¨	Preliminary Proxy Statement

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þ	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Under to §240.14a-12

þ	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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1.	To vote on the election of six director nominees to TCO's Board of Directors named in the accompanying proxy statement, each to serve until the 2020 annual meeting of shareholders and until his or her successor has been duly elected and qualified;

2.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2019;

3.	To approve (on an advisory basis) the compensation of our named executive officers; and

4.	To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

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•	Use the Internet. Visit the website listed on your proxy card or voting instruction form.

•	Call by Telephone. Call the telephone number on your proxy card or voting instruction form.

•	Send by Mail. Sign, date and return your proxy card or voting instruction form in the enclosed envelope.

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»	Possesses experience in real estate, investment banking and capital markets, asset management, strategic planning, governance, and risk management, as well as extensive global exposure through her prior professional positions and service on other boards and professional organizations

»	Appointed by the Council of Institutional Investors to serve on the 2019 Corporate Governance Advisory Council

»	Served on the board of directors of the Stanford Management Company, which is responsible for Stanford University's endowment (2007-2015) and Commonfund (1992-2004)

»	Current public company service on the board of directors of Ally Financial Inc. (since 2009) (including past service as Chair of the Risk Committee and current service as a member of the Risk Committee and Audit Committee) and Supervisory Board of Deutsche Bank (since 2018) (including service as Chair of the Risk Committee and member of the Strategy Committee)

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»	Previously served on the board of directors of CIT Group Inc. (2009-2016), Abovenet, Inc. (2003-2012), Dynegy Inc. (2011-2012) and Kindred Healthcare (2001-2008)

»	Brings extensive leadership experience as a result of her over 35-year career at McDonald's USA, LLC where she most recently held the position of President

»	Seasoned retail- and consumer-oriented executive with strong operational and corporate governance experience

»	Current public company service on the board of directors of Chico's FAS, Inc. (since 2013) (including service as Chair of the Corporate Governance and Nominating Committee and member of the Executive Committee) and Welbilt, Inc. (since 2018) (including service as member of the Compensation and Corporate Governance Committees)

»	Previously served as Chair of the board of directors of Buffalo Wild Wings (2017-2018) and on the board of directors of Monsanto Company (2008-2018)

»	Brings unique eCommerce and digital media, internet analytics, mobile and enterprise software knowledge as a result of her experience at Ignition Partners (since 2000), an early stage, technology venture capital firm

»	Provides a deep understanding of enterprise technology, including cloud computing, big data, scalability and SaaS

»	Current public company service on the board of directors of Legg Mason, Inc. (since 2017) (including service as a member of the Audit and Risk Committees)

»	Previously served on the board of directors of Plum Creek Timber Company, Inc. (2015-2016)

»	Possess a diversity of experience across a number of sectors combined with significant leadership experience, strategic depth and global experience and brings substantial experience in the areas of strategic planning and finance

»

Experienced senior executive and director, having held a variety of roles at McKinsey & Company, Inc. for 31 years in a variety of leadership roles where she served a multitude of consumer, retail, restaurant, technology and other companies and having served int he United States Department of the Treasury as the assistant secretary for management, chief financial officer and chief operating officer

»

Significant public company board and board committee experience; currently serves on the board of directors of Cardinal Health Inc. (since 2015) (including service as member of the Human Resources and Compensation Committee) and Avon Products, Inc. (since 2013) (including service as Chair of the Nominating and Corporate Governance Committee and member of the Compensation and Management Development Committee)

»	Previously served on the board of directors of CSRA Inc. (public company) (2015-2018), Computer Sciences Corporation (public company) (2013-2015), and The Advisory Board Company (private company) (2013-2017)

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»	Currently serves on the board of directors of J.C. Penney Company, Inc. (since 2013) (including service as Chairman of the Board and Chair of the Corporate Governance Committee) and Cintas Corporation (since 2007) (including service as Chair of the Audit Committee and member of the Nominating and Corporate Governance Committee)

»	Previously served on the board of directors of Canadian Imperial Bank of Commerce (2004-2019), Scripps Network Interactive, Inc. (2008-2018) and Pzena Investment Management, Inc. (2008-2013)

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ü	Annual election of directors and a fully declassified Board by the 2020 annual meeting

ü	Active Board refreshment

•	Work with a nationally recognized director search firm as part of an exhaustive process to identify world-class director-candidates who bring desirable skills and fresh perspectives to the Board

•	Six new independent directors added to the Board since April 2016 and a new independent director nominee for the 2019 Annual Meeting

•	Appointed Myron E. (Mike) Ullman, III to the Board effective in April 2016

•	Appointed Cia Buckley Marakovits to the Board effective in December 2016

•	Appointed Mayree C. Clark and Michael J. Embler to the Board effective in January 2018

•	Appointed Janice L. Fields and Nancy Killefer to the Board effective in January 2019

•	Nominated Michelle J. Goldberg for election to the Board at the 2019 Annual Meeting

•	Since 2015, the average tenure of our independent directors has been reduced from 14 years to 2.5 years, and the average age has been reduced from 71 years to 61 years

ü	Eight independent directors out of nine directors and fully independent Audit, Compensation and Nominating and Corporate Governance committees

ü	Significant refreshment of the Audit, Compensation and Nominating and Corporate Governance committees recently

•	In January 2019:

▪	Appointed Ms. Killefer and Mr. Litt to the Audit Committee

▪	Appointed Ms. Buckley Marakovits and Ms. Fields to the Compensation Committee and named Ms. Clark as Chair of such Committee

•	In October 2018:

▪	Appointed Ms. Clark and Mr. Embler to the Nominating and Corporate Governance Committee

•	Since 2016:

▪	New Chairs named to the Audit, Compensation and Nominating and Corporate Governance committees

▪	83% of committee memberships have been refreshed

•	Following extensive shareholder engagement, the Board created a Lead Director role in December 2016 and appointed Myron Ullman, III, who also serves as Chair of the Nominating and Corporate Governance Committee, to serve in such capacity

ü	Other governance highlights

•	Regular executive sessions of independent directors

•	Average Board and committee attendance of 98% for continuing Board members in 2018

•	Robust stock ownership guidelines for executive officers and directors

•	Clawback and anti-hedging policies

•	Enhanced annual Board and committee performance evaluation process

•	Robust governance policies

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•	Majority voting policy for directors

•	Active shareholder engagement by management and independent directors

•	Formal CEO and key executive officer succession planning

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•	the election of six directors named in this proxy statement to serve until the 2020 annual meeting of shareholders and until his or her successor has been duly elected and qualified;

•	the ratification of the appointment of KPMG LLP (KPMG) as our independent registered public accounting firm for the year ending December 31, 2019; and

•	the approval (on an advisory basis) of the compensation of our named executive officers.

Proposal 1 -	FOR each director nominee named in this proxy statement.

Proposal 2 -	FOR the ratification of KPMG's appointment as our independent registered public accounting firm for 2019.

Proposal 3 -	FOR the advisory approval of the compensation of our named executive officers.

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(1)

We have relied upon information supplied by certain beneficial owners and upon information contained in filings with the SEC. Share figures shown assume that outstanding TRG units are not exchanged for common stock under the Continuing Offer (to avoid duplication, as a corresponding number of shares of Series B Preferred Stock are owned by each holder of TRG units) and that outstanding shares of Series B Preferred Stock are not converted into common stock (which is permitted, under specified circumstances, at the ratio of one share of common stock for every 14,000 shares of Series B Preferred Stock, with any resulting fractional shares redeemed for cash). As of April 30, 2019, there were 87,613,458 beneficially owned shares of Voting Stock outstanding, consisting of 61,166,581 shares of common stock and 26,446,877 shares of Series B Preferred Stock.

(2)	Under the Taubman Centers, Inc. Non-Employee Directors' Deferred Compensation Plan, the restricted share units granted are fully vested at the time of grant but do not have voting rights. The deferral period continues until the earlier of the termination of director service or a change of control.

(3)

Consists of (A) 38,314 shares of Series B Preferred Stock owned by Robert Taubman, 1,338,496 shares of Series B Preferred Stock owned by R & W-TRG LLC (R&W), a company owned by Robert Taubman and his brother, William Taubman (shared voting and dispositive power), 22,311,442 shares of Series B Preferred Stock owned by Taubman Ventures Group LLC (TVG) (shared voting and dispositive power), 5,000 shares of Series B Preferred Stock owned by TG Partners (shared voting and dispositive power), and 472,650 shares of Series B Preferred Stock owned by TF Associates, LLC (TFA) (shared voting and dispositive power) (in aggregate, 91.4% of the Series B Preferred Stock) and (B) 46,275 shares of common stock that Robert Taubman owns, 265,246 shares of common stock that RSTCO, LLC owns, 264,000 shares of common stock owned by an irrevocable trust for which Robert Taubman is the sole trustee for the benefit of Robert Taubman and his children, 27,895 shares of common stock owned in UTMA accounts for the benefit of his children, 711,504 shares of common stock owned by R&W (shared voting and dispositive power) and 186,837 shares of common stock owned by TVG (shared voting and dispositive power) (in aggregate, 2.5% of the common stock).

(4)	Consists of 17,149 shares of common stock, 19 shares of common stock on an as-converted basis held through a stock fund of the 401(k) plan, and 12,962 shares of Series B Preferred Stock, owned by Simon Leopold.

(5)

Consists of (A) 25,036 shares of Series B Preferred Stock owned by William Taubman, 1,338,496 shares of Series B Preferred Stock owned by R&W (shared voting and dispositive power), 22,311,442 shares of Series B Preferred Stock owned by TVG (shared voting and dispositive power), 5,000 shares of Series B Preferred Stock owned by TG Partners (shared voting and dispositive power) and 472,650 shares of Series B Preferred Stock owned by TFA (shared voting and dispositive power) (in aggregate, 91.3% of the Series B Preferred Stock), and (B) 43,032 shares of common stock that William Taubman owns, 203,588 shares of common stock that WSTCO, LLC owns, 711,504 shares of common stock owned by R&W (shared voting and dispositive power) and 186,837 shares of common stock owned by TVG (shared voting and dispositive power) (in aggregate, 1.9% of the common stock).

(6)

Consists of 3,000 shares of common stock and 3,829 restricted share units granted under the Taubman Centers Inc. Non-Employee Directors Deferred Compensation Plan that Jonathan Litt owns, 251,400 shares of common stock that Land & Buildings Capital Growth Fund, LP owns (shared voting and dispositive power), 217,600 shares of common stock that Land & Buildings Real Estate Opportunity Fund, LP owns (shared voting and dispositive power), and 645,947 shares of common stock that managed accounts of Land & Buildings Investment Management, LLC owns (shared voting and dispositive power) (in aggregate, 1.8% of the common stock). Jonathan Litt also owns 436 shares of Series J Preferred Stock, which does not have voting rights.

(7)

Includes 100 shares of common stock owned by the A. Alfred Taubman Restated Revocable Trust and 186,837 shares of common stock owned by TVG (shared voting and dispositive power). Also includes 22,311,442 shares of Series B Preferred Stock owned by TVG (shared voting and dispositive power) and 5,000 shares of Series B Preferred Stock owned by TG Partners (shared voting and dispositive power) (in aggregate, 84.4% of the Series B Preferred Stock). To avoid duplication, excludes TRG units of the same amount as Series B Preferred Stock owned by such entities. The A. Alfred Taubman Restated Revocable Trust has sole authority to vote and dispose of the shares of Series B Preferred Stock owned by TG Partners. The A. Alfred Taubman Restated Revocable Trust disclaims beneficial ownership in the Voting Stock and TRG units owned by TVG and TG Partners beyond its pecuniary interest in those entities.

(8)

Consists of 239 shares of Series B Preferred Stock owned by Gayle Taubman Kalisman, 22,311,442 shares of Series B Preferred Stock owned by TVG (shared voting and dispositive power), 5,000 shares of Series B Preferred Stock owned by TG Partners (shared voting and dispositive power) and 472,650 shares of Series B Preferred Stock owned by TFA (shared voting and dispositive power) (in aggregate, 86.2% of the Series B Preferred Stock) and 186,837 shares of common stock owned by TVG (shared voting and dispositive power).

(9)

Robert Taubman, William Taubman and Gayle Taubman Kalisman are co-trustees of the A. Alfred Taubman Restated Revocable Trust, and share voting and dispositive power over shares and TRG units beneficially owned by such trust. The A. Alfred Taubman Restated Revocable Trust, Robert Taubman, William Taubman and Gayle Taubman Kalisman may be deemed to beneficially own 186,837 shares of common stock owned by TVG, 5,000 shares of Series B Preferred Stock owned by TG Partners, 22,311,442 shares of Series B Preferred Stock owned by TVG and 472,650 shares of Series B Preferred Stock owned by TFA. Such amounts are disclosed in notes 3, 5, 7 and 8. To avoid duplication, excludes the TRG units owned by TVG, TG Partners and TFA. Each person disclaims beneficial ownership in the Voting Stock and TRG units owned by TVG, TFA and TG Partners beyond such person's pecuniary interest in such entities.

(10)	Pursuant to Schedule 13G/A filed with the SEC on February 13, 2019. Represents 14.5% of the common stock. The Vanguard Group, Inc. has sole power to vote 85,416 shares, shared power to vote 68,471 shares, sole power to dispose 8,745,670 shares, and shared power to dispose 95,602 shares.

(11)	Pursuant to Schedule 13G/A filed with the SEC on February 11, 2019. Represents 11.8% of the common stock. This report includes holdings of various subsidiaries of the holding company. BlackRock, Inc. has sole power to vote 6,938,854 shares and sole power to dispose 7,195,626 shares.

(12)	Pursuant to a Schedule 13G filed with the SEC on February 14, 2019. Represents 8.3% of the common stock. This report includes holdings of various subsidiaries of the holding company. Cohen & Steers, Inc. has sole power to vote 4,448,284 shares and sole power to dispose 5,087,216 shares..

(13)	Consists of an aggregate of (A) 2,920,175 shares of common stock beneficially owned and 58,953 shares of common stock subject to issuance under the Non-Employee Directors' Deferred Compensation Plan (in aggregate, 4.9% of the common stock), and (B) 24,203,900 shares of Series B Preferred Stock beneficially owned (in aggregate, 91.5% of the Series B Preferred Stock).

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•	Senior Leadership Experience.

•	Financial Acumen and Investor Expertise.

•	Asia Expertise.

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•	Real Estate Experience.

•	Retail, Consumer and Hospitality Expertise.

•	Brand Marketing, Social Media and Digital and Technology Expertise.

•	Business Transformation and Transactional Experience.

•	Governance Experience.

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•	support a strong Board culture and encourage director participation by fostering an environment of open dialogue and constructive feedback among the directors and facilitating communication across Board committees and among the Chairman, the Board as a whole and Board committees;

•	serve as a liaison between the Chairman and the independent directors, with the understanding (and expectation) that all directors will engage with the Chairman and vice versa as they deem appropriate;

•	act as a sounding board and advisor to the President and Chief Executive Officer along with other directors;

•

preside at executive sessions of the independent directors, invite directors to raise items for discussion at such sessions and coordinate feedback and follow-up with the Chairman, the chairpersons of relevant Board committees and other directors as appropriate, including with respect to the executive sessions for formally evaluating the performance of the President and Chief Executive Officer and senior management each year;

•	call meetings of the independent directors, establish the agenda of such meetings with the input of other directors and preside over such meetings;

•	be available to meet with major shareholders of TCO as appropriate;

•	advise the Chairman as to the Board's information needs and work with the Chairman as needed to coordinate and provide feedback and input regarding Board meeting agendas, schedules and materials in order to support Board deliberations and enable sufficient time for discussion of all agenda items;

•	facilitate as appropriate the responsibilities of the Board, the committees of the Board and senior management; and

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•	perform such other responsibilities as may be designated by the Board from time to time.

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(1)	Ms. Clark and Mr. Embler were appointed to the Nominating and Corporate Governance Committee in late 2018.

(2)

Ms. Fields and Ms. Killefer were appointed to the Board effective January 16, 2019, to fill the vacant Board seats following the resignation of Mr. Chazen, who served on the Audit Committee and Compensation Committee, and Mr. Hatkoff, who served on the Compensation Committee and Nominating and Corporate Governance Committee. Ms. Fields was appointed to the Compensation Committee, and Ms. Killefer was appointed to the Audit Committee, effective January 2019.

(3)	Mr. Litt was elected to the Board at the 2018 annual meeting and was appointed to the Audit Committee effective January 2019.

(4)	Ms. Buckley Marakovits resigned from the Audit Committee and was appointed to the Compensation Committee effective January 2019.

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•	the Compensation Committee's individual consultants receive no incentive or other compensation based on the fees charged to us for other services provided by Willis Towers Watson or any of its affiliates, if any;

•	the Compensation Committee's individual consultants are not responsible for selling other Willis Towers Watson or affiliate services to us;

•	Willis Towers Watson's professional standards prohibit the Compensation Committee's individual consultants from considering any other relationships that Willis Towers Watson or any of its affiliates may have with us in rendering their advice and recommendations;

•	the Compensation Committee has the sole authority to retain and terminate its compensation consultants;

•	the Compensation Committee's individual consultants have direct access to the Compensation Committee without management intervention and may participate in executive sessions with the Compensation Committee; and

•	the Compensation Committee evaluates the quality and objectivity of the services provided by the consultants each year and determines whether to continue to retain the consultants.

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•	for director nominations:

•	the name and address of the person or persons being nominated;

•	the consent of each nominee to serve as a director if elected and to be named in the proxy statement;

•

a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the shareholder and beneficial owner, if any, and their respective affiliates and associates and others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates or others acting in concert therewith, on the other hand;

•	a description of certain voting or compensatory arrangements;

•	information regarding the nominee to enable us to determine whether the proposed nominee qualifies as an independent director and otherwise is in compliance with our policies and guidelines applicable to directors; and

•	such other information regarding each nominated person that would be required in a proxy statement filed pursuant to the SEC's proxy rules in the event of an election contest.

•	for other business, a brief description of such business, the reasons for conducting such business and any material interest in such business; and

•	for a shareholder and beneficial owner(s), if any, on whose behalf the nomination or proposal is being made:

•	the name and address of the shareholder (and beneficial owner, if any);

•	the class and number of shares of our stock that the shareholder (and beneficial owner, if any) owns;

•	information regarding such persons' interest (and the interest of related persons) in the matters being proposed;

•	arrangements between the persons proposing such action;

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•	the interests of such persons and related persons in our stock, including disclosure of agreements that involve hedging, short positions and similar arrangements and agreements that involve acquiring, voting, holding or disposing of our stock; and

•	whether such persons intend to solicit proxies in support of the nominee or proposed business.

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•

Since our reorganization in 1998, TCO has been the largest owner of TRG, TCO's operating partnership, followed by members of the Taubman family, collectively. Since the reorganization, the members of the Taubman family, collectively, have owned approximately 30% of TRG's partnership units and approximately 30% of TCO's Voting Stock, and they have rarely sold any equity, except very occasionally in de minimis amounts and generally in connection with compensation related grants, ensuring the alignment of its interests with those of all other Taubman shareholders.

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•	The pledged shares are not used to shift or hedge any economic risk in owning interests in TCO or TRG. These shares collateralize loans used to fund outside personal business ventures. If affiliated entities of Robert Taubman and William Taubman had been unable to pledge these securities, they may have been forced to sell a portion of them in order to obtain the necessary funds.

•	The pledged securities represent 2.9% of our outstanding voting shares as of April 30, 2019, and therefore, do not present any appreciable risk for investors or us.

•	The pledges represent only 10% of our voting stock beneficially owned by affiliated entities of Robert Taubman and William Taubman. Excluding the pledged shares, each person still substantially exceeds our stock ownership guidelines.

•

In accordance with the Insider Trading Policy, such persons have the financial capacity to repay their outstanding loans without resorting to the pledged securities. In the unlikely event such a sale were necessary, (i) the use of the cash tender agreement would seem to be the best way for the lenders to realize the maximum value of their collateral, which most likely would occur through an underwritten public offering of common stock by us, and (ii) if open market sales were necessary, based on the 30-day average trading volume for shares of our common stock as of April 26, 2019, it would take 9 days for the pledged securities to be sold in the open market. Furthermore, their unpledged ownership is very substantial and would likely be able to prevent any margin call.

•	We have an active shareowner engagement program in which we meet regularly with our largest shareowners and, if raised, discussed any pledging concerns.

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•	Continued to deliver attractive financial performance, despite a challenging retail environment, and enhanced the value of our existing portfolio of assets;

•	Continued Board-level review and discussion of near- and long-term corporate strategy, business initiatives, capital allocation, financial and operating performance, our properties and opportunities to create shareholder value and strengthen the business;

•	Initiated a strategic portfolio review, resulting in decisive actions, including earlier this year agreeing to sell 50 percent of Taubman Asia’s interests in three Asia-based shopping centers to funds managed by The Blackstone Group, a best-in-class real estate partner;

•	Transitioned to annual elections of the Company’s directors, with all members of the Board standing for election to one-year terms beginning with next year’s annual meeting;

•	Transformed the Board, with seven new independent directors, more than two-thirds of the Board, being new since 2016, and seven longer-tenured directors leaving the Board;

•	Used Board evaluations and a refreshed skills matrix developed by the Nominating and Corporate Governance Committee working with Heidrick & Struggles, a nationally recognized executive search firm, to identify and

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•	Reduced average independent director tenure to 2.5 years, down from over 14 years as of the beginning of 2016;

•	Increased the gender diversity of the Board with five female independent directors and nominees for our nine-person Board, resulting in a majority female Board as well as female directors holding important Board and committee roles;

•	Enhanced our Board and committees’ self-evaluation process, including through the implementation of written evaluations beginning in 2019, to ensure effective functioning and identifying potential improvements;

•	Memorialized in the Board’s Corporate Governance Guidelines and Charter of the Nominating and Corporate Governance Committee that the re-nomination of incumbent directors to stand for additional terms is not automatic but rather is to be assessed on an individual basis according to specified factors;

•	Amended the Corporate Governance Guidelines and Charter of the Nominating and Corporate Governance Committee to affirm our directors’ commitment to enhance diversity on the Board, including through the inclusion of diverse candidates in the pool of individuals considered for nomination to the Board;

•

Reviewed the Company’s Board leadership structure and created an independent Lead Director position to support our independent committees and committee chairs, with the lead director position empowered with robust responsibilities, including market-leading duties supporting a strong Board culture, encouraging participation by all independent directors, fostering open dialogue, stimulating constructive feedback and communication, and mandating that the Board’s regular self-evaluation should specifically include an evaluation of the Lead Director position and its functioning;

•	Expanded our investor engagement and proxy advisory firm engagement involving members of the Nominating and Corporate Governance Committee and other members of the Board and, as appropriate, the Company’s management team, in addition to formalizing that Committee’s role in overseeing this engagement and considering shareholder and proxy advisory firm perspectives;

•	Reconstituted the Nominating and Corporate Governance Committee to include four of our newest independent directors, specifically Ms. Clark (joined in 2018), Mr. Embler (2018); Ms. Marakovits (2016); and Mr. Ullman (2016);

•	Appointed a new Chair of the Compensation Committee, placing one of the newest directors (Ms. Clark) into that position;

•	Included expanded disclosures in this year’s proxy statement to address items of interest to investors;

•

Enhanced Company disclosures, including in the Annual Report on Form 10-K and in this proxy statement, to provide greater clarity on the Company’s historical and current capital and voting structures, including the Series B Preferred shares, show how these structures promote alignment (and do not represent an unequal, dual-class share structure with disproportionate or misaligned economic and voting interests) and outline the rights of shareholders; and

•	Otherwise expanded and enhanced its disclosures to investors through various mediums.

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•	forward the communication to the director or directors to whom it is addressed; in particular, matters addressed to the Chairman of the Audit Committee will be forwarded unopened directly to such Chairman;

•	attempt to handle the inquiry directly where the communication does not appear to require direct attention by the Board or an individual member, e.g. the communication is a request for information about us or is a stock-related matter; or

•	not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

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•	Net income attributable to common shareholders of $0.95 per diluted common share, compared to $0.91 per diluted common share in 2017

•	Adjusted FFO (AFFO) per diluted common share of $3.83(1) compared to AFFO per diluted share of $3.70 in 2017(2)

•	Comparable Center Net Operating Income (NOI) in 2018 compared to 2017:

•	Increased by 4.4% - including lease cancellation income

•	Increased by 3.8% - excluding lease cancellation income

•	AFFO,

•	Growth in Comparable Center NOI, excluding lease cancellation income,

•	Asia goals related to combined center NOI and operating performance, and

•	Absolute and relative total shareholder return (TSR).

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•	For the second consecutive year, Mr. R. Taubman volunteered, with the approval of the Compensation Committee (the Committee), to forfeit all of his annual equity awards and to put his base salary and individual cash bonus at risk of forfeiture as detailed further on pages 40 and 46.

•

Similarly to 2017, the Committee adopted a tiered bonus funding approach that would begin funding the individual target cash bonus for Mr. R. Taubman only in the event our FFO/share was at the mid-point of our 2018 guidance range. Based on our performance results (which exceeded the midpoint of the guidance range), Mr. R. Taubman received 2018 total direct pay of $1.6 million compared to his total direct target compensation of approximately $5 million.

•	These forfeiture actions were initiated by Mr. R. Taubman and supported by the Committee and the Board, given the collective focus on the long-term health of the business and advancing long-term value creation for shareholders.

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•	40% RSUs and 60% PSUs (30% Relative TSR and 30% Comparable Center NOI with Absolute TSR Modifier) (1)(2)

(1)	With the exception of Mr. Wright due to the nature of his two-year assignment as described on pages 67 and 68

(2)	The Committee expanded the performance metrics in 2016 to include Comparable Center NOI with an absolute TSR modifier to strengthen the alignment with shareholder interests

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(i)	Time-based award with a three-year cliff vesting period (Restricted TRG Profits Units);

(ii)	Performance-based award that is based on the achievement of relative TSR thresholds over a three-year period (Relative TSR Performance-based TRG Profits Units); and

(iii)	Performance-based award that is based on the achievement of Comparable Center NOI thresholds with an absolute TSR modifier which limits the payout at target if absolute TSR is not positive over a three-year period (NOI Performance-based TRG Profits Units).

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(1)	The amounts reflect each NEO's LTIP target. These amounts differ from the grant-date fair value amounts reflected in the Summary Compensation table-Stock Awards column, which is based on various valuation assumptions described in note 13 of our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.

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•	Annual bonus target vs actual bonus paid

•	The difference between target PSU value at grant and the realizable value on December 31, 2018 using our share price on December 31, 2018

•	Realizable value - For the 2016 Relative TSR PSU award, reflects actual vesting multiple as of March 1, 2019 (end of vesting period); for the 2016 Comparable Center NOI PSU award, reflects actual vesting multiple as of December 31, 2018 (end of vesting period)

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(i)	payment of annual salary, unused paid time off or unused vacation earned and accrued prior to such termination (paid no more than 30 days after termination);

(ii)

a cash lump sum payment (payable within 65 days after termination) equal to the sum of (A) 250% of the sum of (I) 12 times the highest monthly base salary in the twelve-month period preceding the month in which termination occurs (Annual Base Salary) and (II) the greater of the Participant’s target bonus in the year of termination or the highest bonus earned in the last three full fiscal years (or for such lesser number of full fiscal years prior to termination), including annualization for a bonus earned in a partial fiscal year (Annual Bonus) (collectively, CIC Cash Severance) and (B) 18 times the applicable monthly COBRA premium, with the CIC Cash Severance to be reduced by any Annual Base Salary or Annual Bonus payable for a termination event under any employment agreement (including a change of control employment agreement) the Participant otherwise has with us;

(iii)	full and immediate vesting of the Participant’s unvested equity awards (other than performance equity awards) under the 2008 or 2018 Omnibus Long-Term Incentive Plan; and

(iv)	the vesting of the Participant’s unvested performance equity awards under the 2008 or 2018 Omnibus Long-Term Incentive Plan, with the determination of performance and other factors as provided under the terms of the applicable plan and related award agreement.

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(1)	In 2017, the Committee approved a Workforce Retention Program for key employees including a CFO Retention Award. Mr. Leopold received a cash award of $400,000, payable in equal installments in March 2018 and 2019.

(2)	The amounts reported consist of the grant-date fair value (excluding the effect of estimated forfeitures) of RSUs, PSUs and Profits Units granted under the 2008 Omnibus Plan.

(3)

The amounts earned in 2018 were under the 2018 annual bonus program. Payment of such bonus occurred on March 8, 2019, for NEOs and March 15, 2019 for Mr. R. Taubman. Mr. Wright's bonus payment includes an additional $250,000 pre-paid bonus (paid over equal installments throughout the year) with a claw-back provision based on individual and Company performance per the terms of his employment agreement for his expatriate assignment.

(4)

Amounts for 2018 include: 401(k) Plan Company contributions for Mr. R. Taubman ($5,961); Mr. Leopold ($13,750); Mr. W. Taubman ($4,917); and Mr. Wright ($13,750). The following perquisites for 2018: Mr. R. Taubman - financial planning ($10,000), insurance premiums ($21,336), and, due to a time-off policy change, payout of paid time off accrual balance that had built up over several years that was never taken ($187,550). Mr. Simon - insurance premiums ($3,864), and payout of paid time off accrual ($54,585). Mr. W. Taubman - financial planning ($10,000), insurance premiums ($11,088) and payout of paid time off accrual balance ($121,345). Mr. Wright - expatriate payments relating to shipping of household goods, ($38,875 which includes a $19,488 gross up), a grossed up payment to cover taxes ($17,306), insurance premiums ($2,520) and payout of paid time off accrual balance ($40,179). Mr. Sharp - housing costs ($200,484), auto-related costs, personal travel and other personal expenses paid in equal monthly installments ($150,000), travel and life insurance ($15,303) and group medical plans ($40,357).

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•	Relative TSR: Our relative performance against members of a comparator group consisting of companies in the FTSE NAREIT All REITs Index (Property Sector: Retail) as of the grant date (NAREIT Index), with respect to total shareholder return over a three-year period. We utilized the full NAREIT Index to ensure the perception of objectivity in setting such performance measures.

•

NOI Growth with Absolute TSR Modifier: The three-year simple average for Comparable Center NOI growth with growth targets set by the Committee at the time of grant which are reasonably possible but challenging based on historical comparisons and our budget. PSUs have a 0% to 300% payout with an absolute TSR modifier which limits the payout to 100% (target) if absolute TSR is not positive for the three-year period. Profits Units also have an absolute TSR modifier which limits the payout to 1/3rd of the award value (target) if absolute TSR is not positive for the three-year period.

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(1)	The amounts in this column relate to the 2018 annual bonus program. Mr. Wright's full year target is $462,500 which consists of a bonus target of $212,500 and an additional bonus opportunity of $250,000 paid on a biweekly basis with a clawback provision as per the terms of his employment agreement.

(2)	Awards of Restricted TRG Profits Units.

(3)	Awards of Restricted TRG Profits Units for Dividend Equivalent Rights.

(4)	Awards of Relative TSR Performance-based TRG Profits Units.

(5)	Awards of Relative TSR Performance-based TRG Profits Units for Dividend Equivalent Rights.

(6)	Awards of NOI Performance-based TRG Profits Units.

(7)	Awards of NOI Performance-based TRG Profits Units for Dividend Equivalent Rights.

(8)	Awards of RSUs.

(9)	Awards of Relative TSR PSUs.

(10)	Awards of Comparable Center NOI PSUs.

(11)	See note 2 to the Summary Compensation Table for information regarding the grant-date fair value of each award. Each Restricted TRG Profits Unit awarded on March 7, 2018 had a grant date fair value of $49.29, each Relative TSR Performance-based TRG Profits Unit had a grant date fair value of $22.22, and each NOI Performance-based TRG Profits Unit had a grant-date fair value of $16.43.

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(1)	The RSUs vest as follows:

(2)	Based upon the closing price of our common stock on the NYSE on December 31, 2018 of $45.49.

(3)	Assumes the achievement of the target performance goal based upon performance through December 31, 2018 being above the threshold performance goal and at or below the target performance goal. The achievement of the target performance goal would result in a 100% payout of the target PSU grant for 2018, 2017, and 2016.

(4)	Represents maximum units awarded for TRG Profits Units for Dividend Equivalent Rights.

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(1)	Includes the vesting of RSUs and PSUs that vested on March 1, 2018. Additional RSUs vested on December 31, 2018 related to a Retention Award for Mr. Leopold.

(2)	The value realized for purposes of the table is based upon the number of shares of common stock received upon vesting multiplied by the closing price of the common stock on the NYSE on the vesting date. The closing price of the common stock on March 1, 2018 and December 31, 2018 was $59.19 and $45.49, respectively.

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(1)	Our contributions to the supplemental retirement savings plan ended in 2013.

(2)	None of the earnings set forth in the table are above-market or preferential, and therefore none of such amounts are reflected in the Summary Compensation Table.

(3)	Withdrawals and distributions are not reflected in the Summary Compensation Table.

(4)	For Messrs. R. Taubman and W. Taubman, $71,902 and $65,078, respectively, was reported in the Summary Compensation Table from 2006 through 2013 as compensation, in aggregate, all of which related to the Company's contributions to the supplemental retirement savings plan.

(5)	Represents a loss due to a $19.94 per share decrease in the common stock price. The share price decrease is with respect to the options previously exercised and the deferral of the underlying TRG units.

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(i)	payment of annual salary, unused paid time off or unused vacation earned and accrued prior to such termination (paid no more than 30 days after termination);

(ii)

a cash lump sum payment (payable within 65 days after termination) equal to the sum of (A) 250% of the sum of (I) 12 times the highest monthly base salary in the 12-month period preceding the month in which termination occurs (Annual Base Salary) and (II) the greater of the Participant’s target bonus in the year of termination or the highest bonus earned in the last three full fiscal years (or for such lesser number of full fiscal years prior to termination), including annualization for a bonus earned in a partial fiscal year (Annual Bonus) (collectively, CIC Cash Severance) and (B) 18 times the applicable monthly COBRA premium, with the CIC Cash Severance to be reduced by any Annual Base Salary or Annual Bonus payable for a termination event under any employment agreement (including a change of control employment agreement) the Participant otherwise has with us;

(iii)	full and immediate vesting of the Participant’s unvested equity awards (other than performance equity awards) under the Omnibus Plan; and

(iv)	the vesting of the Participant’s unvested performance equity awards under the Omnibus Plan, with the determination of performance and other factors as provided under the terms of the Omnibus Plan and related award agreement.

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•	accrued and unpaid compensation and benefits; and

•	other vested benefits in effect on the date of the termination.

Ÿ	the amounts noted above for termination for cause; and

•	an annual cash bonus for the year in which the termination of employment occurs, pro-rated through the date of termination.

•	the amounts noted above for termination by reason of death or disability;

•	two and a half times the executive's annual base salary and annual cash bonus;

•	continued welfare benefits and perquisites for at least thirty months; and

•	outplacement services for one year.

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(i)	Base salary and additional salary shall continue to be paid to him until the end of the Wright Term;

(ii)	Payment of the target bonus and additional bonus for the period ending at the end of the Wright Term or prorated for any partial year that may fall within the aforementioned period;

(iii)

Reimbursement for the cost of continuing his health insurance coverage under our benefit plans for the maximum continuation period allowed under such plans, but not longer than three months; provided, however, that (i) he shall in good faith endeavor to find other comparable employment, and (ii) any salary or bonus continuation due to him will be subject to reduction on a dollar-for-dollar basis according to any cash compensation earned by him as a result of such other employment.

(iv)	We will reimburse Mr. Wright for his reasonable out of pocket expenses incurred in relocating back to Hong Kong.

(i)	Mr. Wright fully participates in our sponsored home marketing program;

(ii)	The residence is listed for sale at a reasonable and market rate as advised by an independent realtor (and confirmed by appraisal if requested by us); and

(iii)	We are provided with all relevant documentation related to the purchase and sale of the residence.

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(i)	Base salary shall continue to be paid to him until the earlier of (i) the end of the Sharp Term or (ii) or the date that is two years after such termination;

(ii)	Payment of the target bonus for the period ending on the earlier of (i) the end of the Sharp Term or (ii) or the date that is two years after such termination;

(iii)	The housing costs and personal expenses shall continue to be paid or reimbursed for a period of three calendar months following such termination;

(iv)

Reimbursement for the cost of continuing his health insurance coverage under our benefit plans for the maximum continuation period allowed under such plans, but not longer than three (3) months; provided, however, that (i) he shall in good faith endeavor to find other comparable employment, and (ii) any salary or bonus continuation due to him will be subject to reduction on a dollar-for-dollar basis according to any cash compensation earned by him as a result of such other employment.

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•	Accrued salary, cash bonus and paid time off.

•	Potential payment under Mr. Wright's Home Protection Agreement upon termination resulting from a Change of Control or reimbursement of reasonable out of pocket expatriate expenses relating to Mr. Wright relocating back to Hong Kong.

•	Costs of any mandated governmental assistance program to former employees.

•	Amounts outstanding under the Company's 401(k) plan.

•

Supplemental Retirement Savings Plan.    If such participant's employment is terminated for any reason, upon the occurrence of specified events (including a change of control of TRG, the dissolution of TRG or the termination (without renewal) of the Manager's services agreement with TRG), or we accelerate such payment as of December 31, 2018, then the participant would receive the aggregate balance amount relating to the plan as set forth in the “Non-qualified Deferred Compensation in 2018” table.

•

Mr. R. Taubman's Deferral of TRG Units.    If Mr. R. Taubman's employment is terminated for any reason as of December 31, 2018, the Deferred TRG units will be paid to Mr. R. Taubman in five annual installments. If Mr. R. Taubman's employment is terminated within six months of a change of control, then the Deferred TRG units will be paid to Mr. R. Taubman in a single distribution. The aggregate balance amount relating to this deferral arrangement is set forth in the “Non-qualified Deferred Compensation in 2018” table.

•	The 2008 Omnibus Plan provides for the acceleration of vesting of share-based awards upon retirement, death, disability, layoff in connection to a reduction in force or a change of control. The closing price of our common stock on December 31, 2018 was $45.49. The table reflects the intrinsic value of such acceleration, which is:

•	for each unvested RSU or Restricted TRG Profits Units, $45.49; and

•	for each PSU or Profits Units, in the case of death, disability, layoff in connection to a reduction in force (or retirement, for the annual PSU grants) or in the case of a change of control, $45.49 multiplied by:

•	1x for each 2018 NOI TRG Profit Unit or PSU (estimated multiplier as of December 31, 2018)

•	0x for each 2018 Relative TSR Profit Unit or PSU (estimated multiplier as of December 31, 2018)

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•	0.6x for each 2017 NOI TRG Profit Unit or PSU (estimated multiplier as of December 31, 2018)

•	0.76x for each 2017 Relative TSR Profit Unit or PSU (estimated multiplier as of December 31, 2018)

•	0.9x for each 2016 NOI TRG Profit Unit or PSU (actual multiplier as of December 31, 2018)

•	0.66x for each 2016 Relative TSR Profit Unit or PSU (actual multiplier as of March 1, 2019)

•	The Committee has discretion to accelerate the vesting of RSU, PSU and Profits Units awards to the extent not expressly set forth above. The table assumes the Committee does not utilize such discretion.

•	For a termination following a change of control, the table below assumes such termination is other than for cause, death or disability, or due to the executive resigning for good reason, or upon certain terminations in connection with or in anticipation of a change of control.

•	None of the NEOs are eligible for retirement and therefore termination due to retirement is not included in the table below.

•	Life insurance amounts only reflect policies paid for by us.

•	The table assumes a “disability” is of a long-term nature, which triggers vesting of share-based awards. Disability payments are shown on an annual basis.

(1)	Except as specified in "-Items Not Reflected in Table," such person does not receive any additional payments if (A) he voluntarily terminates his employment, or (B) his employment is terminated by the Company with or without cause.

(2)	Miscellaneous Benefits amount includes the estimated payment equivalent in value of continuing health benefits for 18 months after December 31, 2018 (using 2018 COBRA rates) as per the Severance Plan. For Mr. Leopold, the Miscellaneous Benefits amount also includes outplacement services for one year after December 31, 2018 as per his Change-In-Control Agreement.

(3)	Miscellaneous Benefits amount includes the estimated value of continuing health and welfare benefits for 30 months after December 31, 2018 (using 2018 COBRA rates) and outplacement services for one year after December 31, 2018 as per Mr. Leopold's Change-in-Control Agreement.

(4)	Cash Severance amount reflects the amount payable under the Severance Plan as it is equal to, or greater than, the benefit provided under the NEO's Employment Agreement or Change-In-Control Agreement.

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(5)	Miscellaneous Benefit amount includes the estimated value of continuing health benefits for three months after December 31, 2018 (using the 2018 Hong Kong health benefit rate) and continued housing and personal allowance for three months after December 31, 2018 as per Mr. Sharp's Employment Agreement.

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•	the plan for, and the independent registered public accounting firm's report on, each audit of our financial statements;

•	the appropriateness of KPMG’s fees, taking into account the size and complexity of TCO and the resources necessary to perform the audit and other engagement matters;

•	the continued independence of our independent registered public accounting firm and the monitoring of any engagement of the independent registered public accounting firm to provide non-audit services;

•	our quarterly and annual financial statements contained in reports filed with the SEC or sent to shareholders;

•	changes in our accounting practices, principles, controls or methodologies, or in our financial statements;

•	significant developments in accounting rules;

•	the adequacy of our internal accounting controls, and accounting, financial and auditing personnel;

•	the adequacy of our ethics and compliance programs; and

•	legal and regulatory matters that may have a material impact on the consolidated financial statements or internal control over financial reporting.

•	Higher quality audit work and accounting advice, due to KPMG’s institutional knowledge of our business and operations, accounting policies and financial systems, and internal control framework; and

•	Operational efficiencies and a resulting lower fee structure because of KPMG’s history and familiarity with our business.

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•	Shareholders owning their Voting Stock through a broker, bank or other nominee should contact such record holder directly; and

•	Shareholders of record who would like to request to discontinue or re-start householding, should contact Broadridge Investor Communications Solutions, toll-free at 1-866-540-7095, or may write to: Broadridge Investor Communications Solutions, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

•	Shareholders of record who would like to request a separate copy of the 2018 annual report and this 2019 proxy statement, see "About the Meeting - How can I access TCO's proxy materials and other reports filed with the SEC?".

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