plan representing 67% of their respective target cash awards. Mr. Fear, who started at the company on November 6, 2017, did not receive an annual cash award under the Incentive Compensation Plan for 2017 service due to his start date. Instead, he received a $600,000 cash award pursuant to his employment agreement, equal to 80% of his starting salary.

Long-Term Incentives under the Equity Plan
In February 2018, Messrs. Mathrani, Fear, Khan, and Pesin, received equity awards for 2017 performance in the form of 50% time-vesting restricted stock and 50% performance-vesting restricted stock. The grant date values of these awards ranged from approximately $1,000,000 to $5,360,000.



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2017 Say-on-Pay Vote and Stockholder Outreach
At our 2017 annual stockholders’ meeting, over 96% of the votes cast were in favor of the advisory resolution to approve our Company’s executive compensation program. The Company is committed to engaging with stockholders on an ongoing basis. The Company believes having an ongoing dialogue will facilitate a closer alignment between the Company’s executive compensation program and other governance matters with the long-term interests of our stockholders.

CEO Pay at a Glance

The Compensation Committee determined that the appropriate total direct compensation was $8,570,000 for Mr. Mathrani in 2017, a decrease of approximately 30% from Mr. Mathrani’s 2016 total direct compensation of $12,200,000. The Compensation Committee considered the total compensation package in relation to the target established for the position, taking into account the scope of responsibilities for the particular position. The chart and table below, in contrast to the Summary Compensation Table, include equity based on the year of service being awarded rather than the year of grant.
      ceopaya01.jpg
CEO Total Direct Compensation - 3 Year Comparison
(Excluding One-Time Employment Agreement Award)
Base Salary
Annual Cash Incentive Compensation
Long-Term Equity Incentive Compensation
2015
2016
2017
2015
2016
2017
2015
2016
2017
$1,200,000
$1,200,000
$1,200,000
$3,000,000
$3,000,000
$2,010,000
$8,500,000
$8,000,000
$5,360,000
0% Growth
Decreased 33% from 2016
Decreased 33% from 2016

Aligning Pay with Performance

Pay-for-performance is fundamental to our executive compensation philosophy. To ensure that we are adhering to this principle, we evaluate the degree of alignment of our total incentive compensation to our business results, including, among other items described below, EBITDA, FFO, total occupancy, suite-to-suite lease spreads, and identification of redevelopment opportunities. We present reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measure in our Annual Report on Form 10-K for the year ended December 31, 2017.
Elements of our executive total rewards consist of base salary, annual cash incentives, long-term equity incentives, and other benefits.

The Company uses a balance of short- and long-term incentives as well as cash and non-cash compensation to meet these objectives. The elements of executive compensation provided to our NEOs for 2017 performance consisted of base salary, annual incentives, and long-term incentives. Our compensation programs are designed to link pay and performance.


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•
Program Design: 86% of the 2017 total direct compensation delivered to Mr. Mathrani is comprised of performance-based pay.

•
Performance Assessment: Our Compensation Committee uses a comprehensive and well-defined process to assess Company performance. We believe our metrics focus management on the appropriate objectives for the creation of both short- and long-term stockholder value.

The Company’s 2017 incentive compensation programs for executives are designed to link compensation with the full spectrum of our business goals, some of which are short term, while others take several years or more to achieve, as shown in the chart below:

 
Short Term (Cash)
Long Term (Equity)
Incentive Compensation Plan
Time-Vesting Restricted Stock and Restricted Stock-Like
LTIP Units
Performance-Vesting
 Restricted Stock and
Restricted Stock-Like LTIP Units
Objective:
Short-term operational
business priorities
Long-term stockholder
value creation
Long-term stockholder
value creation
Time Horizon:
1 Year
4 Years
3 Years
Metrics:
Varies based on each NEO’s area of responsibility
Stock price
2018 Awards for 2017 Performance
l   33% relative TSR
      (FTSE NAREIT Retail REIT Index)
l 33% absolute TSR
l 33% FFO per diluted share
 
 
 
2017 Awards for 2016 Performance
l   25% relative TSR
(FTSE NAREIT Equity REIT Index)
l 25% relative TSR
     (FTSE NAREIT Retail REIT Index)
l 25% absolute TSR
l 25% FFO per diluted share

Executive Stock Ownership Guidelines

The Compensation Committee believes that our executive officers should have a meaningful investment in Company common stock in order to more closely align their interests with those of our stockholders. Accordingly, the Compensation Committee has established a policy requiring minimum equity ownership, including options to purchase common stock, by our executive officers based on their position with the Company. Each executive officer (defined as an “officer” under Rule 16a-1(f) under the Securities Exchange Act of 1934) shall meet the specific share ownership requirements based on a multiple of base salary set forth in the following table by the fifth anniversary of the executive officer’s appointment to his or her position.

NEO
Stock Ownership Guidelines
Chief Executive Officer
5x
President
4x
Executive Vice President
3x
Senior Vice President
2x

All of the NEOs comply with the executive stock ownership guidelines. The Company also has stock ownership guidelines for non-employee directors which are described under “Corporate Governance - Important Governance Policies” in this Proxy Statement.


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Clawback Policy

As described above, the Company has adopted a Clawback Policy covering incentive compensation paid to our executive officers to further align management with the interests of stockholders over the long term.

Determining Compensation

Role of the Compensation Committee

Pursuant to its charter, the Compensation Committee, as a committee or together with the Board of Directors (or independent directors as appropriate), is responsible for the overall review, modification and approval of corporate goals and objectives relevant to the compensation of our Chief Executive Officer and the other officers of the Company. The Compensation Committee may, in its sole discretion, retain or obtain the advice of compensation consultants as it deems necessary to assist in the evaluation of director or executive officer compensation and is directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant. The Compensation Committee did not engage a compensation consultant in 2017.
In establishing and reviewing the Company’s compensation programs, the Compensation Committee considers whether the programs encourage unnecessary or excessive risk-taking and has determined that they do not.

Role of the CEO

Mr. Mathrani plays a significant role in the compensation-setting process for executive officers other than himself. The most significant aspect of his role includes recommending the base salary and incentive awards of the other executive officers and evaluating the performance of the other executive officers. Mr. Mathrani regularly participates in meetings of the Compensation Committee to provide this information.

Role of the Human Resources Department and Willis Towers Watson

The Company’s Human Resources Department researches and compiles market compensation data as directed by the Compensation Committee. In 2017, the Human Resources Department provided to the Compensation Committee compensation data for named executive officers of the companies in the peer group determined by the Compensation Committee, as described below. With the help of Willis Towers Watson, the data was collected from the peer group’s proxy statements and other publicly available sources. Also as directed, the Human Resources Department assists with the design of GGP’s annual and long-term incentive awards prior to their proposal to the Compensation Committee, and did so in 2017, when the Company reviewed the long-term incentive program in response to stockholder feedback. As part of this review, the Human Resources Department engaged independent consulting firm Willis Towers Watson to assist with data collection and long-term incentive plan design details.

Use of Peer Group Data

The Compensation Committee used the peer group data provided by the Human Resources Department to gain a greater understanding of market practices in connection with our overall compensation decisions and to evaluate the structure of our compensation program. For purposes of compensation decisions, the Compensation Committee does not target a single percentile or range of percentiles to be paid, or use peer compensation data to set precise pay levels by position, but rather uses this information in connection with its review of our executives’ relative performance compared to their objectives in light of business conditions and developments during the year.

The 2017 peer group, determined by the Compensation Committee, is comprised of companies in the retail (regional shopping center focused) sector classification of real estate companies and comparably-sized (primarily based on market capitalization) companies in other sectors of the public real estate industry. The peer group is consistent with last year’s peer group, with the addition of Federal Realty Investment Trust. The Compensation Committee believes companies in the peer group include companies that generally recruit individuals to fill senior management positions who are similar in skills and background to those we recruit.

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Table of Contents

2017 Peer Group Companies
l AvalonBay Communities, Inc.
l Prologis, Inc.
l Boston Properties, Inc.
l Public Storage
l Equity Residential
l Simon Property Group, Inc.
l Federal Realty Investment Trust
l Taubman Centers, Inc.
l HCP, Inc.
l Ventas, Inc.
l Host Hotels and Resorts, Inc.
l Vornado Realty Trust
l Kimco Realty Corp.
l Welltower, Inc.
l The Macerich Company
l Westfield Group
The Compensation Committee considered the market data and the objectives of the executive compensation program and concluded that the payments of cash and grants of incentive awards to the NEOs for 2017 discussed under “Elements of Compensation” and the payments of cash and grants of incentive awards made to the other executive officers for 2017 were reasonable and consistent with the Company’s philosophy and policies.
What We Do
What We Don’t Do
þ
Do link pay to performance by rewarding NEOs based on the value they create for the Company and stockholders.
ý
No guaranteed minimum bonuses for NEOs in 2017 or beyond.
þ
Do put pay at risk based on performance - over 86% of our CEO’s pay is at-risk based on performance.
ý
No compensation strategies that focus pay on short-term results to the detriment of long-term goals.
þ
Do set meaningful performance goals at the beginning of each performance period.
ý
No incentives that encourage excessively risky behavior.
þ
Do require significant stock ownership by our NEOs.
ý
No discounted stock options, stock option reloads, or stock option repricing (except in connection with certain corporate transactions such as spin-offs, special dividends and stock splits), without stockholder approval.
þ
Do permit clawbacks of compensation from NEOs in the event of certain financial restatements.
ý
No employees are permitted to engage in speculative trading, hedging, or derivatives transactions in Company stock.
þ
Do limit perquisites.

ý
No separate benefit plans for NEOs - NEOs participate in the same benefit plans available to other full time employees.
þ
Do require a performance-based component in all NEO equity awards.
ý
No evergreen provisions in our equity plan.
 
 
ý
No excise tax gross-ups in future NEO employment agreements.
 
 
ý
No future 100% time-vesting equity awards for NEOs.


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Table of Contents

Key Elements of our 2017 Executive Compensation Program
 
Link to Program Objectives
Type of Compensation
Key Features
Base Salary
Compensation Committee considers base salaries paid by companies for comparable roles of the general industry data, offering market competitive fixed compensation.
Cash
Provides a minimum level of guaranteed pay.
Annual Incentive
Incentive Compensation Plan
A cash-based award that rewards short-term operating and financial performance.
Cash
Target incentive opportunity is set as a percentage of base salary and is granted only if threshold performance levels are met.
Long-Term Incentive
Time-vesting Restricted Stock
Helps ensure that executive pay is directly linked to the achievement of the Company’s long-term objectives and promotes retention.
Long-Term
Equity
Four-year vesting promotes retention; aligns NEOs with interests of stockholders.
Long-Term Incentive   
Performance-vesting Restricted Stock
Links compensation of executives to the building of long-term stockholder value, balances short-term operating focus, and aligns the long-term financial interests of executive management with those of our stockholders.
Long-Term
Equity
Designed to reward executives for attainment of specified long-term stockholder value creation goals (e.g., TSR); value is linked to stock price.

The Compensation Committee designs each of the elements of compensation for the NEOs to further the goals and policies set forth above and to support and enhance the Company’s business strategy. The Committee considers all elements of the Company’s executive compensation program holistically rather than each compensation element individually.

An officer’s target compensation is not mechanically set to be a particular percentage of the peer group average; however, the Compensation Committee does review the officer’s compensation relative to the peer group to help the Compensation Committee perform the subjective analysis described above. Peer group data is not used as the determining factor in setting compensation for the following reasons: (a) the officer’s role and experience within the Company may be different from the role and experience of comparable officers at the peer companies; (b) the average actual compensation for comparable officers at the peer companies may be the result of a year of over performance or under performance by the peer group and individual peers; and (c) the Compensation Committee believes that ultimately the decision as to appropriate target compensation for a particular officer should be made based on the full review described above.

The Company does not have specific, proportionate ratios to define the relative total compensation between the individual NEOs, although, from time to time, the Compensation Committee does review the relationship in pay between executive officers to assure that relative compensation levels are appropriate and are designed to effectively motivate and retain executives.

In setting the total compensation of our NEOs, the Compensation Committee considers, for each NEO, the approximate proportions of the different elements of total compensation that would be earned if compensation targets were achieved.

The allocation between base salary, short-term cash incentives and long-term equity incentives is determined by the Compensation Committee based upon its general consideration of the executive’s level within our organization. At the more senior levels, less of an officer’s total compensation is fixed and more is variable (i.e., in the form of performance-based cash awards and long-term equity awards).

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In determining the base salary and the threshold, target, and maximum short-term cash incentives and long-term equity incentives for each NEO for a given year, the Compensation Committee generally considers a number of factors on a subjective basis, including:
l
Scope of the officer’s responsibilities within the Company and in relation to comparable officers at various companies within the peer group referred to above;
l
Experience of the officer within our industry and at the Company;
l
Performance of the named executive officer and his or her contribution to the Company;
l
Company’s financial budget and general level of wage increases throughout the Company for the coming year;
l
Review of historical compensation information for the individual officer;
l
Subjective determination of the compensation needed to motivate and retain that individual;
l
Recommendations of the Chief Executive Officer; and
l
Data regarding compensation paid to officers with comparable titles, positions or responsibilities at REITs that are considered by the Compensation Committee to be comparable for compensation purposes.
The primary goals of our executive compensation program are to attract, motivate and retain highly-qualified executives. We seek to foster a performance-oriented environment by directly linking a significant part of each executive officer’s total compensation to short-term operating performance and long-term stockholder value creation. In support of this goal, the Compensation Committee has established the following executive compensation objectives:
Competitive Total Compensation
l
Competitiveness is a significant factor considered in establishing executive compensation.
l
While the Compensation Committee evaluates and discusses peer compensation data to help inform its decision-making process, the Compensation Committee does not set compensation levels at any specific level or percentile against peer group data.
l
The Compensation Committee does not “benchmark” GGP’s executive compensation levels, particularly on an individual basis, but rather evaluates overall pay in aggregate across the executive team. Peer group data is only a reference point taken into account by the Compensation Committee in determining compensation decisions.
Align Executive Interests with Stockholder Interests
l
The Compensation Committee seeks to align compensation with business strategies focused on long-term growth and sustained stockholder value.
l
A large portion of our executives’ pay is “at risk” and dependent upon the achievement of specific corporate and individual performance goals.
l
The vast majority of pay is delivered in equity. Equity incentive awards are subject to multi-year vesting schedules, which contribute to continuity and stability within the Company’s executive leadership and encourage executives to act as owners with a tangible stake in the Company. The Company pays higher compensation when goals are exceeded and lower compensation when goals are not met.
l
The Compensation Committee has adopted a formal policy that all future equity incentive awards contain a performance-vesting component.
Compensation Commensurate with Employees’ Value
l
Total compensation is higher for individuals with greater responsibility and greater ability to influence the Company’s achievement of targeted results and strategic initiatives.
l
As position and responsibility increases, the proportion of an executive’s total compensation that is based on Company performance objectives increases, while the proportion based on individual performance decreases.
Transparent Compensation Programs
l
Our executive compensation program is designed to be transparent and clearly linked to performance.


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Table of Contents

2017 Compensation Decisions

Base Salary

Base salary amounts are based on an evaluation of each executive officer’s experience, position and responsibility, as well as competitive pay levels, general economic conditions and other factors deemed relevant by the Compensation Committee. Base salaries for Messrs. Mathrani, Berman, and Pesin were not increased from the amounts set in 2011. Mr. Khan received an increase in base salary to $900,000 effective January 1, 2017 in connection with his promotion to President and Chief Operating Officer. The 2017 base salaries for each NEO are as follows:
Base Salary
NEO
2017
Sandeep Mathrani
$
1,200,000

 
Shobi Khan
$
900,000

 
Michael B. Berman
$
750,000

 
Heath R. Fear
$
750,000

(1) 
Richard S. Pesin
$
750,000

 
Mr. Fear received a pro-rated 2017 salary of $100,962 reflecting a November 6, 2017 start date.

Incentive Compensation Plan

The annual incentive component of compensation is designed to align executive officer pay with short-term financial results that the Compensation Committee believes will yield long-term stockholder value. In April 2011, the Compensation Committee approved the Incentive Compensation Plan to promote the growth in value of the Company. The Incentive Compensation Plan provides an annual cash award based on the achievement of performance goals determined by the Compensation Committee based on specific goals that are employee focused, financial focused, relationship focused and performance focused, as described more fully below, and such other standards as the Compensation Committee determines to be appropriate. The Incentive Compensation Plan is administered by the Compensation Committee, which may delegate administration of the Incentive Compensation Plan to the Chief Executive Officer.

Under the Incentive Compensation Plan, each NEO has a stated target cash award opportunity and a maximum opportunity that shall not exceed two times the target amount. None of our NEOs were eligible for a guaranteed cash award for performance in 2017.

The following table shows the target annual incentive cash award for 2017 performance for each of our NEOs and the actual award earned, in each case expressed as a percentage of base salary and as a dollar amount. Mr. Fear received a cash bonus for 2017 pursuant to the terms of his offer letter. Given his start date, he did not receive a cash award under the Company’s Incentive Compensation Plan for 2017 performance.
NEO
Target Annual Cash Award
(as a % of Base Salary)
Target Annual Cash Award Amount
($)
Annual Cash Award Received
(as a % of Base Salary)
Amount of 2017 Cash Award Received
Sandeep Mathrani
250%
$3,000,000
168%
$2,010,000
Michael B. Berman
100%
$750,000
67%
$502,500
Heath R. Fear
80%
$600,000
80%
$600,000
Shobi Khan
100%
$900,000
67%
$603,000
Richard S. Pesin
100%
$750,000
67%
$502,500

In February 2017, the Compensation Committee established objectives for Mr. Mathrani for 2017. The following discussion identifies the objectives and describes the progress that was made in achieving those objectives during 2017. The Compensation Committee assessed the achievement of these objectives in January 2018. The objectives related to operating performance, financial performance and achievement of certain corporate goals. When assessing the achievement of the objectives, the Compensation Committee considers the impact of changes to the Company’s portfolio and certain non-recurring items to maintain a consistent comparison against pre-established targets.


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Our 2017 operating objectives included achieving (i) initial suite-to-suite lease spreads of at least 8.0% for leases commencing in 2017; and (ii) total occupancy of 96.5%. Suite-to-suite lease spreads on leases commencing in 2017 were 9.3%; and total occupancy was 96.2%. Our leasing activity for 2017 was budgeted to be 9.4 million square feet and we achieved 9.7 million square feet.

Our 2017 financial performance objectives included achieving (i) Company EBITDA of $2.249 billion; (ii) Company FFO of $1.529 billion; (iii) Company FFO per share of $1.58; and (iv) Same Store NOI of $2.337 billion. For 2017, Company EBITDA was $2.214 billion; Company FFO was $1.501 billion; Company FFO per share was $1.57; and Same Store NOI was $2.281 billion. We present reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure in our Annual Report on Form 10-K for the year ended December 31, 2017.

Our 2017 corporate objectives included (i) identifying redevelopment opportunities for $30-$40 million at share of incremental NOI annually; (ii) pursuing strategic options to dispose of B malls and raising at least $500 million in net proceeds from dispositions; (iii) updating succession plans; (iv) participating in industry tax reform; (v) leasing at least 15 big box spaces to grocery tenants; and (vi) strengthening the Company’s culture. In 2017, management identified development opportunities expected to result in incremental NOI of between $30-$70 million annually through 2020; closed on approximately $140 million in dispositions with an additional $320 million under contract or in negotiations; executed on succession plans for three members of the executive team; participated in industry discussions on tax reform; executed four grocer transactions, with an additional 20 under active negotiation or review; and undertook various initiatives to strengthen corporate culture.

The Compensation Committee assessed Mr. Mathrani’s performance based on the progress towards achieving the established objectives set forth above. Based on the assessment described above, the Compensation Committee awarded Mr. Mathrani a cash award of $2,010,000, representing 67% of his target cash award, which target cash award represents 168% of his base salary for 2017.

With the input of Mr. Mathrani, the Compensation Committee also reviewed the performance of the Company’s other executive officers, including the NEOs listed below, against the set of objectives listed above, to the extent applicable to the executive officer, as summarized below.
Incentive Compensation Plan - NEO Objectives
NEO
2017 Objectives
Shobi Khan
EBITDA, Same Store NOI, FFO, FFO per share, identifying value creation, tax reform leadership, culture, succession planning, and dispositions
Michael B. Berman
EBITDA, Same Store NOI, FFO, FFO per share, tax reform leadership, culture, and succession planning
Richard S. Pesin
EBITDA, Same Store NOI, FFO, FFO per share, redevelopment pipeline, identifying value creation, tax reform leadership, culture, and succession planning

Based on the assessment of the goals and achievements described above, the Compensation Committee awarded Messrs. Mathrani, Khan, Berman, and Pesin cash awards under the Incentive Compensation Plan of $2,010,000, $603,000, $502,500, and $502,500, respectively, representing 67% of their respective target cash awards. In connection with Mr. Fear’s commencement of employment, and pursuant to the terms of his offer letter, Mr. Fear received a cash bonus for 2017 in the amount of $600,000, equal to 80% of his starting salary. This sign-on bonus was in lieu of an annual cash incentive bonus for 2017.


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Long-Term Incentive Awards

On October 27, 2010, the Company adopted the form of the Equity Plan, which provides for grants of stock-based awards and performance-based compensation to directors, officers and other employees of the Company. The plan was amended November 12, 2013 to provide for grants of Stock Option-Like LTIP Units and Restricted Stock-Like LTIP Units. The purpose of the equity awards is to attract, retain and motivate the Company’s directors, officers and employees by providing them with a proprietary interest in the Company’s long-term success or compensation based on the attainment of performance goals.
Long-Term Compensation Program Objectives:
l
Reward achievement over a multi-year period;

l
Focus executives on the total stockholder return of the Company, which together with our stock ownership guidelines, aligns the interests of executives with those of our stockholders; and

l
Provide a retention mechanism through multi-year vesting.


The Committee oversees grants of the awards. The Committee determines the target grant amounts for each executive using factors similar to those used in setting annual incentive targets, including the executive’s experience, level of responsibility within the Company and internal and external equity considerations.

2018 Awards for 2017 Performance under the Equity Plan

In January 2018, upon review of the objectives described above for determining awards under the Incentive Compensation Plan, the Committee approved equity award grants for 2017 performance comprised of (i) 50% of the value of the award in performance-vesting restricted stock and (ii) 50% of the value of the award in restricted stock.

•
Performance-vesting restricted stock: These awards provide an incentive to achieve long-term financial objectives, as they only vest if specified performance objectives are achieved. Performance-vesting awards cliff-vest after three years. The total number of shares earned depends on how GGP performs relative to peers and on an absolute basis versus pre-established performance goals. To maximize alignment with stockholders, 67% of the performance-vesting awards vest based on how GGP’s TSR performs relative to its peers and relative to pre-established total return goals. The final 33% of the performance-vesting awards vest based on GGP’s FFO per diluted share performance. Weightings are based on the grant date fair value of each award. The following table provides a summary of the performance-vesting restricted stock. Payouts between threshold and target are calculated using straight-line interpolation.
Long-Term Incentive Awards
Performance-Vesting Restricted Stock
Performance Measure
Weighting
Threshold
(50% payout)
Target
(100% payout)
Above Target
(100% payout and potential for discretionary award*)
Relative TSR
(FTSE NAREIT Retail REIT Index)
33%
25th percentile
50th percentile
> 50th percentile
Absolute TSR
33%
3% CAGR
7% CAGR
> 7% CAGR
FFO per diluted share
33%
3% CAGR
7% CAGR
> 7% CAGR
* Additional awards for above target performance may be granted at the discretion of the Compensation Committee.


•
Time-vesting restricted stock: These awards help the Company retain executives and focus attention on long-term performance. Restricted stock vests ratably over four years (25% of award vests on each anniversary of the award date).
 
 

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The following table shows each NEO’s equity incentive award for 2017 performance granted on February 23, 2018.
February 2018 Equity Awards for 2017 Performance
NEO
Time-vesting Awards
Performance-vesting Awards
Total Value of Equity Granted
Value of Restricted Stock(1)
Number of Shares Granted
Value of Restricted Stock(1)
Aggregate Number of Shares Granted(2)
Sandeep Mathrani
$
2,680,000

124,535

$
2,680,000

153,486

$
5,360,000

Shobi Khan
$
1,005,000

46,701

$
1,005,000

57,557

$
2,010,000

Michael B. Berman
$
—

—

$
—

—

$
—

Heath R. Fear
$
500,000

23,234

$
500,000

28,635

$
1,000,000

Richard S. Pesin
$
586,250

27,242

$
586,250

33,576

$
1,172,500


(1) Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Grant date fair values for restricted stock that vests on achievement of Relative Retail REIT TSR and Absolute TSR targets were calculated using Monte Carlo simulations. The simulations were conducted using assumptions regarding the total stock return on the Company’s common stock and the relative total returns of the FTSE NAREIT Retail REIT Index, as applicable, as well as other factors. The simulations used an expected volatility of 25.5% and a risk-free investment rate of 2.37%. The grant date fair value for restricted stock that vests on achievement of FFO targets is equal to the closing price of the Company’s common stock on the date of grant.

(2)
Represents the aggregate number of units each NEO would receive if the target was achieved for each performance measure. Performance-vesting restricted stock is subject to forfeiture if performance measures are not met, the NEO does not continue to serve through the vesting date, or the shares do not otherwise vest.

2017 Grant for 2016 Performance

In January 2017, upon review of the objectives described above for determining awards under the Incentive Compensation Plan, the Committee granted each NEO an equity award for 2016 performance comprised of (i) at each NEO’s election, 50% of the value of the award in either performance-vesting restricted stock or performance-vesting Restricted Stock-Like LTIP Units, and (ii) at each NEO’s election, 50% of the value of the award in either restricted stock or Restricted Stock-Like LTIP Units. The following table shows each NEO’s equity incentive award for 2016 performance granted on January 3, 2017.

January 2017 Equity Awards for 2016 Performance
NEO(1)
Time-vesting Awards
Performance-vesting Awards
Total Value of Equity Granted
Value of Restricted Stock or Restricted Stock-Like LTIP Units (2)
Number of Shares or Units Granted
Value of Restricted Stock or Restricted Stock-Like LTIP Units(2)
Aggregate Number of Shares or Units Granted(3)
Sandeep Mathrani
$
4,000,000

157,667

$
4,000,000

243,673

$
8,000,000

Michael B. Berman
$
1,250,000

49,271

$
1,250,000

76,149

$
2,500,000

Shobi Khan
$
1,500,000

66,934

$
1,500,000

91,378

$
3,000,000

Richard S. Pesin
$
875,000

39,045

$
875,000

53,302

$
1,750,000


(1) Messrs. Mathrani and Berman elected to receive restricted stock and performance-vesting Restricted Stock-Like LTIP Units. Messrs. Khan and Pesin elected to receive Restricted Stock-Like LTIP Units and performance-vesting Restricted Stock-Like LTIP Units.

(2)
Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The grant date fair value for time-vesting Restricted Stock-Like LTIP Units was computed based on the closing price of GGP common stock on the date of grant, discounted to reflect revaluation risk and high-watermark features of Restricted Stock-Like LTIP Units assuming a volatility of 40% and a risk-free investment rate of 2.45%. Grant date fair values for Restricted Stock-Like LTIP Units and restricted stock that vest on achievement of Relative Equity REIT TSR, Relative Retail REIT TSR

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and Absolute TSR targets were calculated using Monte Carlo simulations. The simulations were conducted using assumptions regarding the total stock return on the Company’s common stock and the relative total returns of the FTSE NAREIT Equity REIT Index and FTSE NAREIT Retail REIT Index, as applicable, as well as other factors. The simulations used an expected volatility of 20% and a risk-free investment rate of 1.50%. The grant date fair value for Restricted Stock-Like LTIP Units and restricted stock that vest on achievement of FFO targets is equal to the closing price of the Company’s common stock on the date of grant. Performance-vesting Restricted Stock-Like LTIP Units are adjusted for the conversion ratio of OP Units to common stock and, as applicable, the revaluation risk of Restricted Stock-Like LTIP Units. For performance-vesting Restricted Stock-Like LTIP Units, concurrent with dividends paid on the Company’s common stock, each unit receives a distribution equivalent to approximately 10% of the dividend per share paid on the Company’s common stock. To account for this distribution, additional Restricted Stock-Like LTIP Units are issued at the time of the grant to approximately equate to an estimate of 90% of the dividends to be paid over the performance period. The additional Restricted Stock-Like LTIP Units issued in lieu of dividends are subject to forfeiture if performance goals are not met or if the value of dividends actually paid during the performance period is less than the value of such units; additional LTIP Units may be issued if the value of dividends actually paid during the performance period is greater than the value of such units.

(3)
Represents the aggregate number of units each NEO would receive if the target was achieved for each performance measure. Performance-vesting Restricted Stock-Like LTIP Units and restricted stock are subject to forfeiture if performance measures are not met, the NEO does not continue to serve through the vesting date, or the units do not otherwise vest.

2017 Total Compensation

In order to provide our stockholders with a more complete picture of the compensation of our NEOs that is consistent with the way the Compensation Committee views our compensation program, we are providing supplemental compensation information not required by the SEC. The table below shows each NEO’s salary, cash award, and annual long-term equity incentive award value for services performed in 2017. This table, in contrast to the Summary Compensation Table, includes equity awards granted in February 2018 for services performed in 2017 and excludes (i) equity awards granted in January 2017 for services performed in 2016 and (ii) Mr. Fear’s sign-on equity award.
Total Compensation
NEO
Base Salary(2)
Cash Award
Long-Term Incentive Award Value (1)
Total Compensation
Sandeep Mathrani
$
1,200,000

$
2,010,000

$
5,360,000

$
8,570,000

Shobi Khan
$
900,000

$
603,000

$
2,010,000

$
3,513,000

Michael B. Berman
$
750,000

$
502,500

$
—

$
1,252,500

Heath R. Fear
$
100,962

$
600,000

$
1,000,000

$
1,700,962

Richard S. Pesin
$
750,000

$
502,500

$
1,172,500

$
2,425,000


(1) These amounts represent the grant date fair value of the equity awards granted on February 23, 2018 for 2017 performance, computed in accordance with FASB ASC Topic 718. Each NEO received an award of (i) half of the total value of such recipient’s equity grant as time-vesting restricted stock and (ii) half of the total value of such recipient’s equity grant as performance-vesting restricted stock.

(2) Amounts shown are the actual amounts earned in 2017. Please note that Mr. Fear’s base salary for 2017 was prorated due to his November start date. Mr. Fear will receive an annual salary of $750,000 in 2018.

Equity Grant Practices

We prohibit insider trading and require pre-clearance by the Company’s General Counsel or Corporate Secretary in connection with any purchase, sale or similar transaction to be made in any of the Company’s securities by directors, executive officers, designated employees or their respective family members. Further, we prohibit aggressive and speculative trading in, or hedging of, our securities by our officers, directors and employees and their respective family members, including, but not limited to, short sales of GGP stock, or the purchase or sale of options, puts, calls, straddles, equity swaps or other derivative securities that are directly linked to GGP stock. Except as described with respect to Mr. Mathrani’s initial grant of options in 2010 when GGP was private, the exercise price of each stock option awarded under our equity plans is the closing price of our common stock on the NYSE on the date of grant. Equity awards are subject to the Company’s Clawback Policy described above.

Retirement Benefits

The Company does not provide any defined benefit pension benefits or supplemental pension benefits to executive officers.

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Severance Benefits

Executive officers not party to an individual severance arrangement may be eligible to receive severance benefits pursuant to the Company’s severance policy. Pursuant to the Company’s severance policy, executive officers who are terminated other than “for cause” may be eligible to receive 12 weeks of pay at the executive officer’s then current salary plus four weeks of pay for each full year of service with the Company, subject to a maximum of 52 weeks of severance payments. See “Potential Payments Upon Termination” for further discussion of severance arrangements.

Other Benefits

Our executive officers participate in various employee benefit programs, including medical and dental benefit programs. These benefit programs are generally available to all employees of the Company whose customary employment is more than 20 hours per week. We also provide these employees, including our executive officers, with the opportunity to purchase our common stock through payroll deductions at a 15% discount through our Employee Stock Purchase Plan, which was approved by our stockholders at the 2012 Annual Meeting.

Perquisites

Except in limited circumstances, the Company’s executive officers do not receive perquisites or other benefits that are not available to all of the Company’s employees. See the “All Other Compensation Table” below for more information on perquisites.

Impact of Regulatory Requirements on Compensation

Section 162(m). The Compensation Committee considered the anticipated tax treatment to the Company and our executive officers of various payments and benefits. The Compensation Committee determined not to limit executive compensation to that deductible under Section 162(m) of the Internal Revenue Code. The Compensation Committee will monitor the impact to the Company and consider whether any changes in the Company’s programs are warranted. However, the Compensation Committee may continue to approve compensation that does not meet the requirements of Section 162(m) if necessary to attract new hires or to ensure competitive levels of total compensation for the executive officers.

Compensation Committee Report

We, the undersigned members of the Compensation Committee of the Board of Directors of GGP, have reviewed and discussed the Compensation Discussion and Analysis with management. Based on our review and consultation with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in GGP’s Annual Report on Form 10-K for the year ended December 31, 2017.

J. Bruce Flatt (Chair)
Mary Lou Fiala
John K. Haley
Daniel B. Hurwitz

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COMPENSATION TABLES
Summary Compensation Table

The following table provides information on the compensation of the Company’s NEOs for the fiscal years ended December 31, 2017, 2016, and 2015.
Name and Principal Position
Year
Salary
($)
Bonus
($)
Non-Equity Incentive Plan Compensation(1) 
($)
Stock
Awards (2) ($)
Option
Awards (2) ($)
All Other
Compensation(3) ($)
Total
($)
Sandeep Mathrani
2017
1,200,000
—

2,010,000

8,000,000
—

122,589

11,332,589
Chief Executive Officer
2016
1,200,000
—

3,000,000

4,250,000
4,250,000

48,988

12,748,988
 
2015
1,200,000
—

3,000,000

35,000,000
—

47,574

39,247,574
Shobi Khan
2017
900,000
—

603,000

3,000,000
—

14,350

4,517,350
President and Chief
2016
750,000
—

1,000,000

1,500,000
1,500,000

14,216

4,764,216
 Operating Officer
2015
750,000
—

800,000

2,250,000
—

14,000

3,814,000
Michael B. Berman
2017
750,000
—

502,500

2,500,000
—

14,350

3,766,850
Former Executive Vice
2016
750,000
—

750,000

1,250,000
1,250,000

14,216

4,014,216
   President and Chief
2015
750,000
—

800,000

2,500,000
—

14,000

4,064,000
   Financial Officer
 
 
 
 
 
 
 
 
Heath R. Fear (4)
2017
100,962
600,000

—

1,650,000
—

2,292

2,353,254
Executive Vice President and
 
 
 
 
 
 
 
 
   Chief Financial Officer
 
 
 
 
 
 
 
 
Richard S. Pesin
2017
750,000
—

502,500

1,750,000
—

14,350

3,016,850
Executive Vice President,
2016
750,000
—

750,000

875,000
875,000

14,216

3,264,216
Anchors, Development and
2015
750,000
—

800,000

1,750,000
—

14,000

3,314,000
Construction
 
 
 
 
 
 
 
 

(1)
Annual cash incentive awards earned for 2017 were paid in February 2018. Annual cash incentive awards earned for 2016 were paid in February 2017. Annual cash incentive awards earned for 2015 were paid in February 2016. See the “Compensation Discussion and Analysis” above for a description of the Company’s Incentive Compensation Plan. Mr. Fear did not receive an annual cash incentive award for 2017 because he commenced employment with the Company in November 2017 and received a sign-on bonus in connection with his commencement of employment.

(2)
Each NEO, other than Mr. Berman, received an equity award in February 2018 for 2017 performance. These awards are not included in the Summary Compensation Table, but are included above in the Total Direct Compensation Table and described in the “Compensation Discussion & Analysis”.

Messrs. Mathrani, Khan, Berman, and Pesin each received an equity award in January 2017 for 2016 performance comprised of (i) at each NEO’s election, 50% of the value of the award in either performance-vesting restricted stock or performance-vesting Restricted Stock-Like LTIP Units, and (ii) at each NEO’s election, 50% of the value of the award in either restricted stock or Restricted Stock-Like LTIP Units. Messrs. Mathrani and Berman, elected to receive restricted stock and performance-vesting Restricted Stock-Like LTIP Units. Messrs. Khan and Pesin elected to receive Restricted Stock-Like LTIP Units and performance-vesting Restricted Stock-Like LTIP Units.  The maximum values for the performance-vesting equity awards as of the grant date, assuming that the highest level of performance conditions is achieved, are as follows: Mr. Mathrani, $6,427,794; Mr. Khan, $2,410,439; Mr. Berman, $2,008,717; Mr. Pesin, $1,406,041. Mr. Fear also received an equity award upon his commencement of employment with the Company in November 2017, as described below in footnote 4.

Messrs. Mathrani, Khan, Berman, and Pesin received awards of time-vesting Stock Option-Like LTIP Units in February 2016 for 2015 performance. Pursuant to the terms of the Equity Plan, Stock Option-Like LTIP Unit awards were adjusted to reflect a $0.26 special cash dividend paid January 27, 2017 on GGP common stock. The adjustment maintained the value of the awards and placed award recipients in a neutral position following payment of the dividend. Messrs. Mathrani, Khan, Berman, and Pesin also received awards of performance-vesting Restricted Stock-Like LTIP Units in February 2016 for 2015 performance. The maximum values for these units as of the grant date, assuming that the highest level of performance conditions is achieved, are as follows: Mr. Mathrani, $6,991,986; Mr. Khan, $2,467,731; Mr. Berman, $2,056,497; Mr. Pesin, $1,439,523.

Messrs. Mathrani, Khan, Berman, and Pesin received an equity award of time-vesting Restricted Stock-Like LTIP Units in January 2015 for 2014 performance. In addition, Mr. Mathrani received a one-time award of time-vesting Restricted Stock-Like LTIP Units valued at $25,000,000 in January 2015, pursuant to his employment agreement. This award cliff-vests on January 1, 2020.     

Restricted stock and Restricted Stock-Like LTIP Units are reported in the Stock Awards column. Stock Option-Like LTIP Units are reported in the Option Awards column. Equity award amounts represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in the footnote “Stock-Based Compensation Plans” included in the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

See the “Compensation Discussion and Analysis” above for additional information on the equity awards, including vesting information.

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(3)
Refer to the table below for a description of the components of the “All Other Compensation” column.

(4)
Mr. Fear commenced employment with the Company on November 6, 2017. In connection with his commencement of employment, and pursuant to the terms of his offer letter, Mr. Fear received a cash bonus for 2017 in the amount of $600,000, equal to 80% of his starting salary. This sign-on bonus was in lieu of an annual cash incentive bonus for 2017.

Mr. Fear also received an equity award in connection upon his commencement of employment, valued on the date of grant at $1,650,000. 75% of the value of the equity award was granted in the form of time-vesting restricted stock, and the remaining 25% was granted in the form of performance-vesting restricted stock.  The maximum value for the performance-vesting restricted stock as of the grant date, assuming that the highest level of performance conditions is achieved, is $412,500. See the “Compensation Discussion and Analysis” above for additional information on the equity awards, including vesting information.

All Other Compensation Table
Name
Year
401(k)
Matching
Contribution
($)
Sum of
Dividends on
Restricted
Stock
($)
Relocation
Expenses
Other
($)
Total
($)
Sandeep Mathrani
2017
13,500
—

—

109,089
(1)
122,589
 
2016
13,250
—

—

35,738
(1)
48,988
 
2015
13,250
—

—

34,324
(1)
47,574
Shobi Khan
2017
13,500
—

—

850
(2)
14,350
 
2016
13,250
—

—

966
(3)
14,216
 
2015
13,250
—

—

750
(4)
14,000
Michael B. Berman
2017
13,500
—

—

850
(2)
14,350
 
2016
13,250
—

—

966
(3)
14,216
 
2015
13,250
—

—

750
(4)
14,000
Heath R. Fear
2017
1,442
—

—

850
(2)
2,292
Richard S. Pesin
2017
13,500
—

—

850
(2)
14,350
 
2016
13,250
—

—

966
(3)
14,216
 
2015
13,250
—

—

750
(4)
14,000

(1)
Pursuant to the terms of Mr. Mathrani’s 2010 Employment Agreement, the Company agreed to pay Mr. Mathrani’s life insurance coverage premiums for the duration of his employment period which totaled $38,379 for 2017, $15,658 for 2016, and $14,460 for 2015. This amount also includes allocations to Mr. Mathrani in each of 2017, 2016, and 2015 for personal use of a car leased by the Company ($14,735, $19,114, and $19,114, respectively), utilization of an assistant’s time for personal purposes in 2017 ($55,125) and dividends related to preferred stock of certain GGP REIT subsidiaries in 2017, 2016, and 2015 ($850, $966, and $750, respectively).

(2)
Amount represents $850 of dividends related to preferred stock of certain GGP REIT subsidiaries.

(3)
Amount represents $966 of dividends related to preferred stock of certain GGP REIT subsidiaries.

(4)
Amount represents $750 of dividends related to preferred stock of certain GGP REIT subsidiaries.



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Grants of Plan-Based Awards for Fiscal Year Ended 2017
The following table provides information on incentive awards made to the NEOs in 2017. These incentive awards were made pursuant to the Incentive Compensation Plan and the Equity Plan, which are described under “Compensation Discussion and Analysis.” Actual amounts paid under the Incentive Compensation Plan for 2017 are set forth in the Summary Compensation Table.
Name
Grant Date
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)
Estimated Future Payouts Under
Equity Incentive Plan
 Awards (2)
All Other
Stock
Awards:
Number of
Shares of
Stock or Units (3)
(#)
Grant Date
Fair Value of
Stock and
Option Awards
($)
Threshold ($)
Target
($)
Maximum ($)
Threshold (#)
Target
(#)
Maximum(4)
 (#)
Sandeep Mathrani
1/3/2017
—

—

—

121,837

243,673

—

157,667

8,000,000

 
—

—

3,000,000

6,000,000

—

—

—

—

—

Shobi Khan
1/3/2017
—

—

—

45,689

91,378

—

66,934

3,000,000

 
—

—

900,000

1,800,000

—

—

—

—

—

Michael B. Berman
1/3/2017
—

—

—

38,075

76,149

—

49,271

2,500,000

 
—

—

750,000

1,500,000

—

—

—

—

—

Heath R. Fear
11/6/2017
—

—

—

—

21,700

—

65,097

1,650,000

Richard S. Pesin
1/3/2017
—

—

—

26,651

53,302

—

39,045

1,750,000

 
—

—

750,000

1,500,000

—

—

—

—

—

 
(1)
Under the terms of the Incentive Compensation Plan, the pool from which each executive’s target award is payable is based on the corresponding percentage of Target EBITDA achieved (as defined in the Incentive Compensation Plan) in the chart below.
 
Percentage of
Target EBITDA Achieved
Percentage of
Target Award
Threshold
90%
0%
Target
100%
100%
Maximum
≥110%
200%

In the event the percentage of Target EBITDA achieved is between two levels, the amount of the pool shall be calculated on a straight line interpolation basis between the two levels. All three payout scenarios assume that no discretion is exercised to increase or decrease an executive’s payout. Notwithstanding the exercise of discretion, no executive may receive more than 200% of his Target Award under the Incentive Compensation Plan.

(2)
The January 3, 2017 grants represent performance-vesting Restricted Stock-Like LTIP Units granted to Messrs. Mathrani, Khan, Berman, and Pesin pursuant to the Equity Plan. These grants were for 2016 performance and vest on December 31, 2019 based on achievement of performance metrics. The November 6, 2017 grant to Mr. Fear represents performance-vesting restricted stock granted pursuant to the Equity Plan in connection with his commencement of employment. Mr. Fear’s award is earned based on achievement of performance metrics during the period ending December 31, 2018, and vests 25% on December 31, 2018 and 25% on each of the second, third, and fourth anniversaries of the grant date.

Performance-vesting restricted stock receives dividends paid on the Company’s common stock, which are held in escrow until the end of the performance period and earned to the extent that the performance goals applicable to the grant are met. Performance-vesting Restricted Stock-Like LTIP Units receive a distribution equivalent to approximately 10% of the dividend per share paid on the Company’s common stock, paid at the same time as the dividend is paid to the Company’s stockholders. In addition, each grant of performance-vesting Restricted Stock-Like LTIP Units includes a number of units approximately equal in value to an estimate of 90% of the dividends to be paid over the performance period. These units are subject to forfeiture to the extent the performance goals applicable to the grant are not met, or the value of dividends actually paid during the performance period is less than the value of such units. Additional units may be issued if the value of dividends actually paid during the performance period is greater than the value of such units.

Restricted Stock-Like LTIP Units, if earned, are convertible into OP Units, which are redeemable by the holder for approximately one common share of the Company or the cash value of such shares, at the Company’s option.

(3)
The January 3, 2017 grants represent time-vesting restricted stock granted to Messrs. Mathrani, and Berman and time-vesting Restricted Stock-Like LTIP Units granted to Messrs. Khan and Pesin, in each case pursuant to the Equity Plan. These grants were for 2016 performance. The November 6, 2017 grant to Mr. Fear represents time-vesting restricted stock granted pursuant to the Equity Plan in connection with his commencement of employment. All grants of time-vesting restricted stock and time-vesting Restricted Stock-Like LTIP Units vest over four years in 25% increments beginning on the first anniversary of the grant date. Time-vesting restricted stock and time-vesting Restricted Stock-Like LTIP Units receive dividends paid on the Company’s common stock at the same time as the Company’s stockholders.

(4)
Award agreements for performance-vesting restricted stock and performance-vesting Restricted Stock-Like LTIP Units do not provide for payment above target. See the “Compensation Discussion and Analysis” above for additional information on vesting information.

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Outstanding Equity Awards at Fiscal Year End 2017
The following table provides information concerning the number and value of outstanding stock options and restricted stock held by the NEOs at December 31, 2017.
Name
Option Awards
Stock Awards
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price ($)
Option
Expiration
Date
Number of 
Shares or 
Units of 
Stock That 
Have Not 
Vested (#)
Market Value of Shares or Unites of Stock That Have Not Vested (17) ($)
Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)
Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested (17)
($)
Sandeep Mathrani
1,010,350

(1)
—

 
9.60

10/27/2020
 
 
 
 
 
 
 
891,485

(2)
—

 
14.61

8/2/2021
 
 
 
 
 
 
 
1,131,592

(3)
282,898

 
19.05

1/7/2023
 
 
 
 
 
 
 
2,020,700

(4)
—

 
20.40

11/12/2023
 
 
 
 
 
 
 
208,635

(5)
625,907

 
25.83

2/18/2026
 
 
 
 
 
 
 
 
 
 
 
 
 
171,999

(6)
$4,183,023
 
 
 
 
 
 
 
 
 
 
848,608

(7)
$20,638,183
 
 
 
 
 
 
 
 
 
 
157,667

(8)
$3,687,831
 
 
 
 
 
 
 
 
 
 
 
 
 
128,972

(9)
$3,136,605
 
 
 
 
 
 
 
 
 
 
121,837

(10)
$2,963,081
Shobi Khan
404,140

(11)
—

 
15.12

6/13/2021
 
 
 
 
 
 
 
404,139

(2)
—

 
14.61

8/2/2021
 
 
 
 
 
 
 
319,057

(3)
79,765

 
19.05

1/7/2023
 
 
 
 
 
 
 
606,210

(4)
—

 
20.40

11/12/2023
 
 
 
 
 
 
 
73,635

(5)
220,909

 
25.83

2/18/2026
 
 
 
 
 
 
 
 
 
 
 
 
 
38,700

(6)
$941,186
 
 
 
 
 
 
 
 
 
 
66,934

(12)
$1,627,838
 
 
 
 
 
 
 
 
 
 
 
 
 
45,519

(9)
$1,107,024
 
 
 
 
 
 
 
 
 
 
45,689

(10)
$1,111,158
Michael B. Berman
80,828

(13)
—

 
13.67

12/15/2021
 
 
 
 
 
 
 
191,825

(3)
95,326

 
19.05

1/7/2023
 
 
 
 
 
 
 
456,210

(4)
—

 
20.40

11/12/2023
 
 
 
 
 
 
 
61,362

(5)
184,092

 
25.83

2/18/2026
 
 
 
 
 
 
 
 
 
 
 
 
 
43,000

(6)
$1,045,762
 
 
 
 
 
 
 
 
 
 
49,271

(8)
$1,152,449
 
 
 
 
 
 
 
 
 
 
 
 
 
37,934

(9)
$922,556
 
 
 
 
 
 
 
 
 
 
38,074

(10)
$925,961
Heath R. Fear
 
 
 
 
 
 
65,097

(14)
$1,522,619
 
 
 
 
 
 
 
 
 
 
 
 
 
21,700

(15)
$507,563
Richard S. Pesin
404,140

(16)
—

 
13.97

1/24/2021
 
 
 
 
 
 
 
404,140

(2)
—

 
14.61

8/2/2021
 
 
 
 
 
 
 
255,245

(3)
63,812

 
19.05

1/7/2023
 
 
 
 
 
 
 
303,105

(4)
—

 
20.40

11/12/2023
 
 
 
 
 
 
 
42,954

(5)
128,863

 
25.83

2/18/2026
 
 
 
 
 
 
 
 
 
 
 
 
 
30,100

(6)
$732,033
 
 
 
 
 
 
 
 
 
 
39,045

(12)
$949,576
 
 

 
 
 
 
 
 
 
 
 
 
26,553

(9)
$645,770
 
 
 
 
 
 
 
 
 
 
26,651

(10)
$648,153
(1)
Represents options granted pursuant to the 2010 Equity Plan on October 27, 2010. These options vested over four years at 25% increments beginning on the first anniversary of the date of grant and vested in full on October 27, 2014.

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Table of Contents


(2)
Represents options granted pursuant to the 2010 Equity Plan on August 2, 2011. These options vest over five years at 20% increments beginning on the first anniversary of the date of grant and vested in full on August 2, 2016.

(3)
Represents options granted pursuant to the 2010 Equity Plan on January 07, 2013. These options vest over five years at 20% increments beginning on the first anniversary of the date of grant and vested in full on January 07, 2018.

(4)
Represents options granted pursuant to the 2010 Equity Plan on November 12, 2013. These options vest over four years at 25% increments beginning on the first anniversary of the date of grant and vested in full on November 12, 2017.

(5)
Represents Stock Option-Like LTIP Units granted pursuant to the 2010 Equity Plan on February 18, 2016. These units vest over four years at 25% increments beginning on the first anniversary of the date of grant and vest in full on February 18, 2020.

(6)
Represents time-vesting Restricted Stock-Like LTIP Units granted pursuant to the Equity Plan on January 6, 2015. These units vest over four years in 25% increments beginning on the first anniversary of the date of grant and vest in full on January 6, 2019.

(7)
Represents time-vesting Restricted Stock-Like LTIP Units granted pursuant to the Equity Plan on February 12, 2015, which cliff-vest in full on January 1, 2020.

(8)
Represents time-vesting restricted stock granted pursuant to the Equity Plan on January 3, 2017. These shares vest over four years in 25% increments beginning on the first anniversary of the date of grant and vest in full on January 3, 2021.

(9)
Represents performance-vesting Restricted Stock-Like LTIP Units granted pursuant to the Equity Plan on February 18, 2016. These units cliff-vest on December 31, 2018 based on the achievement of performance goals. The number of units reported is based on the achievement of threshold performance goals. See the “Compensation Discussion and Analysis” above for additional information on vesting information.

(10)
Represents performance-vesting Restricted Stock-Like LTIP Units granted pursuant to the Equity Plan on January 3, 2017. These units cliff-vest on December 31, 2019 based on the achievement of performance goals. The number of units reported is based on the achievement of threshold performance goals. See the “Compensation Discussion and Analysis” above for additional information on vesting information.

(11)
Represents options granted pursuant to the 2010 Equity Plan on June 13, 2011. These options vest over five years at 20% increments beginning on the first anniversary of the date of grant and vested in full on June 13, 2016.

(12)
Represents time-vesting Restricted Stock-Like LTIP Units pursuant to the Equity Plan on January 3, 2017. These shares vest over four years in 25% increments beginning on the first anniversary of the date of grant and vest in full on January 3, 2021.

(13)
Represents options granted pursuant to the 2010 Equity Plan on December 15, 2011. These options vest over five years at 20% increments beginning on the first anniversary of the date of grant and vested in full on December 15, 2016.

(14)
Represents time-vesting restricted stock granted pursuant to the Equity Plan on November 6, 2017. These shares vest over four years in 25% increments beginning on the first anniversary of the date of grant and vest in full on November 6, 2021.

(15)
Represents performance-vesting restricted stock granted pursuant to the Equity Plan on November 6, 2017. These shares are earned based on achievement of performance goals during the period ended December 31, 2018, and vest 25% on December 31, 2018 and 25% on each of the second, third and fourth anniversaries of the grant date. The number of units reported is based on the achievement of threshold performance goals.

(16)
Represents options granted pursuant to the 2010 Equity Plan on January 24, 2011. These options vest over four years at 25% increments beginning on the first anniversary of the date of grant and vested in full on January 24, 2015.

(17)
The amounts are calculated by multiplying $23.39, the closing price of our common stock as reported by the NYSE for December 29, 2017, by the applicable number of shares or units. Amounts represented by Restricted Stock-Like LTIP Units are multiplied by the conversion ratio of OP Units into common stock of 1.0397624.



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Table of Contents

Option Exercises and Stock Vested for Fiscal Year Ended 2017

The following table provides information on option exercises under all plans during the fiscal year ended December 31, 2017 by each of the NEOs, and restricted stock and Restricted Stock-Like that vested during the fiscal year ended December 31, 2017.
Name
Option Awards
Stock Awards
Number of
Shares
Acquired
on Exercise
(#)
Value
Realized
on Exercise (1)
($)
Number of
Units
Acquired
on Vesting
(#)
Value
Realized
on Vesting (2)
($)
Sandeep Mathrani
 —

 —
85,999

$2,324,882
Shobi Khan
 —

 —
19,350

$523,104
Michael B. Berman
150,000

$690,000
21,500

$581,227
Heath R. Fear
 —

 —
 —

 —
Richard S. Pesin
 —

 —
15,050

$406,859

(1)
Amounts represent the difference between the closing price per share of our common stock on the NYSE on the date of exercise and the exercise price, multiplied by the number of options exercised.

(2)
Amounts for vested restricted stock reflect the closing price per share of our common stock on the NYSE on the vesting date, multiplied by the number of shares of restricted stock. Amounts for Restricted Stock-Like LTIP Units reflect the closing price per share of our common stock on the NYSE on the vesting date, multiplied by the number of Restricted Stock-Like LTIP Units vested, multiplied by the conversion ratio of OP Units into common stock of 1.0397624.
Potential Payments Upon Termination of Employment or Change in Control
All of the Company’s executive officers are “at will” employees. On February 12, 2015, the Company entered into an employment agreement with Mr. Mathrani (the “2015 Employment Agreement”), pursuant to which Mr. Mathrani agreed to serve, for an initial five-year term commencing on January 1, 2015, as Chief Executive Officer of the Company. Under Mr. Mathrani’s 2015 Employment Agreement, if the Company terminates Mr. Mathrani’s employment without “cause” or does not renew the 2015 Employment Agreement following the initial term, or if Mr. Mathrani terminates his employment for “good reason” (as such terms are defined in the 2015 Employment Agreement), then Mr. Mathrani will be eligible to receive:
•
2 years of salary continuation;

•
2 times his annual cash incentive award for the previous year;

•
pro rata annual cash incentive award for the year of termination (based on his annual cash incentive award for the previous year);

•
full vesting of the annual equity awards granted on or after January 1, 2015, and full vesting of the Restricted Stock-Like LTIP Units granted on February 12, 2015 pursuant to the 2015 Employment Agreement; and

•
2 years of welfare benefit continuation.

If Mr. Mathrani’s employment is terminated due to death or disability, then Mr. Mathrani will be eligible to receive a pro rata annual cash award for the year of termination (based on his annual cash award for the previous year) and full vesting of all equity awards.
Upon a change in control (as such term is defined in the 2015 Employment Agreement), Mr. Mathrani is entitled to full vesting of the annual equity awards granted on or after January 1, 2015, and full vesting of the Restricted Stock-Like LTIP Units granted on February 12, 2015 pursuant to the 2015 Employment Agreement. None of the other executive officers of the Company are entitled to payment of any benefits or automatic early vesting of awards as a result of a change in control of the Company.

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Table of Contents

On September 20, 2017, the Company entered into a Retirement/Separation Arrangement with Mr. Berman (the “Retirement Agreement”). The Retirement Agreement provides that if Mr. Berman retires effective March 1, 2018, or if the Company terminates his employment without Cause (as defined in the Retirement Agreement) prior to such retirement, he will be eligible for:
•
continued vesting of time-vesting equity awards through March 1, 2020, subject to signing a general release of claims;
•
3 years following the date of termination of employment to exercise vested options and Stock Option-Like LTIP Units; and
•
participation in the Incentive Compensation Plan for 2017 performance.
The Retirement Agreement also provides that Mr. Berman will not receive an equity award grant in 2018 and will forfeit his outstanding performance-vesting equity awards and any time-vesting equity awards that are unvested after March 1, 2020. Mr. Berman retired on March 1, 2018 and received the separation treatment under his Retirement Agreement as described above.
Although none of the other NEOs is party to an employment agreement with the Company, each one is eligible to receive severance payments if his employment is terminated by us “without cause”:
•
For Mr. Khan and Mr. Fear, the severance payment is equal to the officer’s annual base salary plus a pro rata annual cash award for the year of termination (for Mr. Khan, based on the target annual cash incentive award for the current year, and for Mr. Fear, based on his annual cash incentive award for the previous year).

•
For Mr. Pesin, the severance payment is equal to six months of his annual base salary plus a pro rata annual cash award for the year of termination (based on the target annual cash incentive award for the current year).

For awards granted during 2015 and earlier, under the Equity Plan, (1) in the event of a termination of service due to death, disability or retirement, any unvested equity awards immediately terminate and, in the case of stock options and Stock Option-Like LTIP Units, the vested portion remains exercisable until the earlier of three years following such termination of service or the expiration of any such awards; (2) in the event of a termination of service for any other reason, any unvested equity awards immediately terminate and, in the case of stock options and Stock Option-Like LTIP Units, the vested portion remains exercisable until the earlier of one year following such termination of service or the expiration of any such awards; and (3) upon a change of control of the Company, the Compensation Committee may make adjustments to the terms and conditions of outstanding awards in its discretion, including, acceleration of vesting and exercisability of awards, substitution of awards with substantially similar awards and cancellation of awards for fair value.

For awards granted beginning in 2016, under the Equity Plan, (1) in the event of a termination of service due to death, disability, or retirement, time-vesting awards vest immediately and performance-vesting awards remain outstanding through the end of the performance period, and the number of units that vests equal the number that would been earned had such termination not occurred, and in the case of stock options and Stock Option-Like LTIP Units, the vested portion remains exercisable until the earlier of three years following such termination of service or the expiration of any such awards, and provided that “retirement” means the retirement from active employment at or after age 60 and completing 10 years of service with the Company, and such vesting in connection with retirement is subject to approval of the Chief Executive Officer; (2) in the event of a termination of service due to a resignation, any unvested equity awards immediately terminate, and in the case of stock options and Stock Option-Like LTIP Units, the vested portion remains exercisable until the earlier of 30 days following such termination of service or the expiration of any such awards; (3) in the event of a termination of service for any other reason, any unvested equity awards immediately terminate, and in the case of stock options and Stock Option-Like LTIP Units, the vested portion remains exercisable until the earlier of one year following such termination of service or the expiration of any such awards; and (4) upon a change in control of the Company, the Compensation Committee may make adjustments to the terms and conditions of outstanding time-vesting awards in its discretion, including, acceleration of vesting and exercisability of awards, substitution of awards with substantially similar awards and cancellation of awards for fair value, and performance-vesting awards are earned at 100% of target level subject to vesting based on continued service through the vesting date or immediate vesting upon a termination without “cause” or for “good reason,” as such terms are defined in the award agreements.
None of our NEOs are entitled to payment of any benefits in connection with a termination “for cause.” In the event of a “for cause” termination, all equity awards, including the vested portion, issued under the Equity Plan are forfeited.

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The following table illustrates the payments that we estimate would be payable to each of our NEOs on termination of employment under each of the circumstances described in the table, or upon a change of control, assuming such event occurred on December 31, 2017. The amounts shown are estimates and do not necessarily reflect the actual amounts that these individuals would receive on termination of employment or change of control. Amounts assume LTIP units have been fully booked up. The value of early vesting of awards is based on the closing price of our common stock on December 29, 2017 of $23.39. The value of early vesting of stock options and Stock Option-Like LTIP Units is based on the difference between this closing price and the option exercise price. The value of early vesting of Restricted Stock-Like LTIP Units and Stock Option-Like LTIP Units is calculated using a conversion ratio of OP Units into common stock of 1.0397624.
Name
Cash
Severance
Pro rata
Cash Award
Early Vesting
of Awards
Excise Tax Gross-Up
Welfare
Benefits
Total
Termination by the Company Without Cause or by Executive for Good Reason
Sandeep Mathrani
$8,400,000
$3,000,000
$41,936,161
(1) 
—

 
$29,047
(2) 
$53,365,208
Termination by the Company Without Cause
 
Shobi Khan
$900,000
$900,000
—

 
—

 
—

 
$1,800,000
Michael Berman
—

—

—

(3) 
—

 
—

 
—

Heath R. Fear
$750,000
$600,000
—

 
—

 
—

 
$1,350,000
Richard Pesin
$375,000
$750,000
—

 
—

 
—

 
$1,125,000
Termination due to Death or Disability
Sandeep Mathrani
—

$3,000,000
$41,936,161
(1) 
—

 
—

 
$44,936,161
Shobi Khan
—

—

$1,627,838
(4) 
—

 
—

 
$1,627,838
Michael Berman
—

—

$1,152,449
(4) 
—

 
—

 
$1,152,449
Heath R. Fear
—

—

$1,522,619
(4) 
—

 
—

 
$1,522,619
Richard Pesin
—

—

$949,576
(4) 
—

 
—

 
$949,576
Change in Control
Sandeep Mathrani
—

—

$40,720,961
(1) 
—

(5) 
—

 
$40,720,961
Qualified Termination following a Change in Control(6)
Sandeep Mathrani
$8,400,000
$3,000,000
$41,936,161
(1) 
—

(5) 
$29,047
(2) 
$53,365,208
Shobi Khan
$900,000
$900,000
$4,436,365
(7) 
—

 
—

 
$6,236,365
Michael Berman
—

—

—

(3) 
—

 
—

 
—

Heath R. Fear
$750,000
$600,000
$507,563
(7) 
—

 
—

 
$1,857,563
Richard Pesin
$375,000
$750,000
$2,587,847
(7) 
—

 
—

 
$3,712,847

(1)
This amount represents full accelerated vesting of applicable outstanding equity awards pursuant to Mr. Mathrani’s 2015 Employment Agreement.

(2)
This amount represents the estimated value of two years of welfare benefit continuation.

(3)
Pursuant to his Retirement Agreement, Mr. Berman would have been entitled to continued vesting of his time-vesting equity awards through March 1, 2020 upon a termination by the Company Without Cause prior to his retirement. Mr. Berman retired on March 1, 2018.

(4)
This amount represents full accelerated vesting of time-vesting equity awards granted in 2016 and 2017 pursuant to the applicable award agreements. In addition, performance-vesting equity awards granted in 2016 and 2017 will continue to vest and be earned based on actual performance.

(5)
Pursuant to Mr. Mathrani’s 2015 Employment Agreement, the Company has agreed to reimburse Mr. Mathrani for certain excise taxes under Section 280G of the Internal Revenue Code, as well as any income and excise taxes payable by Mr. Mathrani as a result of any reimbursements for such taxes, resulting from a Change in Control of the Company. No such reimbursements would have been payable to Mr. Mathrani had a Change in Control occurred on December 31, 2017, or had a Change in Control and a termination of Mr. Mathrani’s employment without Cause or for Good Reason occurred on December 31, 2017.

(6)
For Mr. Mathrani, these amounts assume a Change in Control and a termination of employment without Cause or for Good Reason, each on December 31, 2017. For each other NEO, these amounts assume a Change in Control and a termination of employment without Cause, each on December 31, 2017

(7)
This amount represents full accelerated vesting of performance-vesting equity awards granted in 2016 and 2017 pursuant to the applicable award agreements.


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Employment Arrangements for Executive Officers
The following is a summary of the Company’s employment agreements or arrangements with the NEOs.
Sandeep Mathrani. On October 27, 2010, the Company and Mr. Mathrani entered into the 2010 Employment Agreement, pursuant to which Mr.  Mathrani agreed to serve, for an initial five-year term commencing on January 17, 2011, as Chief Executive Officer of the Company. The 2010 Employment Agreement provided for an annual base salary of $1,200,000 and a target annual cash award of $1,500,000. In accordance with the terms and conditions of the 2010 Employment Agreement, (i) the Company granted to Mr. Mathrani an award of 1,500,000 shares of restricted common stock, which, as amended, vested over four years from the Grant Date, and (ii) pursuant to a non-qualified stock option award agreement, on October 27, 2010, the Company granted to Mr. Mathrani an award of options to acquire 2,000,000 shares of common stock, which vested over four years from the Grant Date. The options have an exercise price of $9.69 per share. The restricted stock and options were awarded pursuant and subject to the terms and conditions of the Equity Plan. Commencing in 2012, Mr. Mathrani became entitled to receive, on an annual basis, at his election, either options to purchase an additional number of shares of common stock equal to five times his previous year’s annual base salary, divided by the then current trading price of common stock, or shares of restricted stock of equivalent value (based on the Black Scholes pricing model).
On February 12, 2015, the Company and Mr. Mathrani entered into the 2015 Employment Agreement for a five-year term commencing on January 1, 2015. The term of the 2015 Employment Agreement automatically renews for additional one-year periods thereafter unless either party provides notice of non-renewal at least 90 days prior to the end of the initial term or renewal term, as applicable. The Company agreed, pursuant to the 2015 Employment Agreement, to continue to nominate Mr. Mathrani to the Company’s Board of Directors for so long as Mr. Mathrani serves as Chief Executive Officer of the Company. The 2015 Employment Agreement further provides for an annual base salary of $1,200,000 and a target annual cash award of $3,000,000, including a guaranteed minimum annual cash award of $2,000,000 for the 2015 and 2016 calendar years. In accordance with the terms and conditions of the 2015 Employment Agreement, the Company granted to Mr. Mathrani an award in an amount valued on the date of grant at $25,000,000, in the form of restricted shares of Common Stock or Restricted Stock-Like LTIP Units, at the election of Mr. Mathrani, which vests in full on the fifth anniversary of the Commencement Date. Mr. Mathrani elected to receive Restricted Stock-Like LTIP Units. The Restricted Stock-Like LTIP Units were awarded pursuant and subject to the terms and conditions of the Equity Plan. If the Company terminates Mr. Mathrani’s employment without “cause” or does not renew the 2015 Employment Agreement following the initial term, or if Mr. Mathrani terminates his employment for “good reason,” (as each such terms are defined in the 2015 Employment Agreement), then Mr. Mathrani is eligible to receive two years of salary continuation, two times his annual cash award for the previous year, a pro rata annual cash award for the year of termination (based on his annual cash award for the previous year), full vesting of the awards described above, and two years of welfare benefit continuation. If Mr. Mathrani’s employment is terminated due to death or disability, then Mr. Mathrani is eligible to receive pro rata annual cash award for the year of termination (based on his annual cash award for the previous year) and full vesting of all awards. Pursuant to the 2015 Employment Agreement, Mr. Mathrani’s annual awards commencing with the 2015 fiscal year and the Restricted Stock-Like LTIP Units granted on February 12, 2015 vest upon a change of control.
Other NEOs. All of the Company’s executive officers are “at will” employees. We have no written or oral employment agreements with executive officers other than Mr. Mathrani. All of the compensation arrangements we have with these executive officers are reviewed and may be modified from time to time by the Compensation Committee of our Board of Directors.
Although our executive officers are “at will” employees, each is eligible to receive severance payments if his employment is terminated by us “without cause.” For Mr. Khan and Mr. Fear, the severance payment is equal to his annual base salary plus a pro rata annual cash award for the year of termination (based on the target cash award for the current year). For Mr. Pesin, the severance payment is equal to six months of the officers’ annual base salary plus a pro rata annual cash award for the year of termination (based on the target cash award for the current year).


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Pay Ratio

Set forth below is the annual total compensation of our median employee, the annual total compensation of Mr. Mathrani, and the ratio of those two values:

•
The 2017 annual total compensation of the median employee of the Company (other than our CEO) was $80,869;

•
The 2017 annual total compensation of our CEO, Mr. Mathrani, was $11,332,589; and

•
For 2017, the ratio of the annual total compensation of Mr. Mathrani to the median annual total compensation of all our employees was 140 to 1.

Background

To identify our median employee, we used our employee population (without exclusions) as of December 31, 2017, and measured compensation based on total pay for 2017. Total pay for 2017 includes base salary or wages (including overtime and paid time off), as applicable; annual cash incentive paid in 2018 for 2017 performance; equity awards granted in 2017 for 2016 performance; and 401(k) plan matching contributions.

As required by SEC rules, after identifying our median employee, we calculated 2017 annual total compensation for both our median employee and Mr. Mathrani using the same methodology that we use to determine our NEOs’ annual total compensation for the Summary Compensation Table.

The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratios reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Compensation Committee Interlocks and Insider Participation
The following directors served as members of the Compensation Committee during 2017: J. Bruce Flatt, Mary Lou Fiala, John K. Haley, and Daniel B. Hurwitz. No member of the Compensation Committee was an officer or employee of the Company during fiscal year 2017, and no member of the Compensation Committee was formerly an officer of the Company. Other than as disclosed under “Certain Relationships and Related Party Transactions” above, with respect to Brookfield (of which Mr. Flatt is a Chief Executive Officer of Brookfield), no other member of the Compensation Committee was a party to any disclosable related party transaction involving the Company.
During fiscal year 2017, none of our executive officers served on the compensation committee or board of directors of any other company that has or had executive officers serving as members of the Board of Directors, or the Compensation Committee of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our common stock to file reports with the SEC regarding their ownership and changes in ownership of our common stock. Based solely on our review of the reports furnished to us, we believe that all of our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements during fiscal 2017.


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our common stock and Series A preferred stock by certain persons as of April 23, 2018. In the case of persons other than our executive officers and directors, or where we have received additional information from the beneficial owner, the information presented in this table is based upon the most recent filings with the SEC. The table lists the applicable percentage ownership based on 958,388,103 shares of common stock and 10,000,000 shares of Series A preferred stock outstanding as of April 23, 2018. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of April 23, 2018 are deemed outstanding for the purpose of calculating the percentage ownership of the person holding these options or warrants, but are not treated as outstanding for the purpose of calculating the percentage ownership of any other person. Unless otherwise noted, the address for each reporting person below is c/o GGP Inc., 350 North Orleans St., Suite 300, Chicago, Illinois 60654-1607.

The table below sets forth such estimated beneficial ownership for:

•
each stockholder that is known to us to be a beneficial owner of more than 5% of the Company’s outstanding common stock or Series A preferred stock (“Principal Stockholders”);
•
each director;
•
each NEO; and
•
all directors and executive officers as a group.
Name of Beneficial Owner
Common Stock
Series A Preferred Stock
Number of
Shares
Beneficially
Owned
Percent of
Class
Number of
Shares
Beneficially
Owned
Percent of
Class
Principal Stockholders:
Brookfield(1)   
327,053,880

 
34.2
%
—

 
—

The Vanguard Group(2)   
89,328,507

 
9.4
%
—

 
—

BlackRock Inc.(3)    
59,827,593

 
6.3
%
—

 
—

Named Executive Officers:
Sandeep Mathrani
6,329,166

(4)(5)(6)
*

—

 
—

Michael B. Berman
828,807

(4)(5)(6)
*

—

 
—

Heath Fear
147,412

(6)
*

—

 
—

Shobi Khan
1,948,367

(4)(5)(6)
*

—

 
—

Richard S. Pesin
1,520,520

(4)(5)(6)
*

—

 
—

Directors:
Richard B. Clark(1)   
327,053,880

(7)
34.2
%
—

 
—

Mary Lou Fiala
44,028

 
*

—

 
—

J. Bruce Flatt(1)   
327,053,880

(7)
34.2
%
—

 
—

Janice R. Fukakusa
3,311

(6)
*

—

 
—

John K. Haley
47,242

(5)
*

—

 
—

Daniel B. Hurwitz
35,592

 
*

—

 
—

Brian W. Kingston(1)   
327,053,880

(7)
34.2
%
—

 
—

Christina M. Lofgren
3,311

(6)
*

—

 
—

All directors and executive officers as a group (16 persons)
338,366,700

(4)(5)(6)(7)
35.0
%
—

 
—

*Represents beneficial ownership of less than 1%.




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(1)
Based on information provided to the Company, the following Brookfield entities (collectively, the “Brookfield Entities”) may be deemed to constitute a “group” within the meaning of Section 13(d)(3) under the Exchange Act and Rule 13d-5(b)(1) thereunder and each member of the “group” may be deemed to beneficially own all shares of common stock and warrants held by all members of the “group”: Brookfield Asset Management Inc. (“Brookfield”), Partners Limited, Brookfield Retail Holdings VII LLC (“BRH VII”), Brookfield Retail Holdings II Sub III LLC, Brookfield Retail Holdings Warrants LLC, Brookfield Holdings Canada Inc., Brookfield Asset Management Private Institutional Capital Adviser US, LLC, Brookfield Property Partners Limited, Brookfield Property Partners L.P., Brookfield Property L.P., Brookfield US Holdings Inc., Brookfield US Corporation, Brookfield BPY Holdings Inc., BPY Canada Subholdings 1 ULC, Brookfield BPY Retail Holdings I LLC, Brookfield BPY Retail Holdings II LLC, Brookfield BPY Retail Holdings III LLC, Brookfield BPY Retail Holdings II Subco  LLC (“New GGP Subco”), BW Purchaser, LLC, BPG Holdings Group Inc., BPG Holdings Group (US) Holdings Inc., Brookfield Property Split Corp, Brookfield Property Group LLC (“BPG”), Brookfield Office Properties Inc., 1706065 Alberta ULC, Brookfield Holding Limited Liability Company, Brookfield Properties, Inc., Brookfield Properties Subco LLC, BOP (US) LLC, BUSC Finance LLC, BPY Retail V LLC (“BPY V”), Brookfield Properties Investor LLC and Brookfield BFP Holdings LLC. Accordingly, each of the Brookfield Entities may be deemed to beneficially own 327,053,880 shares of the Company’s common stock, constituting beneficial ownership of 34.2% of the shares of the Company’s common stock. The following Brookfield Entities directly hold more than 5% of the outstanding shares of the Company’s common stock in the following amounts: (i) BRH VII directly holds 79,094,965 shares of the Company’s common stock, constituting beneficial ownership of 8.3% of the shares of the Company’s common stock, (ii) New GGP Subco directly holds 53,000,412 shares of the Company’s common stock, constituting beneficial ownership of 5.5% of the shares of the Company’s common stock, and (iii) BPY V directly holds 70,114,877 shares of the Company’s common stock, constituting beneficial ownership of 7.3% of the shares of the Company’s common stock. Each of the Brookfield Entities expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of the Company’s common stock beneficially owned by each of the other Brookfield Entities. The address of each Brookfield Entity is c/o Brookfield Retail Holdings VII LLC, Brookfield Place, 250 Vesey Street, New York, NY 10281-1023.


(2)
Based solely on information provided by The Vanguard Group in a Schedule 13G filed with the SEC on February 9, 2018. The Vanguard Group has the sole power to vote 1,596,532 shares of common stock and dispose of 87,620,266 shares of common stock. The address for this reporting person is 100 Vanguard Blvd. Malvern, PA 19355.

(3)
Based solely on information provided by BlackRock Inc. in a Schedule 13G filed with the SEC on January 25, 2018. BlackRock Inc. has the sole power to vote 54,631,979 shares of common stock and dispose of 59,827,593 shares of common stock. The address for this reporting person is 55 East 52nd Street New York, NY 10055.

(4)
Includes shares of our common stock that such person has a right to acquire within 60 days after April 23, 2018 pursuant to stock options granted under our incentive plans. These amounts are as follows: Mr. Mathrani, 5,337,025 shares; Mr. Berman, 743,361 shares; Mr. Khan, 1,813,311 shares; Mr. Pesin, 1,430,442 shares; and all other executive officers, 223,456 shares.

(5)
Does not include LTIP Units, which can be settled in common stock only at the Company’s discretion. Holders of LTIP Units are not entitled to vote such units on any matters presented at the 2018 annual meeting. The number of Restricted Stock-Like LTIP Units held by each individual is as follows: Mr. Mathrani, 1,694,222 units; Mr. Berman, 21,500 units; Mr. Khan, 326,749 units; Mr. Pesin, 205,653 units; Mr. Chupaila, 40,012 units; and Mr. Haley, 13,741 units. The number of Stock Option-Like LTIP Units held by each individual is as follows: Mr. Mathrani, 834,5428 units; Mr. Berman, 245,454 units; Mr. Khan, 294,544 units; Mr. Pesin, 171,817 units; and Mr. Chupaila, 93,044 units.  LTIP Units are subject to vesting and other terms as described above in “Compensation Discussion and Analysis.”

(6)
Includes shares of unvested restricted stock. The number of shares of unvested restricted stock for each individual is as follows: Mr. Mathrani, 396,272 shares; Mr. Berman, 24,636 shares; Mr. Fear, 138,666; Mr. Khan, 104,258 shares; Mr. Pesin, 60,818 shares; Mr. Chupaila, 82,736 shares; Ms. Feit, 49,674 shares; Ms. Marszewski, 29,852 shares; Ms. Fukakusa, 2,208 shares; and Ms. Lofgren, 2,208 shares.

(7)
Includes shares of common stock held by the Brookfield Entities. J. Bruce Flatt, a director and Chairman of the Board of the Company, is the CEO and a Senior Managing Partner of Brookfield. Richard Clark, a director of the Company, is a Senior Managing Partner of Brookfield, as well as the Chairman of each of BPG and Brookfield Property Partners. Brian Kingston, a director of the Company, is a Senior Managing Partner of Brookfield and the Chief Executive Officer of each of BPG and Brookfield Property Partners. Messrs. Flatt, Clark and/or Kingston may be deemed to share dispositive power over shares of common stock of the Company beneficially owned by the Brookfield Entities. To the extent that any of Messrs. Flatt, Clark or Kingston is deemed to be the beneficial owner of any such securities of the Company beneficially owned by the Brookfield Entities, such person disclaims beneficially ownership of such securities.





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PROPOSAL 3
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors unanimously recommends a vote
FOR this proposal (Item 3 on the Proxy Card).

The Audit Committee has selected Deloitte & Touche LLP as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2018 and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018. The Board has ratified this selection. Deloitte & Touche LLP, an independent registered public accounting firm, also served as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2001 through 2017. We are submitting the selection of independent registered public accounting firm for stockholder ratification at the Annual Meeting. While the Audit Committee is responsible for the appointment, compensation, retention, termination and oversight of the independent registered public accounting firm, the Audit Committee and the Board are requesting that the stockholders ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.

Although ratification by stockholders is not required by our organizational documents or other applicable law, the Audit Committee has determined that a policy of requesting ratification by stockholders of its selection of an independent registered public accounting firm is a matter of good corporate practice. If stockholders do not ratify the selection, the Audit Committee may reconsider the selection of Deloitte & Touche LLP. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interest of the Company and its stockholders.

Representatives of Deloitte & Touche LLP are expected to be at the Annual Meeting to respond to appropriate questions and will have the opportunity to make a statement if they so desire.

Auditor Fees and Services

The following table presents the fees paid by the Company to its independent registered public accounting firm, Deloitte & Touche LLP, for the audits of the Company’s consolidated financial statements for the fiscal years ended December 31, 2017 and 2016 and the effectiveness of the Company’s internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and fees billed for other services rendered by Deloitte & Touche LLP and its affiliates for those periods.

Audit fees consisted principally of the audits of the Company’s annual consolidated financial statements, internal control over financial reporting, reviews of the consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q, comfort letters, and reviews of other filings or registration statements under the Securities Act of 1933 and Securities Exchange Act of 1934. The 2017 and 2016 audit-related fees consisted primarily of various audits of individual or portfolios of properties to comply with lender, joint venture partner or tenant requirements. The 2017 and 2016 fees exclude $64,000 and $53,000, respectively, related to consents provided for the 2016 and 2015 consolidated financial statements of the Company included in registration statements of Brookfield Property Partners L.P. (“BPY”) and its affiliates; all such fees were reimbursed by BPY. The 2016 audit fees also exclude $108,000 related to services provided in connection with a potential transaction; such fees were paid by a party other than the Company. Tax services consisted principally of services necessitated by the Company’s ongoing tax compliance requirements. The 2016 other fees consists of a customer experience measurement engagement.
 
2017
2016
2015
Audit Fees
$3,138,000
$3,064,000
$3,034,000
Audit-Related Fees
$1,190,750
$986,000
$983,000
Tax Fees
$411,800
$445,903
$625,000
All Other Fees
—

$50,000
—


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Audit Committee’s Pre-Approval Policies and Procedures

The Audit Committee charter requires the Audit Committee to pre-approve all auditing services and permitted non-audit services (including the fees and terms associated with such services) to be provided by the Company’s independent auditor, subject to certain de minimis exceptions for non-audit services which are approved by the Audit Committee prior to the completion of the audit. Pre-approval is typically provided at regularly scheduled Audit Committee meetings, but the Audit Committee has delegated to its Chair the authority to grant pre-approval for specified matters between meetings as necessary, provided the matter is then presented to the full Audit Committee at the next scheduled meeting. The Audit Committee has granted pre-approval for routine and recurring audit, non-audit and tax services, in each case with fees less than $50,000. Under the policies adopted by the Audit Committee, if the invoice for a previously approved service materially exceeds the estimated fee or range of fees, the Audit Committee or its Chair must approve such excess amount prior to payment of the invoice; the Company’s independent auditors have been informed of this policy.

REPORT OF THE AUDIT COMMITTEE
The Audit Committee has reviewed and discussed with management the audited financial statements appearing in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

The Audit Committee has discussed with the independent registered public accountants the matters required to be discussed under applicable Public Company Accounting Oversight Board (United States) (“PCAOB”) standards.

The Audit Committee has also received the written disclosures and the letter from the independent registered public accountants required by the PCAOB regarding the independent accountant’s communication with the Audit Committee concerning independence, and has discussed with the independent registered public accountants the issue of their independence.

Based on its review of the audited financial statements and the various discussions noted above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 for filing with the SEC.

John K. Haley (Chair)
Daniel B. Hurwitz
Janice R. Fukakusa



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ADDITIONAL INFORMATION
Stockholder Communications with the Board
Stockholders or other interested persons wishing to communicate with members of the Board may contact them by writing to them, c/o Corporate Secretary, at our principal executive offices at 350 N. Orleans St., Suite 300, Chicago, Illinois 60654-1607. Correspondence may be addressed to the independent directors as a group, the entire Board or one or more individual members of the Board, at the election of the sender. Any such communication will be promptly distributed to the director or directors named therein. Communications will be forwarded to all directors if they relate to substantive matters and include suggestions or comments that the recipient considers to be important for all directors to know.
Electronic Access to Proxy Materials and Directions
Whether you received the Notice of Internet Availability of Proxy Materials or paper copies of proxy materials, the Company’s proxy materials, including this Proxy Statement and our Annual Report, are available for you to review online. To request a paper copy of proxy materials, please call 1-800-579-1639, or you may request a paper copy by email at sendmaterial@proxyvote.com, or by logging onto www.proxyvote.com.
For directions to the Annual Meeting site, please visit our website at: www.ggp.com.
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials (or proxy materials in the case of stockholders who receive paper copies of proxy materials), addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
A number of banks and brokers with account holders who are beneficial holders of the Company’s common stock will be householding the Company’s Notice of Internet Availability of Proxy Materials (or proxy materials in the case of stockholders who receive paper copies of proxy materials). If you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice of Internet Availability of Proxy Materials (or proxy materials, if applicable), please notify your bank or broker, or contact Broadridge Financial Solutions, Inc., toll-free at 1-800-542-1061 or by writing to Broadridge Financial Solutions, Inc., Attn: Householding Department, 51 Mercedes Way, Edgewood, New York 11717. The Company undertakes, upon oral or written request, to deliver promptly a separate copy of the Company’s Notice of Internet Availability of Proxy Materials (or proxy materials, if applicable) to a stockholder at a shared address to which a single copy of the document was delivered. Stockholders who currently receive multiple copies of the Notice of Internet Availability of Proxy Materials (or proxy materials, if applicable) at their address and would like to request householding of their communications should contact their bank or broker or Investor Relations at the contact address and telephone number for the Company provided above.
The Annual Report
The Company’s Annual Report for fiscal year 2017 is available for viewing on the Company’s website www.ggp.com under “Investors—Financials.” Please read it carefully.
Annual Report on Form 10-K
The Company filed with the SEC an Annual Report on Form 10-K for fiscal year ended December 31, 2017. Stockholders may obtain a copy, without charge, by visiting the Company’s website at www.ggp.com.
The Company will provide a copy of the fiscal year 2017 Annual Report on Form 10-K, including the financial statements and financial schedule, upon written request to the Corporate Secretary, at our principal executive offices at 350 N. Orleans St., Suite 300, Chicago, Illinois 60654-1607. Additionally, we will provide copies of the exhibits to the Annual Report on Form 10-K upon payment of a reasonable fee (which will be limited to our reasonable expenses in furnishing such exhibits).

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Stockholder Proposals and Nomination of Directors at the 2019 Annual Meeting of Stockholders
If a stockholder intends to present any proposal for inclusion in the Company’s proxy statement in accordance with Rule 14a-8 under the Exchange Act (“Rule 14a-8”), it must be received at our principal executive offices no later than December 28, 2018. This notice must be in writing, must include any additional information and materials required by our bylaws, and must comply with the other provisions of Rule 14a-8.
Under our Amended and Restated Bylaws (“Bylaws”), nominations for director and any other business proposal may be made by a stockholder entitled to vote at the 2018 Annual Meeting of Stockholders who delivers written notice, along with the additional information and materials required by our Bylaws, to our Corporate Secretary not later than 90 days nor earlier than 120 days prior to the first anniversary of this year’s annual meeting. As specified in the Bylaws, different notice deadlines apply in the case of a special meeting, when the date of an annual meeting is more than 30 days before or more than 70 days after the first anniversary of the prior year’s meeting, or when the first public announcement of the date of an annual meeting is less than 100 days prior to the date of such annual meeting. Accordingly, for our annual meeting in the year 2019, we must receive this notice on or after February 19, 2019, and on or before March 21, 2019. You may obtain a copy of our Bylaws by writing to our Corporate Secretary. A matter submitted to us in accordance with our Bylaws may be presented at next year’s annual meeting, but we are not required to include any such matter in our proxy statement unless the submission also complies with Rule 14a-8. However, the persons named in the proxy for next year’s annual meeting will not have discretionary authority to vote with respect to the matter submitted unless we state in the proxy statement the nature of the matter and how the persons named in the proxy intend to vote with respect to the matter. Any matter which is not timely submitted to us in accordance with the requirements of our Bylaws may not be acted upon at the meeting.


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ABOUT THE MEETING

Why am I receiving these materials?

We are making these materials available to you on the Internet or, upon your request, delivering printed versions of these materials to you by mail, in connection with our Board’s solicitation of proxies for use at our 2018 Annual Meeting of Stockholders. These materials include:
•
Our Proxy Statement for the Annual Meeting; and
•
Our 2017 Annual Report to Stockholders, which includes our audited consolidated financial statements.

If you requested printed versions of these materials by mail, these materials also include the proxy card and an admission ticket for the Annual Meeting.
What is a Notice of Internet Availability of Proxy Materials, and can I obtain a printed copy of the proxy materials?
In accordance with the rules of the SEC, we are providing access to our proxy materials over the Internet. Accordingly, on or about April 27, 2018, we are mailing to our record and beneficial stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), which contains instructions on how to access our proxy materials over the Internet and vote online. If you received the Notice, you will not receive a printed copy of our proxy materials by mail unless you request one not later than June 5, 2018. If you wish to receive a printed copy of our proxy materials for the Annual Meeting, you should follow the instructions included in the Notice for requesting those materials.
What is the purpose of the Annual Meeting?
At our Annual Meeting, our stockholders will vote upon the matters outlined in the accompanying notice of meeting, including:
•
The election of nine directors to serve until the 2019 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;

•
Approval, on an advisory basis, of the compensation paid to the named executive officers; and

•
The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2018.


Management will report on GGP’s performance during 2017 and respond to appropriate questions from stockholders. In addition, representatives of Deloitte & Touche LLP are expected to be at the Annual Meeting to respond to appropriate questions.
Who is entitled to vote?
The Board has fixed the close of business (Eastern Time) on April 23, 2018, as the record date to determine who is entitled to receive notice of and to vote at the Annual Meeting. There were 958,388,103 shares of common stock, $0.01 par value per share, outstanding on the record date, each entitled to one vote on each proposal to be voted on. Only stockholders of record at the close of business on the record date are entitled to receive notice of and to vote at the Annual Meeting and any and all adjournments or postponements thereof.

What do I need to attend the Annual Meeting?
Only GGP stockholders may attend the Annual Meeting. You will need an admission ticket or other proof of stock ownership to be admitted to the meeting. If you hold shares directly in your name as a stockholder of record and have received a printed copy of our proxy materials, an admission ticket is attached to your printed proxy card. If you plan to attend the meeting, please vote your proxy but retain the admission ticket and bring it with you to the meeting. If you have not received a printed copy of our proxy materials, please request an admission ticket by writing to us at: GGP Inc., 350 N. Orleans St., Suite 300, Chicago, Illinois 60654-1607, Attention: Corporate Secretary.

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If your shares are held beneficially in the name of a broker or other nominee, you may obtain admission to the meeting by presenting proof of your ownership of our common stock. For example, you may bring your account statement or a letter from your bank or broker confirming that you owned GGP stock on April 23, 2018, the record date for the meeting. To be able to vote at the meeting, you will need the bank, broker or record holder to give you a proxy.
All stockholders must also present a form of photo identification, such as a valid driver’s license or passport, in order to be admitted to the meeting.
No cameras, recording equipment, electronic devices, large bags or packages will be permitted at the meeting.
What are the Board’s voting recommendations?
The Board of Directors recommends that you vote your shares FOR the election of each of the nominees to the Board (Proposal 1), FOR the approval, on an advisory basis, of the compensation paid to the named executive officers (Proposal 2), and FOR ratification of the independent registered public accounting firm (Proposal 3).
What happens if additional proposals are presented at the meeting?
Other than the matters described in this Proxy Statement, we do not expect any additional matters to be presented for a vote at the Annual Meeting. If other matters are presented by or at the direction of the Board as permitted by our Bylaws and you vote by proxy, your proxy grants the individuals named as proxy holders the discretion to vote your shares on any additional matters properly presented for a vote at the meeting.
How do I vote my shares?
If you are a “record” holder of our common stock (that is, if you hold your stock in your own name in the Company’s stock records maintained by our transfer agent), you may vote over the Internet by following the instructions included in the Notice, or, if you received a printed copy of our proxy materials, you can also vote by mail or telephone. Internet and telephone voting will close at 11:59 p.m. Eastern Time on the day before the meeting date. Please see the Notice of Internet Availability of Proxy Materials or your proxy card for more information.
If you sign and return a proxy for your shares, it will be voted as you direct and, if you do not provide direction on a matter to be voted on, your shares will be voted in accordance with the recommendations of the Board. You may also vote your shares by attending the Annual Meeting and voting in person by ballot at the meeting.
If you hold shares of our common stock in “street name” (that is, through a broker, bank or other nominee), you will need to obtain a voting instruction form from the institution that holds your shares and follow the voting instructions on that form. It is important that you provide the broker, bank or other nominee who holds your shares with voting instructions on the matters to be voted on at the meeting. With respect to Proposal 1 (the election of directors) and Proposal 2 (the approval, on an advisory basis, of compensation paid to named executive officers), your broker or other institution generally will not be able to vote your shares unless you provide voting instructions. With respect to Proposal 3 (the ratification of the independent registered public accounting firm), your broker or other nominee in certain circumstances may be able to vote your shares in its discretion without voting instructions from you.
GGP has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies for the Annual Meeting. GGP estimates that it will pay Innisfree M&A Incorporated a fee of up to approximately $25,000 for the services to be performed. GGP has also agreed to reimburse Innisfree M&A Incorporated for reasonable out-of-pocket expenses and disbursements incurred in connection with the proxy solicitation and to indemnify Innisfree M&A Incorporated against certain losses, costs and expenses. If you have any questions or need assistance voting your shares, please contact Innisfree M&A Incorporated, by calling (888) 750-5834.

Can I change my vote?
If you are a “record” holder, you may revoke a previously submitted proxy and change your vote by:
•
Voting again over the Internet or by telephone by 11:59 p.m. Eastern Time on the day before the meeting date (only the latest Internet or telephone proxy will be counted);


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•
Properly executing and delivering a later-dated proxy card (your proxy must be received by the close of business (Eastern Time) on the day before the meeting date);

•
Voting by ballot at the Annual Meeting; or

•
Sending a written notice of revocation to our Corporate Secretary at our principal executive offices, 350 N. Orleans St., Suite 300, Chicago, Illinois 60654-1607 (your notice must be received by the close of business (Eastern Time) on the day before the meeting date).

If you hold shares of our common stock in “street name,” you will need to contact the institution that holds your shares and follow its instructions for revoking a proxy.
Who will bear the costs of soliciting votes for the meeting?
Your proxy is being solicited by the Board on behalf of the Company. GGP will bear the entire cost of the solicitation of proxies from its stockholders. In addition to sending stockholders these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. GGP has engaged Innisfree M&A Incorporated to assist it in the solicitation of proxies. GGP has agreed to pay Innisfree M&A Incorporated a fee of up to approximately $25,000 for the services to be performed. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders.
What constitutes a quorum?
If a majority of the shares of common stock outstanding on the record date are present in person or represented by proxy at the Annual Meeting, we will have a quorum, permitting the conduct of business at the Annual Meeting. As of the record date, we had 958,388,103 shares of common stock outstanding and entitled to vote. Abstentions and broker non-votes are counted as present in person or represented by proxy for purposes of determining whether a quorum exists.
What is a broker non-vote?
A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that matter and has not received voting instructions from the beneficial owner.
How are shares held by a broker or nominee voted?
Under NYSE rules, the ratification of the selection of an independent registered public accounting firm (Proposal 3) is considered a “routine” matter, and brokers generally may vote on behalf of beneficial owners who have not furnished voting instructions, subject to the rules of the NYSE concerning transmission of proxy materials to beneficial owners, and subject to any proxy voting policies and procedures of those brokerage firms. However, brokers may not vote on the other proposals contained in this Proxy Statement, which are considered “non-routine” proposals, unless they have received voting instructions from the beneficial owner. To the extent that they have not received voting instructions, brokers report such number of shares as “non-votes.”
How are shares held in the GGP 401(k) Savings Plan voted?
If you hold your stock through the GGP 401(k) Savings Plan (the “Savings Plan”), you have the right to instruct the trustees of the Savings Plan how to vote your shares. You can vote your shares by following the instructions on the enclosed proxy card. The trustee of the Savings Plan will have the voting instructions of each participant in the Savings Plan tabulated and will vote the shares of the participants by submitting a final proxy card representing the Savings Plan’s shares for inclusion in the tally at the Annual Meeting. If you hold shares in this Savings Plan and do not vote, the Savings Plan trustee will vote your shares (along with all other shares in the Savings Plan for which instructions are not provided) in the same proportion as those shares for which instructions are received from other participants in the Savings Plan. In order for your instructions to be followed, you must provide instructions for the shares you hold through the Savings Plan by returning your completed and signed proxy card by mail to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 at least three days prior to the meeting date, or by voting over the telephone or the Internet at by 11:59am (Eastern Time) on June 14, 2018.

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How will the proxy holders vote?
The Board selected the persons named in the accompanying proxy, who have advised the Company that they intend to vote the shares represented by all properly executed and unrevoked proxies received by them FOR each of the Board nominees for director and FOR Proposals 2 and 3, if no contrary instructions are given. Further, either of these named persons will vote on any other matter which may come before the Annual Meeting in accordance with their best judgment.

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What are the voting options and what are the voting requirements for each proposal?
Proposal
Voting Choices and Board Recommendation
Voting Requirement
Item 1:
Election of Directors*
Ÿ  Vote in favor of all nominees;
Ÿ  Vote in favor of specific nominees;
Ÿ  Vote against all nominees;
Ÿ  Vote against specific nominees;
Ÿ  Abstain from voting with respect to all nominees; or
Ÿ  Abstain from voting with respect to specific nominees.
Majority of votes cast

Abstentions excluded
The Board recommends a vote FOR each of the Director Nominees.
Item 2:
Advisory Vote to Approve Executive Compensation
Ÿ  Vote in favor of the advisory proposal;
Ÿ  Vote against the advisory proposal; or
Ÿ  Abstain from voting on the advisory proposal.
Majority of votes present

Abstentions have the effect of AGAINST VOTE
The Board recommends a vote FOR the advisory vote to approve executive compensation.
Item 3:
Ratification of the Appointment of Independent Auditors
Ÿ  Vote in favor of the ratification;
Ÿ  Vote against the ratification; or
Ÿ  Abstain from voting on the ratification.
Majority of votes present

Abstentions have the effect of AGAINST VOTE
The Board recommends a vote FOR the ratification.
*Under Delaware law, if an incumbent director is not re-elected, the director will continue to serve on the Board as a “holdover director.” If any incumbent director is not re-elected, under our Corporate Governance Guidelines, the director is required to tender his or her resignation for consideration by the Board. The Nominating and Governance Committee will consider the resignation, evaluating the best interest of the Company and its stockholders, and make a recommendation to the Board on whether to accept or reject the resignation. Each of the nominees has consented to serve as a member of the Board of Directors if he or she is re-elected. If any nominee is unable to serve if elected, it is intended that the proxies will be voted for the election of the other remaining nominees and may be voted for any substitute nominees of the Board. In no event will the proxies be voted for a greater number of persons than the number of nominees named.

NYSE rules do not allow brokers discretionary authority to vote in the election of directors (Proposal 1) or on the approval, on an advisory basis, of executive compensation (Proposal 2). Therefore, if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on Proposals 1 or 2. We urge you to promptly provide voting instructions to your broker to ensure that your shares are voted in these matters.

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ggpa03.jpg
 
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING, BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
 
 
 
 
 
 
 
 
 
GGP INC.
350 N. ORLEANS ST., SUITE 300
CHICAGO, IL 60654-1607
 
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS:
If you would like to reduce the costs incurred by GGP Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

VOTING INSTRUCTIONS
Your vote also constitutes voting instructions with respect to any shares held in the GGP 401(k) Savings Plan (the “Savings Plan”). If no instructions are received by 11:59 p.m. Eastern Time on June 14, 2018, shares of stock held in the Savings Plan will be voted in the same proportion as votes received from other participants in the Savings Plan.
 
 
 
You can view the Annual Report and Proxy Statement
on the Internet at www.proxyvote.com
 
 
 
 
 
 
 
 
 
 
 
 
KEEP THIS PORTION FOR YOUR RECORDS
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
GGP INC.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE FOLLOWING DIRECTOR NOMINEES:
 
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE FOLLOWING PROPOSALS:
 
 
For
Against
Abstain
 
 
 
For
Against
Abstain
 
 
 
 
 
 
 
 
 
 
 
 
1a. Richard B. Clark
¨
¨
¨
 
2.
Approval, on an advisory basis, of the compensation paid to the named executive officers.
¨
¨
¨
 
1b. Mary Lou Fiala
¨
¨
¨
 
 
 
 
 
 
1c. J. Bruce Flatt
¨
¨
¨
 
 
 
 
 
 
 
1d. Janice R. Fukakusa
¨
¨
¨
 
3.
Ratification of the selection of independent registered public accounting firm.

¨
¨
¨
 
1e. John K. Haley
¨
¨
¨
 
 
 
 
 
 
1f. Daniel B. Hurwitz
¨
¨
¨
 
 
 
 
 
 
1g. Brian W. Kingston
¨
¨
¨
 
 
 
 
 
 
 
1h. Christina M. Lofgren
¨
¨
¨
 
 
 
 
 
 
1i. Sandeep Mathrani
¨
¨
¨
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For address changes, please check this box and write them on the back where indicated.
¨

 
 
 
 
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any postponement(s) or adjournment(s) thereof.
Please indicate if you plan to attend this meeting.
¨
¨
 
 
 
 
 
Yes
No
 
 
 
(Please date and sign this proxy exactly as your name(s) appear(s) hereon. Joint owners should each sign personally. Trustees and others signing in a representative capacity should indicate the capacity in which they sign.)
 
 
 
 
 
 
 
Signature [Please sign within the box]
Date
 
 
 
Signature (Joint Owners)
Date

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ggpa02.jpg
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Admission Ticket
 
 
 
 
Annual Meeting of Stockholders
 
 
 
 
Date - June 19, 2018
 
 
 
 
Time - 9:00 a.m., local time
 
 
 
 
Location - 350 N. Orleans St., Suite 300
 
 
 
 
Chicago, Illinois 60654-1607

 
 
 
 
 
 
 
ADMITTANCE WILL BE DENIED WITHOUT A TICKET
 
 
 
 
 
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
 
 
 
 
 
s IF YOU PLAN TO ATTEND THE MEETING s
 
 
 
 
 
                                                                               GGP INC. PROXY
 
 
This Proxy is solicited on behalf of the Board of Directors
         Sandeep Mathrani and Stacie L. Herron, and each of them, are hereby constituted and appointed the lawful attorneys and proxies of the undersigned, with full power of substitution, to vote and act as proxy with respect to all shares of common stock, $0.01 par value, of GGP Inc., standing in the name of the undersigned on the Company’s books at the close of business on April 23, 2018, at the Annual Meeting of Stockholders to be held at the Company’s principal executive offices, 350 N. Orleans St., Suite 300, Chicago, Illinois, at 9:00 a.m., local time, on June 19, 2018, or at any postponement(s) or adjournment(s) thereof, as follows:

The powers hereby granted may be exercised by any of said attorneys or proxies or their substitutes present and acting at the above-described Annual Meeting of Stockholders or any postponement(s) or adjournment(s) thereof, or, if only one be present and acting, then by that one. The undersigned hereby revokes any and all proxies heretofore given by the undersigned to vote at said meeting.

This proxy also serves as a voting instruction card to the Trustee of the GGP 401(k) Savings Plan (the “Savings Plan”).

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD (PROPOSAL 1); FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS (PROPOSAL 2); FOR RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 3); AND, IN THE DISCRETION OF THE PROXIES, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING, AND, IN THE CASE OF SHARES HELD IN THE SAVINGS PLAN, IN ACCORDANCE WITH THE TERMS OF SUCH SAVINGS PLAN.
 
 
 
 
 
 
 
Address Changes: ____________________________________
 
 
___________________________________________________
 
 
___________________________________________________
 
 
(If you noted any Address Changes above, please mark corresponding box on the reverse side.)