By order of the Board of Directors,
Chicago, Illinois March 5, 2015 April 3, 2017
		Sandeep Mathrani Chief Executive Officer

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Voting Matters and Board Recommendations

Casting your vote

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the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2015 (see page 50);



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approval, on an advisory basis, of the compensation paid to the named executive officers (see page 52); and



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a shareholder proposal on a policy that a significant portion of future stock option grants to senior executives be performance-based (see page 53).

        Management will report on GGP's performance during 2014 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 February 17, 2015 as the record date to determine who is entitled to receive notice of and to vote at the Annual Meeting. There were 885,434,516 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: General Growth Properties, Inc., 110 North Wacker Drive, Chicago, Illinois 60606-1511, Attention: Corporate Secretary.

        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 February 17, 2015, 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 ratification of the independent registered public accounting firm (Proposal 2), FOR the approval, on an advisory basis, of the compensation paid to the named executive officers (Proposal 3), and AGAINST the shareholder proposal on a policy that a significant portion of future stock option grants to senior executives be performance-based (Proposal 4).

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

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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. The Internet and telephone voting facilities for stockholders of record 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 of Directors. You may also vote your shares by attending the Annual Meeting and voting in person by ballot at the meeting. For more information on how to do so, please see the Notice of Internet Availability of Proxy Materials and the form of proxy or the information provided to you by your broker, bank or other institutions holding your shares.

        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), Proposal 3 (the approval, on an advisory basis, of compensation paid to named executive officers), and Proposal 4 (the consideration of a shareholder proposal on a policy that a significant portion of future stock option grants to senior executives be performance-based), your broker or other institution generally will not be able to vote your shares unless you provide voting instructions. With respect to Proposal 2 (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.

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);



•

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, 110 North Wacker Drive, Chicago, Illinois 60606 (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

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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. 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 885,434,516 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 New York Stock Exchange ("NYSE") rules, the ratification of the selection of an independent registered public accounting firm (Proposal 2) 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 General Growth 401(k) Savings Plan voted?

        If you hold your stock through the General Growth 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 11:00am (Eastern Time) on April 14, 2015.

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, FOR Proposals 2 and 3, and AGAINST

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Proposal 4 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.

What is the voting requirement to approve each of the proposals?

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With respect to Proposal 1, the election of directors, any director receiving the majority of votes cast (meaning that the number of votes cast "for" a director must exceed 50% of the total number of votes cast "for" and "against" that director) will be elected as a director, provided that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes cast by the shares present in person or by proxy at any such meeting and entitled to vote on the election of directors. Abstentions and broker non-votes are not counted in the determination of votes cast, and thus do not have a direct effect on the outcome of voting for directors. 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.



•

With respect to Proposal 2, to ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter will be required to ratify the proposal. Abstentions will therefore have the same effect as negative votes.



•

With respect to Proposal 3, to approve, on an advisory basis, the Company's executive compensation, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter will be required to adopt the proposal. Abstentions will therefore have the same effect as negative votes. Broker non-votes will have no effect for the purpose of determining whether the proposal has been approved.



•

With respect to Proposal 4, the shareholder proposal on a policy that a significant portion of future stock option grants to senior executives be performance-based, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter will be required to approve the proposal. Abstentions will therefore have the same effect as negative votes. Broker non-votes will have no effect for the purpose of determining whether the proposal has been approved.

NYSE rules do not allow brokers discretionary authority to vote in the election of directors (Proposal 1), approval, on an advisory basis, of executive compensation (Proposal 3) or on the shareholder proposal (Proposal 4). 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, 3 or 4. 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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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" below.

        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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PROPOSAL 1—ELECTION OF DIRECTORS

The Board of Directors unanimously recommends a vote

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During 2016, there were no transactions meeting the definition of Contents

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.

COMPENSATION OF DIRECTORS

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).

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 chart below sets forth the fee structure for non-employee directors from January 1, 20142016 through December 31, 2014.

Annual fee paid to:
All non-employee Directors, including Chairman		$	175,000	(1)
Chairman		$	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)

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2016.

(1)

Payable quarterly in arrears in cash and/or restricted stock in the proportion elected by each non-employee director before the end of the prior calendar year. The number of restricted shares to be issued pursuant to the 2010 Equity Plan is determined based on the closing price of the Company's common stock on the first trading day of the calendar year (rounded to the nearest whole share). The restricted stock will be granted at the beginning of each 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 least²/3 of his or her annual fee in the form of restricted stock 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 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 is in the form of restricted stock 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).

        The amount of non-employee director compensation for 2015 is unchanged from 2014, however non-employee directors may now elect to receive all or a portion of their annual compensation for being a director as cash, restricted stock or LTIP Units (see page 34 for a description of LTIP Units).

Annual Fees:
All non-employee Directors, including Chairman		$200,000	(1)
Chairman		$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)

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(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).

The following table summarizes the compensation earned by or paid to each of our non-employee directors in 2014.

2016.

20142016 Director Compensation

Name		Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)			All Other Compensation ($)			Total ($)
Richard B. Clark*			175,000			—			—			175,000
Mary Lou Fiala			58,333			116,673			—			175,006
J. Bruce Flatt*(2)			—			—			—			—
John K. Haley			100,000	(3)		100,000			—			200,000
Daniel B. Hurwitz			—			175,009			—			175,009
Brian W. Kingston*			175,000			—			—			175,000
David J. Neithercut			—			175,009			—			175,009
Mark R. Patterson			68,333	(4)		116,673			—			185,006

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*

Denotes director designated by Brookfield.

Name		Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)		All Other Compensation ($)		Total ($)
Richard B. Clark*		200,000			—		—		200,000
Mary Lou Fiala		66,660			133,340		—		200,000
J. Bruce Flatt*(2)		—			—		—		—
John K. Haley		25,000		(3)	200,000		—		225,000
Daniel B. Hurwitz		—			200,000		—		200,000
Brian W. Kingston*		200,000			—		—		200,000
David J. Neithercut		—			200,000		—		200,000
Mark R. Patterson		76,660		(4)	133,340		—		210,000
* 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.

(1)

This amount represents the aggregate grant date fair value of restricted stock computed in accordance with FASB ASC Topic 718.

(2)	Mr. Flatt elected to waive his 2016 director compensation and Compensation Committee chair fees.

(3)	This amount includes $25,000 in Audit Committee chair fees paid to Mr. Haley.

(2)

Mr. Flatt elected to waive his 2014 director compensation.

(4)	This amount includes $10,000 in Nominating and Governance Committee chair fees paid to Mr. Patterson.

(3)

This amount includes $25,000 in Audit Committee chair fees paid to Mr. Haley.

(4)

This amount includes $10,000 in Nominating and Governance Committee chair fees paid to Mr. Patterson.

Directors are encouraged to periodically participate in appropriateeducational programs sessions or materials asrelated to the responsibilities of directors of publicly-traded companies.

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PROPOSAL 2 APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION

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Directors unanimously recommends a vote

of 1 YEAR for this proposal (Item 2 on the Proxy Card).

EXECUTIVE OFFICERS

Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act” ), in addition to providing stockholders with the opportunity to cast an advisory vote on executive compensation, requires that stockholders be given the opportunity to indicate their preference, on a non-binding, advisory basis, at least once every six years, as to how frequently we should seek future advisory votes on the compensation of our executive officers. You have the option to vote for once every one, two or three years, or you may abstain on the matter.

The Board of Directors has determined that an annual advisory vote on executive compensation is the best approach for the Company. In formulating its recommendation, the Board of Directors based this determination on a number of considerations, including the following:

An annual advisory vote on executive compensation is consistent with the Company's policy of welcoming input from, and engaging in discussions with, its stockholders on executive compensation and corporate governance matters on a regular basis. 

An annual advisory vote furthers our commitment to engaging with stockholders on compensation and maintaining high standards of corporate governance. 

An annual advisory vote on executive compensation will allow stockholders to provide input on the Company's compensation philosophy, policies and practices every year. 

An annual advisory vote provides the highest level of accountability to our stockholders. 

Stockholders may vote on their preferred frequency for voting on approval of executive compensation by selecting the option of 1 Year, 2 Years, 3 Years, or Abstain on the proxy card when voting on this Proposal 2. The option receiving the greatest number of votes will be considered the frequency approved by stockholders.

This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the Board of Directors. Although the vote is non-binding, the Board of Directors will take into account the outcome of the vote when making future decisions about the frequency of holding an advisory vote on executive compensation.

The Board recommends a vote for 1 YEAR as the frequency with which stockholders are asked to provide an advisory vote on the compensation of the Company's NEOs.

PROPOSAL 3 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 3 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 2017 and beyond.

We encourage stockholders to review the Compensation Discussion and Analysis section, which discusses our compensation policies and programs for 2016. For 2016, 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.

EXECUTIVE OFFICERS

The executive officers of the Company are generally appointed by the Board annually and are currently as follows:

	Name						Age				Position
Sandeep Mathrani							52		Chief Executive Officer
Michael B. Berman							57		Executive Vice President and Chief Financial Officer
Shobi Khan							49		Executive Vice President and Chief Operating Officer
Alan J. Barocas							66		Senior Executive Vice President, Leasing
Marvin J. Levine							65		Executive Vice President and Chief Legal Officer
Richard S. Pesin							51		Executive Vice President, Anchors, Development and Construction
Tara L. Marszewski							35		Senior Vice President and Chief Accounting Officer

Please see the "Proposal“Proposal 1: Election of Directors"Directors” section for biographical information concerning Mr. Mathrani.

Biographical information concerning the rest of our executive officers is set forth below.

Michael B. Berman, 57, joined GGP in December 2011 and currently serves as Executive Vice President and Chief Financial Officer. 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 and a member of the Board of Directors of Brixmor Property Group, Inc. 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.

Shobi Khan, 49, joined GGP in June 2011 and currently serves as Executive Vice President and Chief Operating Officer. As Chief Operating Officer, Mr. Khan's oversight includes asset management, investments, joint-venture partnerships, and day-to-day operations. From December 2010 until he joined GGP, Mr. Khan served as U.S. chief investment officer at Bentall Kennedy, one of North America's largest real estate investment advisors, where he held direct responsibility for U.S. investment activity and served on the company's management group and investment committees. Prior to Bentall Kennedy, Mr. Khan was senior vice president of investments at Equity Office Properties Trust ("EOP"). During his 11 years at EOP, he led the underwriting of $16 billion in office REIT mergers and was involved with EOP'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. Before joining Katz Hollis, he was with Arthur Andersen LLP in San Francisco, where he was responsible for various real estate consulting engagements. 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 ICSC.

Alan J. Barocas, 66, joined GGP in January 2011 and currently serves as Senior Executive Vice President of Leasing. Mr. Barocas was the principal of Alan J Barocas and Associates, a retail real estate consulting group that he founded in May 2006, specializing in assisting retailers, developers and investment groups in the development, execution and assessment of their growth and investment strategies. Prior to May 2006, Mr. Barocas spent 25 years at Gap, Inc., the last 20 of which he held various executive positions in its real estate department including as Senior Vice President of Real Estate and Construction from October 2000 until his departure from Gap, Inc. in 2006. Mr. Barocas was a past trustee of ICSC. In January 2007, Mr. Barocas was named to the Board of Directors of

Michael B. Berman, 59
Mr. Berman joined GGP in December 2011 and currently serves as Executive Vice President and Chief Financial Officer. 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.
Shobi Khan, 51
Mr. Khan joined GGP in June 2011 and currently serves as President and Chief Operating Officer. As Chief Operating Officer, Mr. Khan’s oversight includes asset management, investments, joint-venture partnerships, marketing, and day-to-day operations. From December 2010 until he joined GGP, Mr. Khan served as U.S. chief investment officer at Bentall Kennedy, one of North America’s largest real estate investment advisors, where he held direct responsibility for U.S. investment activity and served on the company’s management group and investment committees. Prior to Bentall Kennedy, Mr. Khan was senior vice president of investments at Equity Office Properties Trust (“EOP”). During his 11 years at EOP, he led the underwriting of $16 billion in office REIT mergers and was involved with EOP’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. Before joining Katz Hollis, he was with Arthur Andersen LLP in San Francisco, where he was responsible for various real estate consulting engagements. Mr. Khan holds an M.B.A. from the University of Southern California and a bachelor’s degree from the University of California at Berkeley. He is an active member of ICSC.
Alan J. Barocas, 68
Mr. Barocas joined GGP in January 2011 and currently serves as Senior Executive Vice President of Leasing. Mr. Barocas was the principal of Alan J Barocas and Associates, a retail real estate consulting group that he founded in May 2006, specializing in assisting retailers, developers and investment groups in the development, execution and assessment of their growth and investment strategies. Prior to May 2006, Mr. Barocas spent 25 years at Gap, Inc., the last 20 of which he held various executive positions in its real estate department including as Senior Vice President of Real Estate and Construction from October 2000 until his departure from Gap, Inc. in 2006. Mr. Barocas also serves on the Board of Directors of Stage Stores, Inc., since 2007. Mr. Barocas received a B.S. in Business Administration from the University at Albany.

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Stage Stores, Inc. Mr. Barocas received a B.S. in Business Administration from the University at Albany.

Marvin J. Levine, 65, joined GGP in January 2011 and currently serves as Executive Vice President and Chief Legal Officer. From 2002 until he joined GGP, he served as Of Counsel to Wachtel, Masyr & Missry, LLP. From 2000 through 2001 he served as partner of Husch Blackwell LLP. From 1994 until 1999 he served as a partner and member of the management committee of Wachtel, Masyr & Missry, LLP. Mr. Levine received a B.S. from Lehigh University and a J.D. from New York University.

Richard S. Pesin, 51, 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, 35, 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.

Marvin J. Levine, 67
Mr. Levine joined GGP in January 2011 and currently serves as Executive Vice President and Chief Legal Officer. From 2002 until he joined GGP, he served as Of Counsel to Wachtel, Masyr & Missry, LLP. From 2000 through 2001 he served as partner of Husch Blackwell LLP. From 1994 until 1999 he served as a partner and member of the management committee of Wachtel, Masyr & Missry, LLP. Mr. Levine received a B.S. from Lehigh University and a J.D. from New York University.
Richard S. Pesin, 53
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, 37
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.

EXECUTIVE COMPENSATION

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

        Our

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. At the 2014 Annual Meeting of Stockholders, our stockholders, on an advisory basis, approved the compensation of our named executive officers ("NEOs") with approximately 89% of the votes being cast in favor. The Compensation Committee reviewed these results and decided to continue the key elements of our executive compensation policies.

        Over the past several years, we revised or adopted several policies to further align our policies with good governance practices. Specifically, we revised our Insider Trading Policy to prohibit hedging, implemented a Clawback Policy covering incentive compensation paid to executive officers and added guidelines on executive stock ownership to our Corporate Governance Guidelines. These efforts are designed to provide for the management of the Company for the long-term benefit of our stockholders.

This Compensation Discussion and Analysis (“CD&A”) discusses the 2016 compensation policies and decisions relatingrelated to our NEOs for 2014. This discussionNamed Executive Officers (“NEOs”) and should be read together with the NEO compensation tables for the NEOs that can be found in this Proxy Statement following this discussion.

Statement. For purposes of this Proxy Statement, our 2016 NEOs for 2014 include the following individuals, each of whom started with the Company in 2011:

•

Sandeep Mathrani, Chief Executive Officer;

•

Michael B. Berman, Executive Vice President and Chief Financial Officer;

•

Shobi Khan, Executive Vice President and Chief Operating Officer;

•

Alan Barocas, Senior Executive Vice President, Leasing; and

•

Richard Pesin, Executive Vice President, Anchors, Development and Construction.

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2016 Performance Highlights

During 2016, GGP completed several transactions and achieved operational goals that promote our long-term strategy and enhance the quality of Contentsour overall portfolio. Highlights include (figures shown represent our proportionate share):

10.1% increase of initial rental rates for signed leases that commenced in 2016, on a suite-to-suite basis when compared to the rental rate for expiring leases;

•	96.5% total occupancy* at December 31, 2016;

$1.3 billion of projects under construction or in the pipeline that generate stabilized average returns of 7-9%;

the sale of interests in eight properties (i.e., five “B” shopping centers, two urban retail properties, and one non-core office tower) for total gross proceeds at share of $604.3 million, which resulted in a net gain of $132.1 million;

the sale of a 50% interest in Fashion Show located in Las Vegas, Nevada to a joint venture partner at a gross value of $2.5 billion, $1.25 billion at share, which resulted in a gain of $634.9 million at share;

the acquisition of interests in five properties (i.e., two urban retail properties, two anchor boxes, and our partner's ownership interest in a shopping center) for a total gross purchase price at share of $278.3 million; and

the acquisition of the remaining 50% interest in Riverchase Galleria in Hoover, Alabama for a gross purchase price of $143.5 million including the assumption of our venture partner's $110.3 million share of property level debt.

*Total occupancy represents, for all inline space and outparcel retail locations, excluding anchor stores and development space, the sum of (i) tenant occupied space under lease, (ii) tenants with a signed lease paying rent, but not yet open and (iii) tenants no longer occupying space, but still paying rent, divided by gross leasable area.

2016 Compensation Program Highlights

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

2016 Equity-Based Awards and 2017 Program Updates	Aligning Long-Term Incentives with Stockholder Interests 2016 Awards: In direct response to input from stockholders, and to provide a balanced market-competitive compensation package that reinforces the Company’s commitment to paying for performance, GGP introduced changes to awards granted under the Equity Plan for awards granted in 2016 for 2015 service. These changes include granting half of the value of NEOs' Equity Plan awards in the form of performance-vesting restricted stock or performance-vesting Restricted Stock-Like LTIP Units, with the other half delivered in time-vesting stock options or Stock Option-Like LTIP Units. Adding another performance-vesting component to Equity Plan awards aligns our executive compensation program with stockholder interests. 2017 Updates: The Company further refined the time-vesting component of each NEO's equity award in 2017 for 2016 service in response to stockholder feedback. As a result, in 2017 each NEO received 50% of the value of his Equity Plan award as restricted stock or Restricted Stock-Like LTIP Units, rather than stock options or Stock Option-Like LTIP Units.

What We Do
ü				Do link pay to performance by rewarding NEOs based on the value they create for the Company and stockholdersEquity Award Components
üAwarded in 2015 for 2014 Service	Awarded in 2016 for 2015 Service	Do put pay at risk based on performance—over 90% of our CEO's pay and at least 75% of each NEO's pay is at-risk based on performanceAwarded in 2017 for 2016 Service
NEO's choice of time-vesting: ü– Restricted stock – Stock options – Restricted Stock-Like LTIP Units – Stock Option-Like LTIP Units	– NEO's choice of performance-vesting restricted stock or performance-vesting Restricted Stock-Like LTIP Units (50%)	Do set meaningful performance goals at the beginning– NEO's choice of each performance periodperformance-vesting restricted stock or performance-vesting Restricted Stock-Like LTIP Units (50%)
	ü– NEO's choice of time-vesting stock options or time-vesting Stock Option-Like LTIP Units (50%)		Do require significant– NEO's choice of time-vesting restricted stock ownership by our NEOs
ü		Do permit clawbacks of compensation from NEOs in the event of certain financial restatements
ü		Do limit perquisitesor time-vesting Restricted Stock-Like LTIP Units (50%)

Key 2016 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 2016. Except for Mr. Khan, none of the NEOs have received a base salary increase since they joined GGP. 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. Annual Cash Incentive On the basis of the assessment discussed below, the Compensation Committee awarded Mr. Mathrani a cash award of $3,000,000, representing 100% of his target cash award; Messrs. Berman, Barocas and Pesin a cash award of $750,000 representing 100% of their target cash awards; and Mr. Khan a cash award of $1,000,000, representing 133% of his target cash award. Long-Term Incentives under the Equity Plan As stated above, GGP recently introduced changes to awards granted under the Equity Plan in direct response to stockholder feedback. In February 2016, each NEO received his equity award for 2015 performance in the form of 50% Stock Option-Like LTIP Units and 50% performance-vesting Restricted Stock-Like LTIP Units. The grant date values of these awards ranged from approximately $1,750,000 to $8,500,000. In January 2017, each NEO received his equity award for 2016 performance in the form of 50% time-vesting restricted stock or Restricted Stock-Like LTIP Units and 50% performance-vesting restricted stock or Restricted Stock-Like LTIP Units. The grant date values of these awards ranged from approximately $600,000 to $8,000,000.

2016 Say-on-Pay Vote, Stockholder Outreach, and Executive Compensation Changes

At our 2016 annual stockholders' meeting, approximately 48% of the votes cast were in favor of the advisory resolution to approve our Company's executive compensation program. This level of support was a significant decline from the 2015 vote, when over 89% of the votes cast were in favor of this proposal. In connection with our 2016 say-on-pay vote, the Company conducted an extensive stockholder outreach campaign to better understand our stockholders’ concerns.

Members of our management team and/or the Chair of our Compensation Committee discussed executive compensation and governance issues with 15 of our largest stockholders. These stockholders represent approximately 40% of GGP’s outstanding shares, excluding the shares owned by Brookfield. Given the consistency of what we heard from these discussions, we believe the views of these stockholders are reflective of our broader stockholder base. Concerns were voiced about Mr. Mathrani's 2015 employment agreement, but investors appreciated the 2016 changes to the compensation program. The chart below illustrates the changes we made to our compensation program in response to stockholder feedback.

			What We Don't Do
cHeard			No compensation strategies that focus pay on short-term results to the detriment of long-term goalsHow We Responded
cn	Oppose excise tax gross-ups in employment agreements.	No incentives that encourage excessively risky behaviorþ	Our Compensation Committee adopted a formal policy prohibiting excise tax gross-ups in future NEO employment agreements.
cn	Oppose guaranteed minimum bonuses.	No tax gross upsþ	Our Compensation Committee adopted a formal policy prohibiting guaranteed minimum bonuses in future NEO employment agreements.
cn	Desire performance-based component in future equity awards.	No discounted stock options, stock option reloads, or stock option repricing (except in connection with certain corporate transactions such as spin-offs and stock splits), without stockholder approvalþ	Our Compensation Committee adopted a formal policy that future NEO equity awards will not be 100% time-vesting.
cn	Prefer stock-based awards over stock option-based awards.	No speculative trading, hedging, or derivatives transactionsþ	Awards granted in Company stock is permitted by employees
c		No separate benefit plans2017 for NEOs—NEOs participate2016 performance were in the same benefit plans available to other fulltime employees
c		No benchmarking executive compensation to target compensation above the medianform of our comparative peer group
c		No evergreen provisions in our equity planrestricted stock and Restricted Stock-Like LTIP Unit awards.

2014 Performance Highlights

        In 2014, we achieved, and in some cases surpassed, our original expectations for performance:

•

We expected




The Company FFO per share of $1.29 at the midpoint—we reported $1.32;



•

We expected same store NOI growth of 4%is committed to 4.5%—we generated 4.5%;



•

We expected Company EBITDA growth over 4%—we generated 4.9%;



•

We expected permanent occupancy to increase to 93% by year-end—we achieved our target; and



•

We expected suite-to-suite lease spreads of 8% to 10%—we generated over 18%.

        Total sales, excluding anchors, increased 2.8% on a trailing 12-month basis ending December 2014 and increased 5.4% during the 4th quarter. We expected sales to be in the 3% to 5% range by year-end 2014—the actual results turned out to be at the high end of the range.

        Our outlook for 2014 was based on a strong conviction that high-quality retail properties, supported by a committed team of individuals, would continue to deliver strong results. Our results prove the premise. Today, sales per square foot are approximately $570.

Compensation Policies and Objectives

        The primary goal of our executive compensation program is to attract, motivate and retain executives who possess the high quality skills and talent necessary to lead and, where appropriate,

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transform our business. 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. The Compensation Committee has established the following objectives of our executive compensation policies:

        Total Compensation Should Be Competitive.    Competitiveness of the Company's compensation is a significant factor considered in establishing the Company's executive compensation. 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 the peer group data. The Compensation Committee does not "benchmark" GGP's executive compensation levels, particularlyengaging with stockholders on an individual basis, but rather evaluates overall pay in aggregate across the executive team. As described below, the peer group data is only a reference point taken into account by the Compensation Committee in determining compensation decisions.

        Alignment of Interests with the Company's Stockholders.    The Compensation Committee seeks to align compensation with business strategies focused on long-term growth and sustained stockholder value. Additionally, the Compensation Committee places a large portion of the NEOs' pay "at risk" and dependent upon the achievement of specific corporate and individual performance goals. 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.ongoing basis. The Company pays higher compensation when goals are exceeded and lower compensation when goals are not met.

        Compensation Must Be Commensurate withhopes having an ongoing dialogue will facilitate a closer alignment between the Employee's Value to the Company.    Total compensation is higher for individuals with greater responsibility and greater ability to influence the Company's achievement of targeted results and strategic initiatives. Ideally, as position and responsibility increases, the proportion of an executive officer's total compensation that is based on Company performance objectives increases, while the proportion based on individual performance decreases.

        Compensation Must Be Transparent.    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 $12,200,000 for Mr. Mathrani in 2016. 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.

CEO Total Direct Compensation - 3 Year Comparison (Excluding One-Time Employment Agreement Award)
Base Salary			Annual Cash Incentive Compensation			Long-Term Equity Incentive Compensation
2014	2015	2016	2014	2015	2016	2014	2015	2016
$1,200,000	$1,200,000	$1,200,000	$3,000,000	$3,000,000	$3,000,000	$10,000,000	$8,500,000	$8,000,000
0% Growth			0% Growth			Decreased 20% since 2014

Aligning Pay with Performance

Pay-for-performance is intendedfundamental to be transparentour 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 easily identifiable.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, 2016.

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 2016 performance consisted of base salary, annual incentives, and long-term incentives. Our compensation programs are designed to link pay and performance.

Program Design:

90% of the 2016 total direct compensation delivered to Mr. Mathrani and between 64%-84% delivered to the other NEOs 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 2016 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	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.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"“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'sofficer’s appointment to his or her position.

Title		Multiple of Base Salary			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—“Corporate Governance - Important Governance Policies"Policies” in this Proxy Statement.

Clawback Policy.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.

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Determining Compensation

Role of the Compensation Committee Process.

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 2014.

2016.

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.Resources Department and Willis Towers Watson

The Company'sCompany’s Human Resources Department researches and compiles market compensation data as directed by the Compensation Committee. In 2014,2016, 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. TheWith the help of Willis Towers Watson, the data was collected from the peer group's 2013group’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 2016, 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.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'executives’ relative performance compared to their objectives in light of business conditions and developments during the year.

The 2016 peer group, determined by the Compensation Committee, is comprised of companies in the retail (mall(regional shopping center focused) sector classification of real estate companies and comparably-sized (primarily based on market capitalization or revenue)capitalization) companies in other sectors of the public real estate industry. The peer group consists of many of the largest publiccertain REITs including other companies in the S&P 500.500, as well as Taubman Centers, Inc. and Westfield Group. 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.

        The companies below comprised the peer group for 2014.

2016 Peer Group Companies
•l AvalonBay Communities, Inc.		•l Prologis, Inc. Public Storage
•l Boston Properties, Inc.		•l Public Storage
• Equity Residential		• Simon Property Group, Inc.
•l HCP, Inc. Equity Residential		•l Taubman Centers, Inc.
•l Health Care REIT,HCP, Inc.		•l Ventas, Inc.
•l Host Hotels and Resorts, Inc.		•l Vornado Realty Trust
•l Kimco Realty Corp.		•l Westfield Group Welltower, Inc.
•l The Macerich Company	l Westfield Group
l Prologis, Inc.

        Based on the comparative analysis performed by the Compensation Committee, the aggregate annual compensation paid to Mr. Mathrani fell between the median and 75^th percentile of the peer group. Likewise, aggregate annual compensation paid to our other four NEOs as a group fell between the median and 75^th percentile of the peer group.

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The Compensation Committee considered the market data and the objectives of the executive compensation program described above and concluded that the payments of cash and grants of incentive awards to the NEOs for 20142016 discussed below under "Elements“Elements of Compensation"Compensation” and the payments of cash and grants of incentive awards made to the other executive officers for 20142016 were reasonable and consistent with the Company'sCompany’s philosophy and policies.

        Role of Mr. Mathrani in Establishing Compensation.    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 participated in meetings of the Compensation Committee to provide this information.

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 90% of our CEO’s pay and at least 64% of each NEO’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.

Key Elements of our 2016 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 or Time-vesting Restricted Stock-Like LTIP Units	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 or Performance-vesting Restricted Stock-Like LTIP Units	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'sCompany’s business strategy. The Committee considers all elements of the Company'sCompany’s executive compensation program holistically rather than each compensation element individually.

•

Base salary is designed to provide a minimum level of guaranteed pay.

•

Short-term incentives under the Incentive Compensation Plan reward short-term operating and financial performance.

•

Long-term incentives under the 2010 Equity Plan are designed to align management interests with the interests of the Company's stockholders and reward continued excellence and long-term growth.

        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:

•

the 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;



•

the experience of the officer within our industry and at the Company;



•

performance of the named executive officer and his or her contribution to the Company;



•

the Company's financial budget and general level of wage increases throughout the Company for the coming year;



•

a review of historical compensation information for the individual officer;



•

a subjective determination of the compensation needed to motivate and retain that individual;



•

the recommendations of the Chief Executive Officer; and



•

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 these purposes.

An officer'sofficer’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'sofficer’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'sofficer’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

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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 named executive officers,NEOs, although, the Compensation Committee 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'sexecutive’s level within our organization. At the more senior levels, less of an officer'sofficer’s total compensation is fixed and more is variable (i.e.(i.e., in the form of performance-based cash bonusesawards and long-term equity awards). A

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 percentagepart 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 for our NEOs for 2014 was composed of time-vesting equity awards forCompensation Committee has established the following reasons: (i) we believe that the interests of these executives should be closely aligned with the interests of our stockholders; (ii) we want these individuals to maintain a long-term focus for the Company; and (iii) this type of pay arrangement is generally consistent with theexecutive compensation practices of our peer companies.

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.

2016 Compensation Decisions

Base Salary.Salary

Base salary amounts are based on an evaluation of each executive officer'sofficer’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 2013, 2014,2015, 2016, and 20152017 were not increased from the amounts set in 2011.2011, except for Mr. Khan who 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 2015 and 2016 base salaries for each NEO are as follows:

Name		Base Salary
Base Salary					Base Salary
NEO					2015	2016	% Change
Sandeep Mathrani		$	1,200,000		$1,200,000		0%
Michael B. Berman		$	750,000		$750,000		0%
Shobi Khan		$	750,000		$750,000		0%
Alan J. Barocas		$	750,000		$750,000		0%
Richard S. Pesin		$	750,000		$750,000		0%

Incentive Compensation Plan.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 bonuscash award opportunity and a maximum opportunity that shall not exceed two times the target amount. NoneWith the exception of Mr. Mathrani, none of our NEOs were eligible for a guaranteed bonuscash award for performance in 2014. 2016. Mr. Mathrani’s employment contract guaranteed Mr. Mathrani a minimum cash award of $2,000,000 for each of the 2015 and 2016 calendar years; no minimum bonus is guaranteed in 2017 or beyond.

The following table shows the target annual

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incentive bonuscash award for 20142016 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.

Name		Target Annual Bonus (as a % of Salary)			Target Annual Bonus Amount ($)			Annual Bonus Received (as a % of Salary)			Amount of Bonus Received ($)
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 2016 Cash Award Received
Sandeep Mathrani			125	%		1,500,000			250	%		3,000,000		250%	$3,000,000	250%	$3,000,000
Michael B. Berman			100	%		750,000			100	%		750,000		100%	$750,000	100%	$750,000
Shobi Khan			100	%		750,000			100	%		750,000		100%	$750,000	133%	$1,000,000
Alan J. Barocas			100	%		750,000			100	%		750,000		100%	$750,000	100%	$750,000
Richard S. Pesin			100	%		750,000			100	%		750,000		100%	$750,000	100%	$750,000

In February 2014,2016, the Compensation Committee established objectives for Mr. Mathrani for 2014.2016. The following discussion identifies the objectives and describes the progress that was made in achieving those objectives during 2014. As described below, the2016. The Compensation Committee assessed the achievement of these objectives in November 2014; therefore the discussion below for certain of the objectives includes progress toward achieving the objectives at that point in time and the forecast of achieving certain objectives through year end 2014.January 2017. 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.

Our 2016 operating objectives included achieving (i) increasing mall portfolio permanent occupancy to 93%; (ii) achieving initial suite-to-suite lease spreads of at least 8%9.0% for leases commencing in 20142016 and 2015; (iii) by year-end 2014, signing or approving at least 5 million square feet(ii) total occupancy of leases commencing in 2015; and (iv) creating cost efficiencies leading to annualized savings of $10 million in net G&A. Each operating objective was met or exceeded. Permanent occupancy reached 93%; suite-to-suite96.5%. Suite-to-suite lease spreads on leases commencing in 20142016 were 10.1%, exceeding the target, and 2015 were approximately 16.2%; approximately 6.6total occupancy was 96.5% with 9.4 million square feet of 2015 lease commencements were signed or approved prior to December 31, 2014; and net G&A savings for 2014 were $12.5 million.

leased, achieving the target.

Our 2016 financial performance objectives included achieving (i) achieving EBITDA of at least $2.1$2.210 billion; (ii) FFO of $1.450 billion (adjusted to $2.07 billion as a result of dispositions) and (ii) achieving(iii) FFO per share of at least $1.30. Both financial performance objectives were exceeded.$1.51. For 2016, EBITDA for 2014 was $2.09$2.218 billion, exceeding the target; FFO was $1.471 billion, exceeding the target; and FFO per share was $1.32.

$1.53, exceeding the target. 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, 2016.

Our 2016 corporate objectives included (i) selling and/or recapitalizingidentifying redevelopment opportunities for $30-$40 million at share of incremental NOI annually; (ii) identifying at least $1$1.0 billion in net proceeds from property related transactions; (ii) facilitating retailer/consumer same-day delivery and/or pick-up;dispositions and sales of joint venture interests; (iii) establishing aupdating succession plan for the seniorplans; and (iv) identifying at least $500 million in value creating opportunities. In 2016, management team. Eachidentified development opportunities expected to result in incremental NOI of these objectives was met or exceeded. In 2014, Management successfully led efforts to generate $1.175between $30-$41 million annually through 2020; closed on approximately $2.0 billion in proceeds from property related transactions; to expand same-day delivery to additional mall locationsdispositions and retailers—12 malls now offer the service and more than 105 retailers have signed up to participate; and to develop asales of joint venture interests; updated succession planplans for each member of the senior management team that was reviewed byteam; and identified $562 million in value creation through acquisitions, development projects, solar projects and share repurchases.

The Compensation Committee assessed Mr. Mathrani’s performance based on the Board.

        In assessing Mr. Mathrani's achievement ofprogress towards achieving the established objectives for 2014, the Compensation Committee determined that Mr. Mathrani accomplished each of his objectives. On the basis ofset forth above. Based on the assessment described above, the Compensation Committee awarded Mr. Mathrani a bonuscash award of $3,000,000, representing 200%100% of his target bonus,cash award, which target bonuscash award represents 125%250% of his base salary for 2014.

2016.

With the input of Mr. Mathrani, the Compensation Committee also reviewed the performance of the Company'sCompany’s other executive officers, including the other NEOs, against the same set of objectives listed above, to the extent applicable to the executive officer:

•

Mr. Berman had his performance assessed againstofficer, as summarized below.

Incentive Compensation Plan - NEO Objectives
NEO	2016 Objectives
Michael B. Berman	EBITDA, FFO, FFO per share, and succession planning
Shobi Khan	EBITDA, FFO, FFO per share, identifying value creation, succession planning, and dispositions
Alan J. Barocas	EBITDA, FFO, FFO per share, identifying value creation, succession planning, total occupancy and suite-to-suite lease spreads
Richard S. Pesin	EBITDA, FFO, FFO per share, redevelopment pipeline, identifying value creation, and succession planning

Based on the EBITDA, FFO, Cost Efficiencies, Property Related Transactions, and Succession Planning objectives.

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•

Mr. Barocas had his performance assessed against the Permanent Occupancy, Suite-to-Suite Lease Spreads, Lease Commencements, EBITDA, FFO, Cost Efficiencies, and Succession Planning objectives.



•

Mr. Khan had his performance assessed against the EBITDA, FFO, Cost Efficiencies, Property Related Transactions, Customer Experience and Succession Planning objectives.



•

Mr. Pesin had his performance assessed against the EBITDA, FFO, Cost Efficiencies, and Succession Planning objectives.

        On the basisassessment of the assessments of the goals and achievements described above, the Compensation Committee awarded each of Messrs. Berman, Khan, Barocas and Pesin a bonuscash award of $750,000, representing 100% of their target bonus,cash award, which target bonuscash award represents 100% of their base salary for 2014.

        Equity Awards.2016. The Compensation Committee awarded Mr. Khan a cash award of $1,000,000, representing 133% of his target cash award, which target cash award represents 100% of his base salary for 2016.

Long-Term Incentive Awards

On October 27, 2010, the Company adopted the form of the 2010 Equity Plan, which provides for grants of stock-based awards and performance-based compensation (the "Awards") 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'sCompany’s directors, officers and employees by providing them with a proprietary interest in the Company'sCompany’s long-term success or compensation based on the attainment of performance goals.

        The objectives of the Company's long-term incentive compensation program are to:

•

reward achievement over a multi-year period;

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.

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

•

provide a retention mechanism through multi-year vesting.

The Committee oversees grants of long-term incentives. A target long-term incentive award value is established for each executive as a component of total compensation.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'sexecutive’s experience, level of responsibility within the Company and internal and external equity considerations.

        The equity awards align our NEOs with stockholder interests because

2017 Awards for 2016 Performance under the equity awards increase in value as our share price appreciates. The multi-year vesting of our equity awards also serves as a retention incentive for our executives.

Equity Plan

In January 2015,2017, upon review of the objectives described above for determining awards under the Incentive Compensation Plan, the Committee granted each of our NEOsNEO an equity award for 2014 performance. The Committee provided each NEO the choice2016 performance comprised of receiving,(i) at each NEO'sNEO’s election, his award in the form50% of restricted stock, stock options, LTIP Units, or option-like LTIP Units. Each NEO elected to receive LTIP Units. "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. LTIP Units are designed to offer executives a long-term incentive comparable to restricted stock. 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 special tax rules applicable to profits interests. Until and unless such parity is reached, the value that an NEO will realize for a given number of vested LTIP Units is less than 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.

Performance-vesting restricted stock and performance-vesting Restricted Stock-Like LTIP Units: These awards provide an equalincentive 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 of common stock. Assuming certain conditions are met, LTIP Units are convertible at the electionearned depends on how GGP performs relative to peers and on an absolute basis versus pre-established performance goals. To maximize alignment with stockholders, 75% of the holder into an equivalent number of common unitsperformance-vesting awards vest based on how GGP’s TSR performs relative to its peers and relative to pre-established total return goals. The final 25% of the Operating Partnership ("OP Units"), whichperformance-vesting awards vest based on GGP’s FFO per diluted share performance. Weightings are redeemable bybased on the holder for approximately one

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common share of the Company or the cashgrant date fair value of such shares, at the Company's option. LTIP Units will receive the same distributions as an OP Unit.

each award. The following table shows each NEO's equity incentive award for 2014 performance granted in January 2015. Noneprovides a summary of our NEOs were granted equity awards in 2014.

the performance-vesting restricted stock and performance-vesting Restricted Stock-Like LTIP Unit awards. Payouts between threshold and target are calculated using straight-line interpolation.

Name				Long-Term Equity Incentive Award (#)(1)
Sandeep Mathrani			343,997	Awards Performance-Vesting Restricted Stock and Restricted Stock-Like LTIP Units
Michael B. Berman Performance Measure	Weighting	Threshold (50% payout)	85,999 Target (100% payout)	Above Target (100% payout and potential for discretionary award*)
Shobi Khan Relative TSR (FTSE NAREIT Equity REIT Index)	25%	25th percentile	77,399 50th percentile	> 50th percentile
Alan J. Barocas Relative TSR (FTSE NAREIT Retail REIT Index)	25%	25th percentile	60,200 50th percentile	> 50th percentile
Richard S. Pesin Absolute TSR	25%	3% CAGR	60,2007% CAGR	> 7% CAGR
FFO per diluted share	25%	3% CAGR	7% CAGR	> 7% CAGR

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* Additional awards for above target performance may be granted at the discretion of the Compensation Committee.

(1)

Each executive received an award of

Time-vesting restricted stock and Restricted Stock-Like LTIP Units: These awards help the Company retain executives and focus attention on long-term performance. Restricted Stock and Restricted Stock-Like LTIP Units on January 6, 2015 that vestsvest ratably over four years in 25% increments beginning(25% of award vests on the firsteach anniversary of the date of grant. award date).

The number offollowing 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
Alan J. Barocas	$	300,000		11,825		$	300,000		16,676		$	600,000
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. Mr. Barocas elected to receive restricted stock and performance-vesting restricted stock.

(2)

Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. 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 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 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.

2016 Grant for 2015 Performance

In February 2016, upon review of pre-established objectives for determining awards under the Incentive Compensation Plan, the Committee granted to each executive was based onNEO an LTIP Unitequity award for 2015 performance comprised of (i) at each NEO’s election, 50% of the value of $29.07the 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 stock options or Stock Option-Like LTIP Units. All NEOs elected to receive performance-vesting Restricted Stock-Like LTIP Units and Stock Option-Like LTIP Units. The following table shows each NEO’s equity incentive award for 2015 performance granted on the date of grant.February 18, 2016.

2014

February 2016 Equity Awards for 2015 Performance
NEO	Time-Vesting Awards					Performance-Vesting Awards					Total Value of Units Granted
	Value of Stock Option-Like LTIP Units (1)			Number of Stock Option-Like LTIP Units Granted (2)		Value of Units (1)			Aggregate Number of Units Granted (3)
Sandeep Mathrani	$	4,250,000		834,542		$	4,250,000		257,944		$	8,500,000
Michael B. Berman	$	1,250,000		245,454		$	1,250,000		75,867		$	2,500,000
Shobi Khan	$	1,500,000		294,544		$	1,500,000		91,038		$	3,000,000
Alan J. Barocas	$	875,000		171,817		$	875,000		53,106		$	1,750,000
Richard S. Pesin	$	875,000		171,817		$	875,000		53,106		$	1,750,000

(1)

Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The grant date fair value for Stock Option-Like LTIP Units was calculated using Black-Scholes and assumes volatility of 25%, an annual dividend yield of 3.07%, a risk-free investment rate of 1.52%, and an expected term of 6.25 years. NEOs only receive value from Stock Option-Like LTIP Units to the extent the Company's stock price at the time of conversion exceeds the stock price on the date of grant. Grant date fair values for Restricted Stock-Like LTIP Units that vest on achievement of Relative Equity REIT TSR, 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 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 0.86%. The grant date fair value for LTIP Units that vest on achievement of FFO targets is equal to the closing price of the Company's common stock on the date of grant, adjusted for the conversion ratio of OP Units to common stock and revaluation risk of LTIP Units. For Stock Option-Like LTIP Units, a distribution equal to10% of the dividend is paid currently, and executives receive value only if the stock price increases from the closing price of the Company's common stock on the date of grant.

(2)	Pursuant to the terms of the Equity Plan, option awards and 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. The number of units presented reflects these adjustments.

(3)	Amounts represent 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 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.

2016 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'sNEO’s salary, bonus,cash award, and annual long-term equity incentive award value for services performed in 2014.2016. This table, in contrast to the Summary Compensation Table, on page 37, includes equity awards granted in 2015January 2017 for services performed in 2014.

Name		Salary ($)			Annual Cash Incentive Award ($)			Long-Term Equity Incentive Award Value ($)(1)			Total Compensation ($)
Sandeep Mathrani			1,200,000			3,000,000			9,999,993			14,199,993
Michael B. Berman			750,000			750,000			2,499,991			3,999,991
Shobi Khan			750,000			750,000			2,249,989			3,749,989
Alan J. Barocas			750,000			750,000			1,750,014			3,250,014
Richard S. Pesin			750,000			750,000			1,750,014			3,250,014

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2016 and excludes equity awards granted in February 2016 for services performed in 2015.

(1)

Total Compensation
NEO	Base Salary			Incentive Compensation Plan Award			Long-Term Incentive Award Value*			Total Compensation
Sandeep Mathrani	$	1,200,000		$	3,000,000		$	8,000,000		$	12,200,000
Michael B. Berman	$	750,000		$	750,000		$	2,500,000		$	4,000,000
Shobi Khan	$	750,000		$	1,000,000		$	3,000,000		$	4,750,000
Alan J. Barocas	$	750,000		$	750,000		$	600,000		$	2,100,000
Richard S. Pesin	$	750,000		$	750,000		$	1,750,000		$	3,250,000

* These amounts represent the grant date fair value of LTIP Unitthe equity awards granted on January 3, 2017 for 2016 performance, computed in January 2015 to eachaccordance with FASB ASC Topic 718. Each NEO received an award of our NEOs for services performed in 2014. Each LTIP Unit was valued at $29.07 on the date of grant. The awards vest over four years in 25% increments beginning on the first anniversary(i) half of the datetotal value of grant.such recipient’s equity grant as, at the election of each recipient, either (a) time-vesting restricted stock or (b) time-vesting Restricted Stock-Like LTIP Units and (ii) half of the total value of such recipient's equity grant as, at the election of each recipient, either (a) performance-vesting restricted stock or (b) performance-vesting Restricted Stock-Like LTIP Units. Messrs. Mathrani and Berman elected to receive time-vesting restricted stock and performance-vesting Restricted Stock-Like LTIP Units. Messrs. Khan and Pesin elected to receive time-vesting Restricted Stock-Like LTIP Units and performance-vesting Restricted Stock-Like LTIP Units. Mr. Barocas elected to receive time-vesting restricted stock and performance-vesting restricted stock.

Equity Grant Practices

We prohibit insider trading and require pre-clearance by the Company'sCompany’s Chief Legal Officer or Corporate Secretary in connection with any purchase, sale or similar transaction to be made in any of the Company'sCompany’s securities by directors, or 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 below with respect to Mr. Mathrani'sMathrani’s initial grant of options in 2010 when GGP was private, the exercise price of each stock option awarded under

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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'sCompany’s Clawback Policy described above.

Retirement Benefits

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

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 have the option to 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 very limited circumstances, the Company'sCompany’s executive officers do not receive perquisites or other benefits that are not available to all of the Company'sCompany’s employees. In connection with his retention, Mr. Mathrani became eligible for reimbursement of relocation expenses, in the maximum amount of $350,000 incurred through December 31, 2012, for which Mr. Mathrani was reimbursed for less than $210,000 total. See the "Summary“All Other Compensation Table"Table” below for more information on perquisites and relocation expense reimbursement.

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'sCompany’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'sGGP’s Annual Report on Form 10-K for the year ended December 31, 2014.

2016.

J. Bruce Flatt (Chair)

Mary Lou Fiala

John K. Haley

Daniel B. Hurwitz

COMPENSATION TABLES

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Summary Compensation Table

The following table provides information on the compensation of the Company'sCompany’s NEOs for the fiscal years ended December 31, 2014, 2013,2016, 2015, and 2012.

Name and Principal Position		Year			Salary ($)			Non-Equity Incentive Plan Compensation ($)(1)			Stock Awards ($)			Option Awards ($)(3)			All Other Compensation ($)(5)			Total ($)
Sandeep Mathrani			2014			1,200,000			3,000,000			—	(2)		—			692,039			4,892,039
Chief Executive Officer			2013			1,200,000			3,000,000			—			17,322,000	(4)		580,608			22,102,608
			2012			1,200,000			2,000,000			—			—			1,016,358			4,216,358
Michael B. Berman			2014			750,000			750,000			—	(2)		—			27,084			1,527,084
Executive Vice President			2013			750,000			1,000,000			—			5,482,736	(4)		37,934			7,270,670
and Chief Financial Officer			2012			750,000			800,000			—			—			54,500			1,604,500
Shobi Khan			2014			750,000			750,000			—	(2)		—			14,750			1,514,750
Executive Vice President			2013			750,000			1,000,000			—			5,061,948	(4)		20,100			6,832,048
and Chief Operating Officer			2012			750,000			800,000			—			—			12,700			1,562,700
Alan J. Barocas			2014			750,000			750,000			—	(2)		—			14,750			1,514,750
Senior Executive Vice			2013			750,000			1,000,000			—			3,162,155	(4)		20,100			4,932,255
President, Leasing			2012			750,000			800,000			—			—			12,700			1,562,700
Richard S. Pesin			2014			750,000			750,000			—	(2)		—			16,750			1,516,750
Executive Vice President,			2013			750,000			1,000,000			—			3,162,155	(4)		16,800			4,928,955
Anchors, Development and Construction			2012			750,000			800,000			—			—			12,700			1,562,700

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2014.

(1)

Name and Principal Position		Year	Salary ($)	Non-Equity Incentive Plan Compensation ($)(1)	Stock Awards ($)(2)		Option Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
Sandeep Mathrani		2016	1,200,000	3,000,000	4,250,000		4,250,000		48,988		12,748,988
Chief Executive Officer		2015	1,200,000	3,000,000	35,000,000		—		47,574		39,247,574
		2014	1,200,000	3,000,000	—		—		692,039		4,892,039
Michael B. Berman		2016	750,000	750,000	1,250,000		1,250,000		14,216		4,014,216
Executive Vice President		2015	750,000	800,000	2,500,000		—		14,000		4,064,000
and Chief Financial Officer		2014	750,000	750,000	—		—		27,084		1,527,084
Shobi Khan		2016	750,000	1,000,000	1,500,000		1,500,000		14,216		4,764,216
President and Chief Operating Officer		2015	750,000	800,000	2,250,000		—		14,000		3,814,000
		2014	750,000	750,000	—		—		14,750		1,514,750
Alan J. Barocas		2016	750,000	750,000	875,000		875,000		14,216		3,264,216
Senior Executive Vice		2015	750,000	800,000	1,750,000		—		14,000		3,314,000
President, Leasing		2014	750,000	750,000	—		—		14,750		1,514,750
Richard S. Pesin		2016	750,000	750,000	875,000		875,000		14,216		3,264,216
Executive Vice President,		2015	750,000	800,000	1,750,000		—		14,000		3,314,000
Anchors, Development and		2014	750,000	750,000	—		—		16,750		1,516,750
Construction

(1)	Cash awards earned for 2016 were paid in February 2017. Cash awards earned for 2015 were paid in February 2016. Cash awards earned for 2014 were paid in January 2015. Cash awards earned for 2013 were paid in January 2014. See the “Compensation Discussion and Analysis” above for a description of the Company’s Incentive Compensation Plan.

(2)	Each NEO received an equity award in January 2017 for 2016 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”.

Each NEO received an award 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 cash bonuses earnedadjustment maintained the value of the awards and placed award recipients in a neutral position following payment of the dividend. Each NEO also received an award of performance-vesting Restricted Stock-Like LTIP Units in February 2016 for 2012 were paid2015 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 Berman, $2,056,497; Mr. Khan, $2,467,731; Mr. Barocas, $1,439,523; Mr. Pesin, $1,439,523.

Mr. Mathrani received a one-time award of time-vesting Restricted Stock-Like LTIP Units valued at $25,000,000 in December 2012January 2015, pursuant to the Incentive Compensation Plan. The cash bonuses earned for 2013 were paidhis employment agreement. This award cliff-vests on January 1, 2020.

Each NEO received an equity award of time-vesting Restricted Stock-Like LTIP Units in January 2014. The cash bonuses earned2015 for 2014 were paid in January 2015. See the "Compensation Discussion and Analysis" above for a description of the Company's Incentive Compensation Plan.

(2)

performance. None of our NEOs were granted equity awards in 2014.     Each NEO received an award of

Restricted Stock-Like LTIP Units are reported in January 2015 for 2014 performance. See the "Compensation Discussion and Analysis" above for additional information onStock Awards column. Stock Option-Like LTIP Units are reported in the equity incentive awards.

(3)

TheseOption Awards column. Equity award amounts represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of awards and options pursuant to the Company's 2010 Equity Plan.718. Assumptions used in the calculation of these amounts are included in the

footnote "Stock-Based“Stock-Based Compensation Plans"Plans” included in the Company'sCompany’s audited financial statements included in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2014.2016.

(4)

Each NEO received two equity incentive awards in 2013. The first award was granted on January 7, 2013 for 2012 performance. The second award was granted on November 12, 2013 for 2013 performance. The 2013 "Option Awards" amounts in the Summary Compensation Table equal the sum of both awards for each NEO. None of our NEOs were granted equity incentive awards in 2012.

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

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

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(5)

The following table describes the components of the "All Other Compensation" column for fiscal years 2012, 2013 and 2014:

All Other Compensation Table

Name		Year			401(k) Matching Contribution($)			Sum of Dividends on Restricted Stock($)			Relocation Expenses($)			Other($)			Total($)
Sandeep Mathrani			2014			13,000			600,000			—			79,039	(2)		692,039
			2013			12,750			480,000			—			87,858	(2)		580,608
			2012			12,500			836,000			108,365	(1)		59,493	(2)		1,016,358
Michael B. Berman			2014			13,000			12,334			—			1,750	(6)		27,084
			2013			12,750			17,834			—			7,350	(4)		37,934
			2012			12,500			41,800			—			200	(3)		54,500
Shobi Khan			2014			13,000			—			—			1,750	(6)		14,750
			2013			12,750			—			—			7,350	(4)		20,100
			2012			12,500			—			—			200	(3)		12,700
Alan J. Barocas			2014			13,000			—			—			1,750	(6)		14,750
			2013			12,750			—			—			7,350	(4)		20,100
			2012			12,500			—			—			200	(3)		12,700
Richard S. Pesin			2014			13,000			—			—			3,750	(7)		16,750
			2013			12,750			—			—			4,050	(5)		16,800
			2012			12,500			—			—			200	(3)		12,700

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(1)

These amounts represent the amount relocation expenses incurred by Mr. Mathrani that were reimbured pursuant to the terms of Mr. Mathrani's 2010 Employment Agreement.

(2)

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 $13,380 for 2014, $12,572 for 2013, and $10,914 for 2012. This amount also includes allocations to Mr. Mathrani in each of 2014, 2013, and 2012 for personal use of a car leased by the Company ($5,637, $5,669, and $5,669, respectively), utilization of an assistant's time for personal purposes in each of 2014, 2013, and 2012 ($58,272, $62,267, and $42,710, respectively), and dividends related to preferred stock of certain GGP REIT subsidiaries in 2014, 2013 and 2012 ($750, $850 and $200 respectively). Additionally, he was awarded preferred stock of certain GGP REIT subsidiaries valued at $1,000 in 2014 and $6,500 in 2013.

(3)

These amounts represent dividends related to preferred stock of certain GGP REIT subsidiaries.

(4)

Amount represents $850 of dividends related to preferred stock of certain GGP REIT subsidiaries and $6,500 from awards of preferred stock of certain GGP REIT subsidiaries.

(5)

Amount represents $550 of dividends related to preferred stock of certain GGP REIT subsidiaries and $3,500 from awards of preferred stock of certain GGP REIT subsidiaries.

(6)

Amount represents $750 of dividends related to preferred stock of certain GGP REIT subsidiaries and $1,000 from awards of preferred stock of certain GGP REIT subsidiaries.

(7)

Amount represents $750 of dividends related to preferred stock of certain GGP REIT subsidiaries and $3,000 from awards of preferred stock of certain GGP REIT subsidiaries.

Name					Year	401(k) Matching Contribution ($)	Sum of Dividends on Restricted Stock ($)		Relocation Expenses($)		Other ($)		Total ($)
Sandeep Mathrani					2016	13,250	—		—		35,738	(1)	48,988
					2015	13,250	—		—		34,324	(1)	47,574
					2014	13,000	600,000		—		79,039	(1)	692,039
Michael B. Berman					2016	13,250	—		—		966	(2)	14,216
					2015	13,250	—		—		750	(3)	14,000
					2014	13,000	12,334		—		1,750	(4)	27,084
Shobi Khan					2016	13,250	—		—		966	(2)	14,216
					2015	13,250	—		—		750	(3)	14,000
					2014	13,000	—		—		1,750	(4)	14,750
Alan J. Barocas					2016	13,250	—		—		966	(2)	14,216
					2015	13,250	—		—		750	(3)	14,000
					2014	13,000	—		—		1,750	(4)	14,750
Richard S. Pesin					2016	13,250	—		—		966	(2)	14,216
					2015	13,250	—		—		750	(3)	14,000
					2014	13,000	—		—		3,550	(5)	16,550

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(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 $15,658 for 2016, $14,460 for 2015 and $13,380 for 2014. This amount also includes allocations to Mr. Mathrani in each of 2016, 2015 and 2014 for personal use of a car leased by the Company ($19,114, $19,114 and $5,637 respectively), utilization of an assistant’s time for personal purposes in 2014 ($58,272), and dividends related to preferred stock of certain GGP REIT subsidiaries in 2016, 2015 and 2014 ($966, $750 and $750 respectively). Additionally, he was awarded preferred stock of certain GGP REIT subsidiaries valued at $1,000 in 2014.

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

(3)	Amount represents $750 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 and $1,000 from awards of preferred stock of certain GGP REIT subsidiaries.

(5)	Amount represents $550 of dividends related to preferred stock of certain GGP REIT subsidiaries and $3,000 from awards of preferred stock of certain GGP REIT subsidiaries.

Grants of Plan-Based Awards for Fiscal Year Ended 2014

2016

The following table provides information on incentive awards made to the NEOs in 2014.2016. These incentive awards were made pursuant to the Incentive Compensation Plan and the 2010 Equity Plan, which are described under "Compensation“Compensation Discussion and Analysis."” Actual amounts paid under the Incentive Compensation Plan for 20142016 are set forth in the Summary Compensation Table on page 37.

														All Other Stock Awards: Number of Shares of Stock or Units(#)			All Other Option Awards: Number of Securities Underlying Options(#)						Grant Date Fair Value of Stock and Option Awards($)
					Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
																				Exercise or Base Price of Option Awards($/Sh)
		Grant Date
Name					Threshold($)			Target($)			Maximum($)
Sandeep Mathrani
Option Grants under 2010 Equity Plan			—			—			—			—			—			—			—			—
Stock Grants under 2010 Equity Plan			—			—			—			—			—			—			—			—
Incentive Compensation Plan			—			—			1,500,000			3,000,000			—			—			—			—
Michael B. Berman
Option Grants under 2010 Equity Plan			—			—			—			—			—			—			—			—
Stock Grants under 2010 Equity Plan			—			—			—			—			—			—			—			—
Incentive Compensation Plan			—			—			750,000			1,500,000			—			—			—			—
Shobi Khan
Option Grants under 2010 Equity Plan			—			—			—			—			—			—			—			—
Stock Grants under 2010 Equity Plan			—			—			—			—			—			—			—			—
Incentive Compensation Plan			—			—			750,000			1,500,000			—			—			—			—
Alan J. Barocas
Option Grants under 2010 Equity Plan			—			—			—			—			—			—			—			—
Stock Grants under 2010 Equity Plan			—			—			—			—			—			—			—			—
Incentive Compensation Plan			—			—			750,000			1,500,000			—			—			—			—
Richard S. Pesin
Option Grants under 2010 Equity Plan			—			—			—			—			—			—			—			—
Stock Grants under 2010 Equity Plan			—			—			—			—			—			—			—			—
Incentive Compensation Plan			—			—			750,000			1,500,000			—			—			—			—

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Table.

(1)

Under the terms of the Incentive Compensation Plan, the percentage of each executive's target award payable is based on the corresponding percentage of Budget EBITDA Achieved (as defined in the Incentive Compensation Plan) in the chart below.

		Percentage of Budget EBITDA Achieved			Percentage of Target Award
Threshold			90	%		0	%
Target			100	%		100	%
Maximum			³110	%		200	%

Name					Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						All Other Stock Awards: Number of Shares of Stock or Units (#) (2)		All Other Option Awards: Number of Securities Underlying Options (#)  (3)		Exercise or Base Price of Option Awards($/Sh) (3)		Grant Date Fair Value of Stock and Option Awards ($)
							Threshold($)		Target ($)		Maximum($)
Sandeep Mathrani					2/18/16		—		—		—		257,944		834,542		25.83		8,500,000
					—		—		3,000,000		6,000,000		—		—		—		—
Michael B. Berman					2/18/16		—		—		—		75,867		245,454		25.83		2,500,000
					—		—		750,000		1,500,000		—		—		—		—
Shobi Khan					2/18/16		—		—		—		91,038		294,544		25.83		3,000,000
					—		—		750,000		1,500,000		—		—		—		—
Alan J. Barocas					2/18/16		—		—		—		53,106		171,817		25.83		1,750,000
					—		—		750,000		1,500,000		—		—		—		—
Richard S. Pesin					2/18/16		—		—		—		53,106		171,817		25.83		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 Percentagepercentage of BudgetTarget EBITDA Achievedachieved is between two levels, the amount to be distributedof 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 the executive'san executive’s payout. Notwithstanding the exercise of discretion, no executive may receive more than 200% of his Target Award under the Incentive Compensation Plan.

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(2)

Represents performance-vesting Restricted Stock-Like LTIP Units granted pursuant to the Equity Plan. The February 18, 2016 grants were for 2015 performance and vest on December 31, 2018 based on achievement of performance metrics. 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)

Represents time-vesting Stock Option-Like LTIP Units granted pursuant to the Equity Plan. The February 18, 2016 grants were for 2015 performance and vest over four years in 25% increments beginning on the first anniversary of the date of grant and vest in full on February 18, 2020. 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. The strike prices and number of units reflect these adjustments.

Outstanding Equity Awards at Fiscal Year-End 2014

Year End 2016

The following table provides information concerning the number and value of outstanding stock options and restricted stock held by the NEOs at December 31, 2014.

2016.

		Option Awards												Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)			Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)
Sandeep Mathrani			2,000,000	(1)					9.69			10/27/2020			—			—
			529,411			352,942	(2)		14.76			08/02/2021			—			—
			280,000			1,120,000	(3)		19.24			01/07/2023			—			—
			500,000			1,500,000	(4)		20.61			11/12/2023			—			—
Michael B. Berman			80,000			160,000	(5)		13.81			12/15/2021			—			—
			94,736			378,948	(3)		19.24			01/07/2023			—			—
			150,000			450,000	(4)		20.61			11/12/2023			—			—
Shobi Khan			240,000			160,000	(6)		15.27			06/13/2021			—			—
			240,000			160,000	(2)		14.76			08/02/2021			—			—
			78,947			315,790	(3)		19.24			01/07/2023			—			—
			150,000			450,000	(4)		20.61			11/12/2023			—			—
Alan J. Barocas			300,000			100,000	(7)		14.11			01/24/2021			—			—
			240,000			160,000	(2)		14.76			08/02/2021			—			—
			63,157			252,632	(3)		19.24			01/07/2023			—			—
			75,000			225,000	(4)		20.61			11/12/2023			—			—
Richard S. Pesin			300,000			100,000	(7)		14.11			01/24/2021			—			—
			240,000			160,000	(2)		14.76			08/02/2021			—			—
			63,157			252,632	(3)		19.24			01/07/2023			—			—
			75,000			225,000	(4)		20.61			11/12/2023			—			—

Name		Option Awards							Stock Awards
		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable (13)		Option Exercise Price ($)  (13)		Option Expiration Date	Number of  Shares or  Units of  Stock That  Have Not  Vested (#)		Market Value  of Shares or  Units of  Stock That  Have Not  Vested ($) (14)	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 ($) (14)
Sandeep Mathrani		1,010,350	(1)	—		9.60		10/27/2020
		891,485	(2)	—		14.61		8/2/2021
		848,694		565,796	(3)	19.05		1/7/2023
		1,515,525		505,175	(4)	20.40		11/12/2023
		—		834,542	(5)	25.83		2/18/2026
									257,998	(6)	$6,701,050
									848,608	(7)	$22,041,120
												128,972	(8)	$3,349,824
Michael B. Berman		80,828		—	(9)	13.67		12/15/2021
		96,500		190,651	(3)	19.05		1/7/2023
		454,657		151,553	(4)	20.40		11/12/2023
		—		245,454	(5)	25.83		2/18/2026
									64,500	(6)	$1,675,276
												37,934	(8)	$985,244
Shobi Khan		404,140		—	(10)	15.12		6/13/2021
		404,139		—	(2)	14.61		8/2/2021
		239,293		159,529	(3)	19.05		1/7/2023
		454,657		151,553	(4)	20.40		11/12/2023
		—		294,544	(5)	25.83		2/18/2026
									58,050	(6)	$1,507,748
												45,519	(8)	$1,182,277
Alan J. Barocas		75,776		—	(11)	13.97		1/24/2021
		404,140		—	(2)	14.61		8/2/2021
		191,433		127,624	(3)	19.05		1/7/2023
		227,328		75,777	(4)	20.40		11/12/2023
		—		171,817	(5)	25.83		2/18/2026
									45,150	(6)	$1,172,693
												26,553	(8)	$689,668
Richard S. Pesin		404,140		—	(11)	13.97		1/24/2021
		404,140		—	(2)	14.61		8/2/2021
		191,433		127,624	(3)	19.05		1/7/2023
		227,328		75,777	(4)	20.40		11/12/2023
				171,817	(5)	25.83		2/18/2026
									45,150	(6)	$1,172,693
												26,553	(8)	$689,668

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(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.

(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 vest 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 vest 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 vest in full on November 12, 2017.

(5)

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 vest in full on December 15, 2016.

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

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

(6)

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 vest in full on June 13, 2016.

(3)	Represents options granted pursuant to the Equity Plan on January 7, 2013. These options vest over five years in 20% increments beginning on the first anniversary of the date of grant and vest in full on January 7, 2018.

(7)

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

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

(5)	Represents Stock Option-Like LTIP Units granted pursuant to the Equity Plan on February 18, 2016. These options 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 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. For additional information on the vesting of performance-vesting Restricted Stock-Like LTIP Units, see “Compensation Discussion and Analysis.”

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

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

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

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

(13)

Pursuant to the terms of the Equity Plan, option awards and 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. The strike prices and number of options and units reflect these adjustments.

(14)	The amounts are calculated by multiplying $24.98, the closing price of our common stock as reported by the NYSE for December 30, 2016, by the applicable number of Restricted Stock-Like LTIP Units, multiplied by the conversion ratio of OP Units into common stock of 1.0397624.

Option Exercises and Stock Vested for Fiscal Year Ended 20142016

The following table provides information on option exercises under all plans during the fiscal year ended December 31, 20142016 by each of the NEOs and restricted stock that vested during the fiscal year ended December 31, 2014.

		Option Awards						Stock Awards
Name		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)(1)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)(2)
Sandeep Mathrani			—			—			1,000,000			25,550,000
Michael B. Berman			160,000			1,702,400			16,667			452,009
Shobi Khan			—			—			—			—
Alan J. Barocas			—			—			—			—
Richard S. Pesin			—			—			—			—

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2016.

(1)

This amount represents 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.

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										1,000,000		$19,447,000		85,999		$2,469,740
Michael B. Berman										269,474		$3,073,982		21,499		$617,413
Shobi Khan										—		—		19,349		$555,669
Alan J. Barocas										125,000		$1,910,000		15,050		$432,209
Richard S. Pesin										—		—		15,050		$432,209

(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)

This amount represents the closing price per share of our common stock on the NYSE on the vesting date, multiplied by the number of shares vested.

(2)	This amount represents 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

On October 27, 2010, the Company entered into an employment agreement with SandeepMr. Mathrani (the "2010“2010 Employment Agreement"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. Under Mr. Mathrani'sMathrani’s 2010 Employment Agreement, if the Company terminated Mr. Mathrani'sMathrani’s employment without "cause"“cause” or did not renew the 2010 Employment Agreement following the initial term, or if Mr. Mathrani terminated his employment for "good reason"“good reason” (as such terms are defined in the 2010 Employment Agreement), then Mr. Mathrani would be eligible to receive:

•

2 years of salary continuation;

•

2 times his annual bonuscash award for the previous year;

•

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

•

full vesting of the Awardsawards described below under "Employment“Employment Arrangements for Executive Officers"Officers”; and

•

vesting of the portion of the annual Awards that would otherwise vest during the two year period following termination; and

•

2 years of welfare benefit continuation.

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If Mr. Mathrani'sMathrani’s employment was terminated due to death or disability, then Mr. Mathrani would have been eligible to receive a pro rata annual bonuscash award for the year of termination (based on his annual bonuscash award for the previous year) and full vesting of all Awards.

awards.

On February 12, 2015, the Company entered into a new employment agreement with Mr. Mathrani (the "2015“2015 Employment Agreement"Agreement”) for an initial five-year term commencing on January 1, 2015 with substantially the same terms as the 2010 Employment Agreement, except that (1) annual Awardsawards granted to Mr. Mathrani will be in the form of stock options, restricted stock or LTIP Units, at the election of Mr. Mathrani, (2) Mr. Mathrani'sMathrani’s annual Awardsawards commencing with the 2015 fiscal year and the LTIP Units granted on February 12, 2015 vest upon a change of control, and (3) Mr. Mathrani'sMathrani’s target annual bonuscash award was set at $3,000,000.

        All of the Company's executive officers, except

Except for Mr. Mathrani, all of the Company’s executive officers are "at-will" employees.“at-will” employees and none would have been entitled to payment of any benefits or automatic early vesting of awards as a result of a change in control of the Company on December 31, 2016. Although the NEOs described in this section, except for Mr. Mathrani, are at-will employees, each one is eligible to receive severance payments if his employment is terminated by us "without cause"“without cause”:

•

For Mr. Khan, the severance payment is equal to his annual base salary plus a pro rata annual bonuscash award for the year of termination (based on the target bonuscash award for the current year).

•

For Messrs. Barocas and Pesin, the severance payment is equal to six months of the officer'sofficer’s annual base salary plus a pro rata annual bonuscash award for the year of termination (based on the target bonuscash award for the current year).

•

For

Mr. Berman if terminated by us "without cause" prioris not party to the vesting of his initial Award of 400,000 stock options, which occurs on December 15, 2016, he isan individual severance arrangement, but may be eligible to receive severance payments pursuant to the following benefits:

•

aCompany's severance paymentpolicy, which given his years of service is currently equal to two years'thirty-two weeks of salary continuation based on his current annual base salarysalary.

For awards granted during 2015 and two times his target bonus for the current year;

•

the unvested portion of his initial Award of 50,000 shares of restricted stock will vest immediately; and

•

80,000 stock options of his initial Award of 400,000 stock options shall vest on the termination date.

        In addition,earlier, under the 2010 Equity Plan, (1) in the event of a termination of service due to death, disability or retirement, any unvested stock options and restricted stockequity 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 stock options; andawards; (2) in the event of a termination of service for any other reason, any unvested stock options and restricted stockequity 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 stock options.

        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, assuming the termination occurred on December 31, 2014. The amounts shown are estimatesawards; and do not necessarily reflect the actual amounts that these individuals would receive on termination of employment. The value of early vesting of Awards has been calculated based on the closing price of our common stock on December 31, 2014 of $28.13.

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Estimated Payments Upon Termination of Employment on December 31, 2014

Name		Cash Severance			Pro rata Bonus			Early Vesting of Awards			Welfare Benefits			Total
Sandeep Mathrani:
Termination by the Company Without Cause or by Mr. Mathrani for Good Reason		$	8,400,000		$	3,000,000		$	25,594,645	(1)	$	49,612	(3)	$	37,044,257
Termination due to Death or Disability			—		$	3,000,000		$	25,594,645	(1)		—		$	28,594,645
Michael Berman:
Termination by the Company Without Cause		$	3,000,000			—		$	1,145,600	(2)		—		$	4,145,600
Shobi Khan:
Termination by the Company Without Cause		$	750,000		$	750,000			—			—		$	1,500,000
Alan Barocas:
Termination by the Company Without Cause		$	375,000		$	750,000			—			—		$	1,125,000
Richard Pesin:
Termination by the Company Without Cause		$	375,000		$	750,000			—			—		$	1,125,000

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(1)

This amount represents full vesting of options to purchase 325,942 shares of common stock at $14.76 per share ($4,357,845), full vesting of options to purchase 1,120,000 shares of common stock at $19.24 per share ($9,956,800), full vesting of options to purchase 1,500,000 shares of common stock at $20.61 per share ($11,280,000), to the extent unvested.

(2)

This amount represents full vesting of options to purchase 80,000 shares of common stock at $13.81 per share, to the extent unvested.

(3)

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

        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 stock options, including the vested portion, issued under the 2010 Equity Plan are forfeited and all unvested restricted stock awards issued under the 2010 Equity Plan are also forfeited.

Change in Control

        None of NEOs would have been entitled to payment of any benefits or automatic early vesting of awards as a result of upon a change inof control of the Company, on Dececember 31, 2014. GGP's 2010 Equity Plan provides that upon a "change of control" of the Company (as defined in the 2010 Equity Plan), 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.

        Mr. Mathrani's 2015 empolyment agreement provides

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 Mr. Mathrani's annual Awards commencingvests 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 2015 fiscal yearCompany, 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, grantedthe 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 February 12, 2015 vestcontinued 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.

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, 2016. 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 30, 2016 of $24.98. 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.

Estimated Payments Upon Termination of Employment or Change of Control on December 31, 2016

Name											Cash Severance			Pro rata Cash Award			Early Vesting of Awards			Excise Tax Gross-Up			Welfare Benefits			Total
Sandeep Mathrani:
Termination by the Company Without Cause or by Mr. Mathrani for Good Reason												$8,400,000			$3,000,000		$41,110,690		(1)	—			$49,612		(2)		$52,560,302
Termination due to Death or Disability											—				$3,000,000		$41,110,690		(1)	—			—				$44,110,690
Change in Control											—			—			$35,441,818		(3)	—		(4)	—				$35,441,818
Michael Berman:
Termination by the Company Without Cause											$461,538			—			—			—			—				$461,538
Shobi Khan:
Termination by the Company Without Cause												$750,000			$750,000		—			—			—				$1,500,000
Alan Barocas:
Termination by the Company Without Cause												$375,000			$750,000		—			—			—				$1,125,000
Richard Pesin:
Termination by the Company Without Cause												$375,000			$750,000		—			—			—				$1,125,000

(1)	This amount represents full vesting of options to purchase 565,796 shares of common stock at $19.05 per share ($3,355,170), full vesting of options to purchase 505,175 shares of common stock at $20.40 per share ($2,313,702), and full vesting of 1,364,550 Restricted Stock-Like LTIP Units ($35,441,818).

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

(3)	This amount represents full vesting of 1,364,550 Restricted Stock-Like LTIP Units.

(4)

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, 2016.

Employment Arrangements for Executive Officers

The following is a summary of the Company'sCompany’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 bonuscash award of $1,500,000.

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In accordance with the terms and conditions of the 2010 Employment Agreement, (i) the Company granted to Mr. Mathrani an Awardaward of 1,500,000 shares of restricted common stock, which, as amended, vestsvested over four years from the grant dateGrant Date, and (ii) pursuant to a non-qualified stock option award agreement, on October 27, 2010, the Company granted to Mr. Mathrani an Awardaward of options to acquire 2,000,000 shares of common stock, which vestsvested over four years from the grant date.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 2010 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'syear’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'sCompany’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 bonuscash award of $3,000,000, including a guaranteed minimum annual bonuscash 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 Awardaward 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 2010 Equity Plan. If the Company terminates Mr. Mathrani'sMathrani’s employment without "cause"“cause” or does not renew the 2015 Employment Agreement following the initial term, or if Mr. Mathrani terminates his employment for "good“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 bonuscash award for the previous year, a pro rata annual bonuscash award for the year of termination (based on his annual bonuscash award for the previous year), full vesting of the Awardsawards described above, vesting of the portion of the annual Awards that would otherwise vest during the two year period following termination and two years of welfare benefit continuation. If Mr. Mathrani'sMathrani’s employment is terminated due to death or disability, then Mr. Mathrani is eligible to receive a pro rata annual bonuscash award for the year of termination (based on his annual bonuscash award for the previous year) and full vesting of all Awards.awards. Pursuant to the 2015 Employment Agreement, Mr. Mathrani'sMathrani’s annual Awardsawards 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'sCompany’s executive officers, except for our Chief Executive Officer, Sandeep Mathrani, are "at will"“at will” employees. We have no written or oral employment agreements with these executive officers. 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 Messrs. Khan, Barocas, Berman and Pesin are at will employees, each is eligible to receive severance payments if his employment is terminated by us "without“without cause."” For Mr. Khan, the severance payment is equal to his annual base salary plus a pro rata annual bonuscash award for the year of termination (based on the target bonuscash award for the current year). For Messrs. Barocas and Pesin, the severance payment is equal to six months of the officers'officers’ annual base salary plus a pro rata annual bonuscash award for the year of termination (based on the target bonuscash award for the current year). IfPursuant to the severance policy applicable to all employees, Mr. Berman will be eligible to receive 32 weeks of pay continuation based on his annual base salary if Mr. Berman is terminated by the Company "without cause" prior to the vesting of his initial Award of 400,000 stock

“without cause.”

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options, which occurs on December 15, 2016, Mr. Berman will be eligible to receive the following benefits: (i) a severance payment equal to two years' base salary and two times his target bonus for the current year; (ii) the unvested portion initial Award of 50,000 shares of restricted stock will vest immediately; and (iii) 80,000 stock options of his initial Award of 400,000 stock options shall vest on the termination date.

Compensation Committee Interlocks and Insider Participation

The following directors served as members of the Compensation Committee during 2014:2016: J. Bruce Flatt, Mary Lou Fiala, John K. Haley, and Daniel B. Hurwitz. Effective February 9, 2016, Mr. Hurwitz resigned from the Company's Compensation Committee. No member of the Compensation Committee was an officer or employee of the Company during fiscal year 2014,2016, and no member of the Compensation Committee was formerly an officer of the Company. Other than as disclosed under "Certain“Certain Relationships and Related Party Transactions"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 2014,2016, 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.

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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 personsCompany, except as of February 17, 2015. 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 885,434,516 shares of common stock and 25,000,000 shares of Series A preferred stock outstanding as of February 17, 2015. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of February 17, 2015 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 General Growth Properties, Inc., 110 North Wacker Drive, Chicago, Illinois 60606.

        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;



•

each director and director nominee;



•

each NEO; and



•

all directors and executive officers as a group.

		Common Stock						Series A Preferred Stock
Name of Beneficial Owner		Number of Shares Beneficially Owned			Percent of Class			Number of Shares Beneficially Owned			Percent of Class
Beneficial Owners of in excess of 5% of our common stock:
Brookfield(1)			386,858,971			39.8	%		—			—
The Vanguard Group(2)			73,788,573			8.3	%		—			—
BlackRock Inc.(3)			52,844,360			6.0	%		—			—
Directors and Named Executive Officers:
Sandeep Mathrani, Chief Executive Officer and Director			5,906,180	(4)(5)		*			—			—
Michael B. Berman, Executive Vice President and Chief Financial Officer			564,747	(4)(5)		*			—			—
Shobi Khan, Executive Vice President and Chief Operating Officer			893,505	(4)(5)		*			—			—
Alan J. Barocas, Senior Executive Vice President, Leasing			908,824	(4)(5)		*			—			—
Richard S. Pesin, Executive Vice President, Anchors, Development and Construction			908,824	(4)(5)		*			—			—
Richard B. Clark, Director(1)			386,858,971	(6)		39.8	%		—			—
Mary Lou Fiala, Director			33,517	(4)		*			—			—
J. Bruce Flatt, Director(1)			386,858,971	(6)		39.8	%		—			—
John K. Haley, Director			56,469	(4)		*			—			—
Daniel B. Hurwitz, Director			20,119	(4)		*			—			—
Brian W. Kingston, Director(1)			386,858,971	(6)		39.8	%		—			—
David J. Neithercut, Director			47,841	(4)		*			—			—
Mark R. Patterson, Director			26,929	(4)		*			—			—
All directors and executive officers as a group (15 persons)			396,537,961	(4)(5)(6)		40.9	%		4,000	(7)		*

---

follows:

*

Represents beneficial ownership of less than 1%.

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(1)

According to the Schedule 13D Amendment that was filed with the SEC on February 6, 2015, the following 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 Retail Holdings VII LLC, Brookfield Retail Holdings II Sub II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings IV-A Sub II LLC, Brookfield Retail Holdings IV-B Sub II LLC, Brookfield Retail Holdings IV-C Sub II LLC, Brookfield Retail Holdings IV-D Sub II LLC, Brookfield Retail Holdings Warrants LLC, Brookfield Asset Management Inc., Partners Limited, 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, BPY Canada Subholdings 2 ULC, BPY Canada Subholdings 3 ULC, BPY Canada Subholdings 4 ULC, Brookfield BPY Retail Holdings I LLC, Brookfield BPY Retail Holdings II LLC, Brookfield BPY Retail Holdings III LLC, Brookfield BPY Retail Holdings Sub I LLC, BPY Retail III LLC, BPY Retail IV LLC and BW Purchaser LLC. Accordingly, each of the above Brookfield entities may be deemed to beneficially own 386,858,971 shares of the Company's common stock (which includes the 87,353,994 shares of the Company's common stock issuable upon exercise of the warrants), constituting beneficial ownership of 39.8% of the shares of the Company's common stock. The following Brookfield entities beneficially own more than 5% of the outstanding shares of the Company's common stock in the following amounts: (i) Brookfield Retail Holdings VII LLC beneficially owns 79,094,965 shares of the Company's common stock, constituting beneficial ownership of 8.9% of the shares of the Company's common stock, (ii) Brookfield BPY Retail Holdings Sub I LLC beneficially owns 79,258,269 shares of the Company's common stock (which includes the 26,257,857 shares of the Company's common stock issuable upon exercise of the warrants), constituting beneficial ownership of 8.7% of the shares of the Company's common stock, and (iii) BPY Retail IV LLC beneficially owns 61,444,210 shares of the Company's common stock, constituting beneficial ownership of 6.9% of the shares of the Company's common stock. By virtue of the various agreements and arrangements among the Brookfield entities, Future Fund Board of Guardians and/or Revere Holdings Limited may be deemed to be members of a "group" with certain Brookfield entities. Each of Brookfield Retail Holdings VII LLC, Brookfield Retail Holdings II Sub II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings IV-A Sub II LLC, Brookfield Retail Holdings IV-B Sub II LLC, Brookfield Retail Holdings IV-C Sub II LLC, Brookfield Retail Holdings IV-D Sub II LLC, and Brookfield Retail Holdings Warrants LLC (collectively, the "Investment Vehicles") expressly disclaims, to the extent permitted by applicable law, (a) beneficial ownership of any shares of the Company's common stock and warrants beneficially owned by each of the other Investment Vehicles and (b) beneficial ownership of any shares of the Company's common stock beneficially owned by BW Purchaser LLC and/or Revere Holdings Limited. The address of each such Brookfield managed entity is c/o Brookfield Retail Holdings VII LLC, 4 Brookfield Place, 250 Vesey Street, New York, New York 10281-1021.

(2)

Based solely on information provided by The Vanguard Group in a Schedule 13G filed with the SEC on February 10, 2015. The Vanguard Group has the sole power to vote 1,730,703 shares of common stock and dispose of 72,234,243 shares of common stock.

(3)

Based solely on information provided by BlackRock Inc. in a Schedule 13G filed with the Securities and Exchange Commission on February 2, 2015. BlackRock Inc. has the sole power to vote 48,270,723 shares of common stock and dispose of 52,844,360 shares of common stock.

(4)

Includes shares of unvested restricted stock and/or shares of common stock for which unvested LTIP Units may be redeemed (assuming LTIP Units are first converted into OP Units). The number of shares of unvested restricted stock for each individual is as follows: Ms. Fiala, 4,086 shares; Mr. Hurwitz, 6,130 shares; and Mr. Neithercut, 6,130 shares. The number of shares of common stock for which unvested LTIP Units may be redeemed (assuming LTIP Units are first converted into OP Units) for each individual is as follows: Mr. Mathrani, 1,240,025 shares; Mr. Berman 89,148 shares; Mr. Khan, 80,476 shares; Mr. Barocas, 62,593 shares; Mr. Pesin, 62,593 shares; Mr. Haley, 6,395 shares; Mr. Patterson, 4,264 shares; and all other executive officers, 23,249 shares. Assuming certain conditions are met, LTIP Units are convertible by the holder into an equivalent number of OP Units, which are redeemable by the holder for 1.0397624 shares of common stock or the cash value of such shares, at the Company's option. Holders of LTIP Units are not entitled to vote such units on any of the matters presented at the 2015 annual meeting.

(5)

Includes shares of our common stock that such person hasis a right to acquire within 60 days after February 17, 2015 pursuant to stock options granted under our incentive plans. These amounts are as follows: Mr. Mathrani, 3,589,411 shares; Mr. Berman, 419,473 shares; Mr. Khan, 787,894 shares; Mr. Barocas, 841,315 shares; Mr. Pesin, 841,315 shares; and all other executive officers, 280,548 shares.

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(6)

Includes shares of common stock and warrants held by the Brookfield entities. J. Bruce Flatt, a director and Chairmanmember of the Board of the Company, is the CEODirectors of Brixmor Property Group Inc. (“Brixmor”), and a Senior Managing Partner of Brookfield. Richard B. Clark, a director of the Company, is a Senior Managing Partner of Brookfield, as well as the CEO of Brookfield Property Partners. Brian Kingston, a director of the Company, is a Senior Managing Partner of Brookfield and the President anduntil February 9, 2016, served on Brixmor's compensation committee. Mr. Hurwitz was appointed interim Chief InvestmentExecutive Officer of Brookfield Property Partners. Messrs. Flatt, Clark and/or Kingston may be deemedBrixmor on February 8, 2016. Effective February 9, 2016, Mr. Hurwitz resigned from the Company's Compensation Committee and Mr. Berman resigned from Brixmor's compensation committee. Mr. Hurwitz resigned as interim Chief Executive Officer of Brixmor on May 20, 2016 and was reappointed to share dispositive power over shares of common stock and warrants of the Company held by 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, BW Purchaser LLC and/or Revere Holdings Limited, such person disclaims beneficially ownership of such securities.

(7)

Includes 4,000 shares of Series A preferred stock held by Mr. Levine.

Company's Compensation Committee on February 23, 2017.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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 2014.

2016.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of Contents

REPORT OF THE AUDIT COMMITTEE

        The Audit Committee has reviewedour common stock and discussedSeries A preferred stock by certain persons as of March 20, 2017. In the audited financial statements for fiscal 2014 with management.

        The Audit Committee has discussedcase 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 independent registered public accountantsSEC. The table lists the matters requiredapplicable percentage ownership based on 883,447,822 shares of common stock and 25,000,000 shares of Series A preferred stock outstanding as of March 20, 2017. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of March 20, 2017 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., 110 North Wacker Drive, Chicago, Illinois 60606.

The table below sets forth such estimated beneficial ownership for:

each stockholder that is known to us to be discussed under applicable Public Company Accounting Oversight Board ("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 issuea beneficial owner of their independence.

        Based on its reviewmore than 5% of the audited financial statementsCompany’s outstanding common stock or Series A preferred stock (“Principal Stockholders”);

each director and the various discussions noted above, the Audit Committee recommended to the Boarddirector nominee;

each NEO; and

all directors, director nominees, 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)		334,081,456			34.8	%	—			—
The Vanguard Group(2)		82,891,105			9.4	%	—			—
BlackRock Inc.(3)		52,341,682			5.9	%	—			—
Named Executive Officers:
Sandeep Mathrani		5,272,562		(4)(5)(6)	*		—			—
Michael B. Berman		664,657		(4)(5)(6)	*		—			—
Shobi Khan		1,609,719		(4)(5)	*		—			—
Alan J. Barocas		998,035		(4)(5)(6)	*		—			—
Richard S. Pesin		1,317,408		(4)(5)	*		—			—
Directors and director nominees:
Richard B. Clark(1)		334,081,456		(7)	34.8	%	—			—
Mary Lou Fiala		43,765		(6)	*		—			—
J. Bruce Flatt(1)		334,081,456		(7)	34.8	%	—			—
Janice R. Fukakusa		—					—			—
John K. Haley		46,873		(5)	*		—			—
Daniel B. Hurwitz		35,592		(6)	*		—			—
Brian W. Kingston(1)		334,081,456		(7)	34.8	%	—			—
Christina M. Lofgren		—					—			—
David J. Neithercut		63,212		(6)	*		—			—
Mark R. Patterson		27,395		(5)(6)	*		—			—
All directors, director nominees and executive officers as a group (17 persons)		344,553,468		(4)(5)(7)	35.6	%	4,000		(8)	*

*Represents beneficial ownership 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, 2014 for filing with the SEC.

John K. Haley (Chair)
David J. Neithercut
Mark R. Patterson

less than 1%.

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(1)

Based on information provided to the Company, the following 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 Retail Holdings VII LLC, Brookfield Retail Holdings II Sub II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings IV-A Sub II LLC, Brookfield Retail Holdings IV-B Sub II LLC, Brookfield Retail Holdings IV-C Sub II LLC, Brookfield Retail Holdings IV-D Sub II LLC, Brookfield Retail Holdings Warrants LLC, Brookfield Asset Management Inc., Partners Limited, 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, BPY Retail III LLC, BPY Retail IV LLC, BW Purchaser, LLC, BPG Holdings Group Inc., BPG Holdings Group (US) Holdings Inc., Brookfield Property Split Corp, Brookfield Property Group LLC, Brookfield Office Properties Inc., 1706065 Alberta ULC, Brookfield Holding Limited Liability Company, Brookfield Properties, Inc., Brookfield Properties Subco LLC, BOP (US) LLC and New Brookfield BPY Retail Holdings II LLC. Accordingly, each of the above Brookfield entities may be deemed to beneficially own 334,081,456 shares of the Company’s common stock (which includes 75,847,844 shares of the Company’s common stock issuable upon exercise of warrants), constituting beneficial ownership of 34.8% of the shares of the Company’s common stock. The following Brookfield entities beneficially own more than 5% of the outstanding shares of the Company’s common stock in the following amounts: (i) Brookfield Retail Holdings VII LLC beneficially owns 79,094,965 shares of the Company’s common stock, constituting beneficial ownership of 8.9% of the shares of the Company’s common stock, (ii) Brookfield BPY Retail Holdings II Subco LLC beneficially owns 53,000,412 shares of the Company’s common stock, constituting beneficial ownership of 6.0% of the shares of the Company’s common stock, and (iii) BPY Retail IV LLC beneficially owns 61,444,210 shares of the Company’s common stock, constituting beneficial ownership of 6.9% of the shares of the Company’s common stock. Each of Brookfield Retail Holdings VII LLC, Brookfield Retail Holdings II Sub II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings IV-A Sub II LLC, Brookfield Retail Holdings IV-B Sub II LLC, Brookfield Retail Holdings IV-C Sub II LLC, Brookfield Retail Holdings IV-D Sub II LLC and Brookfield Retail Holdings Warrants LLC (collectively, the “Investment Vehicles”) and the other Brookfield entities expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of the Company’s common stock and shares of the Company’s common stock underlying warrants beneficially owned by each of the other Investment Vehicles and Brookfield entities. The address of each such Brookfield managed entity is c/o Brookfield Retail Holdings VII LLC, 4 Brookfield Place, 250 Vesey Street, New York, NY 10281-1023.

PROPOSAL 2—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED

(2)	Based solely on information provided by The Vanguard Group in a Schedule 13G filed with the SEC on February 13, 2017. The Vanguard Group has the sole power to vote 1,560,002 shares of common stock and dispose of 81,342,809 shares of common stock. The address for this reporting person is 100 Vanguard Blvd. Malvern, PA 19355.

PUBLIC ACCOUNTING FIRM

(3)	Based solely on information provided by BlackRock Inc. in a Schedule 13G filed with the SEC on January 24, 2017. BlackRock Inc. has the sole power to vote 47,290,290 shares of common stock and dispose of 52,341,682 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 March 20, 2017 pursuant to stock options granted under our incentive plans. These amounts are as follows: Mr. Mathrani, 4,548,952 shares; Mr. Berman, 577,310 shares; Mr. Khan, 1,581,993 shares; Mr. Barocas, 962,489 shares; Mr. Pesin, 1,290,853 shares; and all other executive officers, 342,195 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 2017 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, 238,015 units; Mr. Khan, 326,749 units; Mr. Barocas, 113,306 units; Mr. Pesin, 205,653 units; Mr. Haley, 13,741 units; Mr. Patterson, 9,161 units; and Mr. Levine, 30,905 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. Barocas, 171,817 units; Mr. Pesin, 171,817 units; and Mr. Levine, 63,818 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, 157,667 shares; Mr. Berman, 49,271 shares; Mr. Barocas, 28,501 shares; Mr. Patterson, 4,730 shares; Mr. Levine, 23,751 shares; Ms. Fiala, 5,256 shares; Mr. Hurwitz, 7,883 shares; Mr. Neithercut, 7,883 shares; and Ms. Marszewski, 18,758 shares.

(7)

Includes shares of common stock and warrants 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 B. Clark, a director of the Company, is a Senior Managing Partner of Brookfield, as well as the Chairman of Brookfield Property Group. Brian Kingston, a director of the Company, is a Senior Managing Partner of Brookfield and the Chief Executive Officer of Brookfield Property Group. Messrs. Flatt, Clark and/or Kingston may be deemed to share dispositive power over shares of common stock and warrants of the Company held by 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.

(8)	Includes 4,000 shares of Series A preferred stock held by Mr. Levine.

PROPOSAL 4 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors unanimously recommends a vote

FOR this proposal (Item 24 on the Proxy Card).

The Audit Committee has selected Deloitte & Touche LLP as the Company'sCompany’s independent registered public accounting firm to audit the Company'sCompany’s consolidated financial statements for the fiscal year ending December 31, 20152017 and the effectiveness of the Company'sCompany’s internal control over financial reporting as of December 31, 2015.2017. The Board has ratified this selection. Deloitte & Touche LLP, an independent registered public accounting firm, also served as the Company'sCompany’s independent registered public accounting firm for the fiscal years ended December 31, 2001 through 2014.2016. 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'sCompany’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'sCompany’s consolidated financial statements for the fiscal years ended December 31, 2014, 2013,2016 and 20122015 and the effectiveness of the Company'sCompany’s internal control over financial reporting based on the criteria established in Internal Control—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'sCompany’s annual consolidated financial statements, internal control over financial reporting, the audit of GGP-TRC, LLC (in 2012), reviews of the consolidated financial statements included in the Company'sCompany’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 2014, 20132016 and 20122015 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 2014, 20132016 and 20122015 audit fees exclude $27,000, $59,000$53,000 and $98,000,$60,000, respectively, related to consents provided for the 2013, 2012 and 2011 consolidated financial statements of the Company included in registration statements under the Securities Act of 1933 of Brookfield Property Partners L.P. ("BPY"(“BPY”); and its affiliates; such fees were reimbursed by BPY. The 20132016 audit fees also exclude $75,000$108,000 related to consents and comfort lettersservices provided for the 2012 consolidated financial statements of the Company included in registration statements under the Securities Act of 1933 related to the sale of shares held by affiliates of the Blackstone Group

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("Blackstone");connection with a potential transaction; such fees were reimbursedpaid by Blackstone.a party other than the Company. Tax services consisted principally of services necessitated by the Company'sCompany’s ongoing tax compliance requirements.

The 2016 other fees consists of a customer experience measurement engagement.

		2014			2013			2012			2016			2015			2014
Audit Fees		$	3,003,000		$	2,846,000		$	3,053,000			$3,064,000			$3,034,000			$3,003,000
Audit-Related Fees		$	761,000		$	711,000		$	873,000			$986,000			$983,000			$836,000
Tax Fees		$	794,000		$	866,000		$	969,000			$445,903			$625,000			$794,000
All Other Fees		$	—		$	—		$	—		50,000			—			—

Audit Committee'sCommittee’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'sCompany’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'sCompany’s independent auditors have been informed of this policy.

Table

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, 2016.

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 Contents

their independence.

PROPOSAL 3—APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO

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, 2016 for filing with the SEC.

THE NAMED EXECUTIVE OFFICERS

John K. Haley (Chair)

David J. Neithercut

Mark R. Patterson

PROPOSAL 5 AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ELIMINATE THE “FOR CAUSE”  REQUIREMENT FOR STOCKHOLDER REMOVAL OF A DIRECTOR

The Board of Directors unanimously recommends a vote

FOR this proposal (Item 35 on the Proxy Card).

        Recently enacted federal legislation (Section 14A of the Exchange Act) requires that we provide in this Proxy Statement for a non-binding stockholder advisory vote on our executive compensation as described in this Proxy Statement (commonly referred to as "say-on-pay"). This vote will provide us with information regarding investor sentiment about our executive compensation program. The Compensation Committee will be able to consider this say-on-pay when determining executive compensation for the remainder of 2015 and beyond.

        We encourage stockholders to review the Compensation Discussion and Analysis section, which discusses our compensation policies and programs for 2014. For 2014, our executive compensation program was designed to pay for performance and align our compensation programs with business strategies focused long-term growth and creating value for stockholders while also paying competitively and focusing on the total compensation perspective. 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 bonus is based on the achievement of corporate financial measures, such as adjusted EBITDA, and individual goals and objectives that promote the Company's success.



•

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



•

The Compensation Committee retains discretion over annual performance- based bonuses and performance share grants applicable to the named executive officers and has exercised such discretion to limit the amount that would otherwise have been payable under such awards.



•

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 programhas approved, and recommends that stockholders voteapprove, an amendment to Article VI of our Certificate of Incorporation (the “Charter”) to eliminate the “for cause” requirement prescribed by Article VI for shareholder removal of a director.

Background

In December 21, 2015, the Delaware Court of Chancery issued an opinion in favorIn re VAALCO Energy, Inc. Stockholder Litigation, Consol. C.A. No. 11775-VCL, invalidating as a matter of law provisions of the following resolution:

RESOLVED,certificate of incorporation and bylaws of VAALCO Energy, Inc., a Delaware corporation, that permitted the compensation paidremoval of VAALCO’s directors by its stockholders only for cause. The Court of Chancery held that, in the absence of a classified board or cumulative voting, VAALCO’s “only for cause” director removal provisions conflicted with Section 141(k) of the Delaware General Corporation Law (the “DGCL”) and were therefore invalid. Article VI(C) of the Charter, and Article I, Section 10 of Amended and Restated Bylaws (the “Bylaws”) of the Company contained similar “only for cause” director removal provisions and do not provide for a classified board of directors or cumulative voting. Effective as of July 20, 2016, our Board of Directors approved a revision to the Company's named executive officers, as disclosed pursuantBylaws to delete the provision specifying that directors are removable only for cause. Consistent with revising the Bylaws, our Board of Directors also approved an amendment 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.

Charter to provide that directors are removable with or without cause. 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 executive officers. Because the vote is advisory, itCharter amendment will not be binding uponeffective unless it is approved by stockholders.

Text of Amendment

If stockholders approve this Proposal 5, the Charter will be amended and restated and Article VI(C) will read as follows:

Subject to the rights of the holders of any series of Preferred Stock, if any outstanding, with respect to the election of directors under specified circumstances, any director may be removed from office by the affirmative vote of the holders of a majority of the voting power of the capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class.

The Board recommends a vote FOR the amendment to Article VI of our Certificate of Incorporation to eliminate the “for cause” requirement for stockholder removal of a director.

PROPOSAL 6 STOCKHOLDER PROPOSAL ON PROXY ACCESS

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 asunanimously recommends 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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PROPOSAL 4—SHAREHOLDER PROPOSAL ON A POLICY THAT A SIGNIFICANT PORTION OF FUTURE STOCK OPTION GRANTS TO SENIOR EXECUTIVES BE PERFORMANCE-BASED

        Information regarding a holder proposal is set forth below. The Company disclaims any responsibility for the content ofAGAINST this proposal and statement of support, which is presented as received from(Item 6 on the stockholder. The stockholder, who owns approximately 8,573 shares of our common stock, has given the Company notice that its representative intends to present this proposal at the Annual Meeting.

Proxy Card).

Shareholder Proposal

        Resolved: That the shareholders

RESOLVED: Shareholders of General Growth Properties, Inc. (the "Company"“Company”) requestask the board of directors (the “Board”) to adopt, and present for shareholder approval, a “proxy access” bylaw. Such a bylaw shall require the Company to include in proxy materials prepared for a shareholder meeting at which directors are to be elected the name, Disclosure and Statement(as defined herein) of any person nominated for election to the board by a shareholder or group (the “Nominator”) that meets the Compensation Committeecriteria established below. The Company shall allow shareholders to vote on such nominee on the Company's proxy card.

The number of shareholder-nominated candidates appearing in proxy materials shall not exceed one quarter of the Board of Directors adopt a policydirectors then serving. This bylaw, which shall supplement existing rights under Company bylaws, should provide that a significant portion of future stock option grants to senior executives shall be performance-based. Performance-based options are defined as follows: (1) indexed options, in which the exercise price is linked to an industryNominator must:

a) have beneficially owned 3% or well-defined peer group index; (2) premium-priced stock options, in which the exercise pnce is set above the market price on the grant date; or (3) performance-vesting options, which vest when a performance target is met.

Supporting Statement:

        As long-term shareholdersmore of the Company's outstanding common stock continuously for at least three years before submitting the nomination;

b) given the Company, we support executive compensation policieswithin the time period identified in its bylaws, written notice of the information required by the bylaws and practicesany Securities and Exchange Commission rules about (i) the nominee, including consent to being named in the proxy materials and to serving as director if elected; and (ii) the Nominator, including proof it owns the required shares (the “Disclosure”); and

c) certify that provide challenging performance objectives(i) it will assume liability stemming from any legal or regulatory violation arising out of the Nominator's communications with the Company shareholders, including the Disclosure and serve to motivate executives to enhance long-term corporate value. We believe that standard fixed-price stock option grants canStatement; (ii) it will comply with all applicable laws and often do provide levels of compensation well beyond those merited, by reflecting stock market value increases, not performance superiorregulations if it uses soliciting material other than the Company's proxy materials; and (c) to the company's peer group.

        Our shareholder proposal advocates performance-based stock optionsbest of its knowledge, the required shares were acquired in the formordinary course of indexed, premium-pricedbusiness and not to change or performance-vesting stock options. With indexed options,influence control at the option exercise price movesCompany.

The Nominator may submit with an appropriate peer group index so as to provide compensation value only to the extent that the company's stock price performance is superior to the companiesDisclosure a statement not exceeding 500 words in the peer group utilized. Premium-priced options entail the setting of an option exercise price above the exercise price used for standard fixed-priced options so as to provide value for stock price performance that exceeds the premium option price. Performance-vesting options encourage strong corporate performance by conditioning the vesting of granted options on the achievement of demanding stock and/or operational performance measures.

        Our shareholder proposal requests that the Company's Compensation Committee utilize one or more varieties of performance-based stock options in constructing the long-term equity portionsupport of the senior executives' compensation plan.nominee (the “Statement” ). The Board shall adopt procedures for promptly resolving disputes over whether notice of a nomination was timely, whether the Disclosure and Statement satisfy the bylaw and applicable federal regulations, and the priority to be given to multiple nominations exceeding the one-quarter limit.

Supporting Statement

The proposed bylaw terms coincide with those established in vacated SEC Rule 14a11

(https://www.sec.gov/rules/final/2010/33-9136.pdf).

The CFA Institute's 2014 assessment of pertinent academic studies and the use of performance-based options,proxy access in other markets similarly concluded that proxy access:

•Would “benefit both the markets and corporate boardrooms, with little cost or disruption.”

Has the potential to the extent they represent a significant portion of the total options grantedraise overall US market capitalization by up to senior executives, will help place a strong emphasis on rewarding superior corporate performance$140.3 billion if adopted market-wide. (http://www.cfapubs.org/dio/pdf10.2469/ccb.v2014.n9.1)

More than 200 companies have adopted proxy access provisions, including Chevron, Priceline and the achievement of demanding performance goals.

        A 2014 study of 100 top companies by ClearBridge Compensation Group states that "92% of companies used performance-vested LTI in 2013, an increase from 88% in 2012. The percentage of ClearBridge 100 companies granting time-vested stock options/SARs declined from 70% in 2012 to 61% in 2013, reflecting a continued market shift away from stock options/SARs into performance-vested LTI."

        We encourage our Company to align its compensation practices with market practice by attaching performance requirements to its stock options grants. At present, the Company does not employ performance-based stock options as defined in this proposal, so shareholders cannot be assured that only superior performance is being rewarded. Performance-based options can be an important

Western Union.

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component of a compensation plan designed to focus senior management on accomplishing long-term corporate strategic goals and superior long-term corporate performance. We urge your support forshareholders to vote FOR this important executive compensation reform.

proposal.

Statement in Opposition to Shareholder Proposal

The Company's Board has carefully considered the foregoing stockholder proposal and unanimously recommends a vote AGAINST it.

The Board recognizes that proxy access is a topic of Directors (the "Board") believes that performance-based compensation is an essential component of executive compensation. The Company's long-term incentive program has been carefully designedinterest to ensure that our executive officers' interests align with shareholder interests.

        The goalsthe entire stockholder and elementsgovernance community and we are actively involved in researching and reviewing the implications and potential consequences of the compensation program (described in greater detail in the Compensation Discussion and Analysis section above) embrace the principle of pay for performance. At the beginning of each year, the Compensation Committee (the "Committee"), which is comprised solely of directors who are "independent" as defined by the NYSE listing standards, establishes performance goals for our executive officers. Executive officers' annual equity awards are contingent on achieving these performance goals. Performance goals for 2014 included, among other items, increasing Company EBITDA to approximately $2.07 billion and Company FFO to approximately $1.29 per share, increasing permanent occupancy to 93%, and identifying opportunities to create $1 billion of value for the Company. Our executive officers met and exceeded these goals. For 2014, Company EBITDA was approximately $2.09 billion (up 4.9% over 2013) and Company FFO was approximately $1.32 per share (up 13.7% over 2013), permanent occupancy was 93% (up from 92% in 2013), and the executive team identified opportunities to create $1.08 billion of value. Under our program, when the Company has strong performance, both executive officers and shareholders benefit, which is reflected in a total shareholder return for 2014 of 43.85%.

        Under the Company's existing equity plan, the Committee may grant various forms of equity awardsproxy access proposed and/or adopted recently by public companies. The Board believes that careful and thoughtful consideration should be given before the Company implements a proxy access rule since this would be a significant change to reward employees, including stock options, stock appreciation rights, restricted stock, other stock-based awards,our governance structure.

This deliberate approach includes reaching out to our stockholders to discuss their views with regard to proxy access. We have already begun this dialogue with our stockholders and performance-based awards. In recent years, the Committee choseexpect to award stock options because the Committee believes fixed-price stock options are inherently performance-based. The exercise price of the Company's stock options equals the market value of the Company's common shares on the date of the award. Accordingly, executive officers receive no economic benefit unless the Company's shares increase in value subsequent to the award date. Moreover, the Company's stock options generally vest over a period of four years. This vesting period requires a long-term focus on Company performance in order for the executive officer to realize any value from the exercise of stock options. continue these conversations while taking into consideration developing best practices.

The Board believes it must carefully tailor the Company’s proxy access rights, and the structure and details of any particular proxy access bylaw provision, because proxy access rights have the potential to impact (i) the Company’s ability to ensure appropriate for thereindependence and robust qualifications of its directors; (ii) the balance of the overall composition of the Board; (iii) the ability of the Company to be elementskeep special interest groups from using proxy access to highlight their own particular agendas that may differ from long-term stockholder interests; and (iv) the ability of equity-based compensation in which recipients are ablethe Company to realizeprevent annual meetings from being unduly distracted by director nominees with detrimental objectives or agendas. Because of the full benefitsseriousness of positive market performance and experiencethese issues, the effects of negative market performance, as do shareholders. The Board believes that fixed-price stock options provideit is prudent at this time to recommend against the proxy access proposal as set forth above so that the Board has more opportunity to thoughtfully consider the best approach to proxy access and stockholder nominations based on conversations with our stockholders and a thorough review of the evolving landscape of proxy access as an objective performance metricelement of corporate governance.

While the Board carefully evaluates this issue, it is important to note that is directly alignedthe Company’s current corporate governance structures and procedures are designed to ensure board accountability to stockholders, including:

annual election of all directors;

a majority vote standard for all directors, in accordance with the interestsCompany’s bylaws;

all non-employee directors are independent;

stockholders have the right to propose nominees to the Nominating and Governance Committee;

stockholders may nominate directors pursuant to the Company’s bylaws and solicit proxies for director nominees under federal proxy rules;

stockholders may submit proposals for consideration at an annual meeting and for inclusion in the proxy statement;

stockholders may express their views on our executive compensation through an annual “say-on-pay” vote; and

stockholders may communicate directly with the board through our board communication protocols.

​

In summary, proxy access is a rapidly developing and changing area of shareholders and is an appropriate performance measure for the Company.

        Additionally,corporate governance. Therefore, the Board believes that the Committee isappropriate exercise of its fiduciary responsibilities in determining the governing body best suitedand most suitable response to formulate executive compensation principlesproxy access for the Company involves discussions with our stockholders and practices that reflect the interests of shareholders, while retaining the ability to address the specific needsthoughtful evaluation of the Company's business. Executive compensation practices are influenced byavailable options in a wide range of complex factors, including changes in strategic goals, regulatory developmentsdeliberate and measured manner.

As a result, the competitive compensation practices of other companies. The Board believes the Committee should not be constrained in determining which types or combinations of long-term incentive vehicles are the most appropriate and effective for a given situation. The existing equity plan already allows for performance vesting awards, which the Committee may award in its discretion.

The Board has carefully evaluated the proposal and considered whether it should be implemented and for the foregoing reasons recommends a vote AGAINST the proposal.

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ADDITIONAL INFORMATION

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 110 North Wacker Drive, Chicago, Illinois 60606. 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'sCompany’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 ontowww.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,"“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'sCompany’s common stock will be householding the Company'sCompany’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'sCompany’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'sCompany’s Annual Report for fiscal year 20142016 is available for viewing on the Company'sCompany’s websitewww.ggp.com under "Investors—Financial Information."“Investors—Financials.” Please read it carefully.

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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, 2014.2016. Stockholders may obtain a copy, without charge, by visiting the Company'sCompany’s website atwww.ggp.com.

The Company will provide a copy of the fiscal year 20142016 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 110 North Wacker Drive, Chicago, Illinois 60606. 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).

Stockholder Proposals and Nomination of Directors at the 20162018 Annual Meeting of Stockholders

If a stockholder intends to present any proposal for inclusion in the Company'sCompany’s proxy statement in accordance with Rule 14a-8 under the Exchange Act ("(“Rule 14a-8"14a-8”), it must be received at our principal executive offices no later than November 6, 2015.December 4, 2017. 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"(“Bylaws”), nominations for director and any other business proposal may be made by a stockholder entitled to vote at the 20162017 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'syear’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'syear’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 2016,2018, we must receive this notice on or after December 18, 2015,January 17, 2018, and on or before January 17, 2016.February 16, 2018. 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'syear’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'syear’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.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. M81931-P58314 For Against Abstain For Against Abstain GENERAL GROWTH PROPERTIES, INC. 110 N. WACKER DR. CHICAGO, IL 60606 WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING, BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK. 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 web site

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 2017 Annual Meeting of Stockholders. These materials include:

Our Proxy Statement for the Annual Meeting; and

Our 2016 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 3, 2017, 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 May 3, 2017. 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 2018 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;

Approval, on an advisory basis, the frequency of the advisory vote on executive compensation;

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

The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2017;

Approval of an amendment to our Certificate of Incorporation to eliminate the “for cause” requirement for stockholder removal of a director; and

To consider and vote upon a stockholder resolution concerning the adoption of a “proxy access” bylaw.

Management will report on GGP’s performance during 2016 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 March 20, 2017, as the record date to determine who is entitled to receive notice of and to vote at the Annual Meeting. There were 883,447,822 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., 110 North Wacker Drive, Chicago, Illinois 60606-1511, Attention: Corporate Secretary.

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 March 20, 2017, 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), 1 YEAR, on an advisory basis, for the frequency of the say-on-pay vote (Proposal 2), FOR the approval, on an advisory basis, of the compensation paid to the named executive officers (Proposal 3), FOR ratification of the independent registered public accounting firm (Proposal 4), FOR the amendment to our Certificate of Incorporation to eliminate the “for cause” requirement for stockholder removal of a director (Proposal 5), and AGAINST the stockholder proposal on proxy access (Proposal 6).

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 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 General Growth Properties, 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 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); Proposal 2 (the approval, on an advisory basis, of the frequency of the advisory vote on executive compensation); Proposal 3 (the approval, on an advisory basis, of compensation paid to named executive officers); Proposal 5 (the approval an amendment to our Certificate of Incorporation to eliminate the “for cause” requirement for stockholder removal of a director); and Proposal 6 (the stockholder proposal on proxy access), your broker or other institution generally will not be able to vote your shares unless you provide voting instructions. With respect to Proposal 4 (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.

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);

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, 110 North Wacker Drive, Chicago, Illinois 60606 (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. 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 883,447,822 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 4) 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 11:00am (Eastern Time) on May 13, 2017.

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, 1 YEAR for Proposal 2, FOR Proposals 3, 4, and 5, and AGAINST Proposal 6, 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.

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 any shares held inall 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 General Growth 401(k) Savings Plan (the "Savings Plan"). If no instructions are received by 11:00 a.m. Eastern TimeDirector Nominees.
Item 2: Advisory Vote to Approve the Frequency of the Advisory Vote on April 14, 2015, shares of stock held in the Savings Plan will be voted in the same proportion as votes receivedExecutive Compensation	Ÿ 1 Year; Ÿ 2 Years; Ÿ 3 Years; or Ÿ Abstain from other participants in the Savings Plan. You can view the Annual Report and Proxy Statementvoting on the Internet at www.proxyvote.com 1. ELEcTION Of DIrEcTOrS Nominees: THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALSadvisory proposal.	Plurality of votes cast Abstentions excluded
The Board recommends a vote of 1 2 AND 3 AND AGAINST PROPOSAL 4. 1a. richard B. clark 1d. John K. Haley 1g. Sandeep Mathrani 1b. Mary Lou fiala 1e. Daniel B. Hurwitz 1h. David J. Neithercut 1c. J. Bruce flatt 1f. Brian W. Kingston 1i. Mark r. Patterson GENERAL GROWTH PROPERTIES, INC. 3. Approval, on an advisory basis,YEAR for the frequency of the compensation paidadvisory vote to the namedapprove executive officers. 4. Shareholder proposal on a policy that a significant portion of future stock option grantscompensation.
Item 3: Advisory Vote to senior executives be performance-based. 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. 2. ratificationApprove Executive Compensation	Ÿ Vote in favor of the selection of independent registered public accounting firm. Please indicate if you plan to attend this meeting. for address changes, please check this box and write themadvisory proposal; Ÿ Vote against the advisory proposal; or Ÿ Abstain from voting on the back where indicated. (Please date and sign this proxy exactly as your name(s) appear(s) hereon. Joint owners should each sign personally. Trustees and others signingadvisory 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 4: 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 representative capacity should indicatevote FOR the capacityratification.
Item 5: Amendment to our Certificate of Incorporation to eliminate the “for cause” requirement for stockholder removal of a director	Ÿ Vote in which they sign.) ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! Yes Nofavor of the proposal; Ÿ Vote against the proposal; or Ÿ Abstain from voting on the proposal.	Majority of votes present Abstentions have the effect of AGAINST VOTE
The Board recommends a vote FOR the Amendment to our Certificate of Incorporation.
Item 6: Stockholder Proposal on Proxy Access	Ÿ Vote in favor of the proposal; Ÿ Vote against the proposal; or Ÿ Abstain from voting on the proposal.	Majority of votes present Abstentions have the effect of AGAINST VOTE
The Board recommends a vote AGAINST the stockholder proposal.

*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), on the approval, on an advisory basis, of the frequency of the advisory vote on executive compensation (Proposal 2), on the approval, on an advisory basis, of executive compensation (Proposal 3), on the proposal to amend our Certificate of Incorporation to eliminate the “for cause” requirement for stockholder removal of a director (Proposal 5), or on on the stockholder proposal on proxy access (Proposal 6). 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, 2, 3, 5 or 6. We urge you to promptly provide voting instructions to your broker to ensure that your shares are voted in these matters.

			WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING, BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
GGP INC. 110 N. WACKER DR. CHICAGO, IL 60606			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 web site 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 11:00 a.m. Eastern Time on May 13, 2017, 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	¨	¨	¨		3.	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	¨	¨	¨		4.	Ratification of the selection of independent registered public accounting firm.	¨	¨	¨
	1e. John K. Haley	¨	¨	¨
	1f. Daniel B. Hurwitz	¨	¨	¨
	1g. Brian W. Kingston	¨	¨	¨		5.	Approval of an amendment to the Certificate of Incorporation to eliminate the “for cause” requirement for stockholder removal of a director.	¨	¨	¨
	1h. Christina M. Lofgren	¨	¨	¨
	1i. Sandeep Mathrani	¨	¨	¨
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF “1 YEAR” FOR THE FOLLOWING PROPOSAL:						THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE FOLLOWING PROPOSAL:
		1 Year	2 Years	3 Years	Abstain			For	Against	Abstain
2.	Approval, on an advisory basis, of the frequency of the advisory vote on executive compensation.	¨	¨	¨	¨	6.	Approval of a stockholder resolution concerning the adoption of a “proxy access” bylaw.	¨	¨	¨
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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Table of Contents

		Admission Ticket
		Annual Meeting of Stockholders
		M81932-P58314 Date - May 17, 2017
		Time - 9:00 a.m., local time
		Location - 110 North Wacker Drive
		Chicago, Illinois 60606
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 reportReport are available at www.proxyvote.com. Admission Ticket General Growth Properties, Inc. Admission Ticket Admission Ticket Annual Meeting of Stockholders Date – April 16, 2015 Time – 9:00 a.m., local time Location – 110 North Wacker Drive chicago, Illinois 60606 ADMITTANCE WILL BE DENIED WITHOUT A TICKET www.proxyvote.com.
s IF YOU PLAN TO ATTEND THE MEETING Address Changes: ________________________________________________________________________________________ ________________________________________________________________________________________________________ (If you noted any Address changes above, please mark corresponding box on the reverse side.) GENERAL GROWTH PROPERTIES, 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 GENErAL GrOWTH PrOPErTIES, INc.GGP Inc., standing in the name of the undersigned on the company'sCompany's books at the close of business on february 17, 2015,March 20, 2017, at the Annual Meeting of Stockholders to be held at the company'sCompany's principal executive offices, 110 North Wacker Drive, chicago,Chicago, Illinois, at 9:00 a.m., local time, on April 16, 2015,May 17, 2017, 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 General GrowthGGP 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),; ON AN ADVISORY BASIS, 1 YEAR FOR THE RATIFICATIONFREQUENCY OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 2),; FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS (PROPOSAL 3), AND; FOR RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 4); FOR THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION (PROPOSAL 5); AGAINST THE SHAREHOLDERSTOCKHOLDER PROPOSAL ON A POLICY THAT A SIGNIFICANT PORTION OF FUTURE STOCK OPTION GRANTS TO SENIOR EXECUTIVES BE PERFORMANCE-BASEDPROXY ACCESS (PROPOSAL 4),6); 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.)