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Section 1: 8-K (8-K)

Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
___________

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 17, 2019

TANGER FACTORY OUTLET CENTERS, INC.
_________________________________________
(Exact name of registrant as specified in its charter)
 
North Carolina
 
 
 
1-11986
 
 
 
56-1815473
 
 
(State or other jurisdiction of Incorporation)
 
 
 
(Commission File Number)
 
 
 
(I.R.S. Employer Identification Number)
 
3200 Northline Avenue, Greensboro, North Carolina 27408
(Address of principal executive offices) (Zip Code)
 
 
(336) 292-3010
 
 
(Registrants' telephone number, including area code)
 
 
N/A
 
 
(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares,
$0.01 par value
SKT
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:








Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.

On May 17, 2019, Tanger Factory Outlet Centers, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company approved an amendment of the Amended and Restated Incentive Award Plan to increase the aggregate number of shares authorized for issuance under the plan from 15.4 million shares to 18.7 million shares.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
As noted above, on May 17, 2019, the Company held its Annual Meeting. The first matter on which the common shareholders voted was the election of nine directors to serve until the next Annual Meeting of Shareholders. The results of the voting are as shown below:
Nominees
Votes For
Votes Against
Abstain
Broker Non-Votes
William G. Benton
65,887,616
2,383,062
168,351
18,482,307
Jeffrey B. Citrin
67,598,180
640,368
200,481
18,482,307
David B. Henry
67,526,702
744,118
168,209
18,482,307
Thomas J. Reddin
67,552,641
718,328
168,060
18,482,307
Thomas E. Robinson
65,719,905
2,553,965
165,159
18,482,307
Bridget M. Ryan-Berman
66,920,597
1,355,962
162,471
18,482,307
Allan L. Schuman
65,453,515
2,754,332
231,182
18,482,307
Susan E. Skerritt
67,909,775
376,909
152,345
18,482,307
Steven B. Tanger
67,868,811
424,143
146,075
18,482,307
The second matter on which the common shareholders voted was the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019. The results of the voting are as shown below:
Votes For
Votes Against
Abstain
Broker Non-Votes
86,193,818
445,349
282,169
The third matter on which the common shareholders voted was to amend the Amended and Restated Incentive Award Plan to increase the aggregate number of common shares authorized for issuance from 15.4 million shares to 18.7 million shares. The results of the voting are as shown below:
Votes For
Votes Against
Abstain
Broker Non-Votes
63,940,159
4,229,139
269,731
18,482,307
The fourth matter on which the common shareholders voted was the approval, on an advisory (non-binding) basis, of named executive officer compensation. The results of the voting are as shown below:
Votes For
Votes Against
Abstain
Broker Non-Votes
63,301,324
4,751,964
385,740
18,482,307
Based on the foregoing votes, each of the nine nominees named above were elected, and each other matter was approved.








Item 7.01.    Regulation FD.

On May 17, 2019, the Company issued a press release announcing the election of the Company's directors and officers.

Item 9.01.    Financial Statement and Exhibits.

(d) Exhibits

The following exhibits are included with this Report:

99.1


SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: May 17, 2019

TANGER FACTORY OUTLET CENTERS, INC.

By:  /s/ James F. Williams                 
James F. Williams
Executive Vice President and Chief Financial Officer




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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Exhibit 99.1
Tanger Elects Directors and Officers

GREENSBORO, N.C., May 17, 2019 Today, the shareholders of Tanger Factory Outlet Centers, Inc. (NYSE: SKT) elected the following directors to serve until the 2020 annual meeting of shareholders:
William G. Benton
Independent Director
Jeffrey B. Citrin
Independent Director
David B. Henry
Independent Director
Thomas E. Robinson
Independent Director
Thomas J. Reddin
Independent Director
Bridget M. Ryan-Berman
Independent Director
Allan L. Schuman
Independent Director
Susan E. Skerritt
Independent Director
Steven B. Tanger
Director
Following Thomas J. Reddin's completion of three years of service as Non-Executive Chair of the Board, the Board of Directors appointed David B. Henry to serve as Non-Executive Chair for the next three years. In addition, the Board of Directors elected the following officers to serve until the 2020 annual meeting of shareholders:
Steven B. Tanger
Chief Executive Officer
Thomas E. McDonough
President & Chief Operating Officer
James F. Williams
Executive Vice President, Chief Financial Officer
Chad D. Perry
Executive Vice President, General Counsel & Secretary
Lisa J. Morrison
Executive Vice President of Leasing
Virginia R. Summerell
Senior Vice President of Finance & Treasurer
Carrie A. Warren
Senior Vice President & Chief Marketing Officer
Charles A. Worsham
Senior Vice President of Construction & Development
Laura M. Atwell
Vice President of Marketing
Brian A. Auger
Vice President & Corporate Counsel
Leigh M. Boyer
Vice President & Corporate Counsel
Joshua D. Cox
Vice President of Tax
Kimberly A. Dane
Vice President of Operations
Rick L. Farrar
Vice President of Information Technology
Thomas J. Guerrieri Jr.
Vice President, Chief Accounting Officer & Controller
Cyndi M. Holt
Vice President of Investor Relations
Beth G. Lippincott
Vice President of Leasing
Quentin N. Pell
Vice President of Corporate Communications & Enterprise Risk Management
Mary E. Shifflette
Vice President of Leasing
Mary Anne Williams
Vice President of Human Resources






About Tanger Factory Outlet Centers
Tanger Factory Outlet Centers, Inc. (NYSE:SKT), is a publicly-traded REIT headquartered in Greensboro, North Carolina that presently operates and owns, or has an ownership interest in, a portfolio of 40 upscale outlet shopping centers. Tanger's operating properties are located in 20 states coast to coast and in Canada, totaling approximately 14.4 million square feet, leased to over 2,900 stores which are operated by more than 500 different brand name companies. The Company has more than 38 years of experience in the outlet industry. Tanger Outlet Centers continue to attract more than 181 million shoppers annually. For more information on Tanger Outlet Centers, call 1-800-4TANGER or visit the Company's website at www.tangeroutlets.com.


INVESTOR/ANALYST CONTACT: 
Jim Williams                    Cyndi Holt
EVP and CFO                      VP of Investor Relations
(336) 834-6800                    (336) 834-6892
Jim.Williams@TangerOutlets.com        Cyndi.Holt@TangerOutlets.com

MEDIA CONTACT:
Quentin Pell
Vice President of Corporate Communications & Enterprise Risk Management
(336) 834-6827
Quentin.Pell@TangerOutlets.com



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