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Section 1: 8-K (8-K)

Document
false0000899715 0000899715 2020-05-15 2020-05-15


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 15, 2020

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, Suite 360, Greensboro, NC 27408
(Address of principal executive offices)
(336) 292-3010
(Registrant’s 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:

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

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

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

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

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







Item 5.07.    Submission of Matters to a Vote of Security Holders.
On May 15, 2020, Tanger Factory Outlet Centers, Inc. (the "Company") held its Annual Meeting of Shareholders for 2020 (the "Annual Meeting"). The first matter on which the common shareholders voted was the election of seven 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
Jeffrey B. Citrin
38,480,355
2,227,492
564,783
29,814,904
David B. Henry
35,910,837
4,798,767
563,027
29,814,904
Thomas J. Reddin
38,174,887
2,553,172
544,571
29,814,904
Bridget M. Ryan-Berman
38,342,859
2,398,863
530,908
29,814,904
Susan E. Skerritt
39,919,794
824,427
528,409
29,814,904
Steven B. Tanger
38,898,999
1,892,901
480,731
29,814,904
Luis A. Ubiñas
39,846,359
884,859
541,412
29,814,904
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, 2020. The results of the voting are as shown below:
Votes For
Votes Against
Abstain
Broker Non-Votes
69,735,323
767,230
584,980
The third 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
26,870,174
13,488,725
913,731
29,814,904
Based on the foregoing votes, each of the seven nominees named above were elected, and each other matter was approved.








Item 7.01.    Regulation FD.

A copy of the Company's press release is hereby furnished as Exhibit 99.1. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specified otherwise. The information found on, or otherwise accessible through, the Company's website is not incorporated into, and does not form a part of, this current report on Form 8-K or any other report or document the Company files with or furnishes to the United States Securities and Exchange Commission.


Item 9.01.    Financial Statement and Exhibits.

(d) Exhibits

The following exhibits are included with this Current Report on Form 8-K:

99.1
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


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 15, 2020

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 15, 2020 Today, the shareholders of Tanger Factory Outlet Centers, Inc. (NYSE: SKT) elected the following directors to serve until the 2021 annual meeting of shareholders:

David B. Henry
Non-Executive Chair of the Board
Jeffrey B. Citrin
Independent Director
Thomas J. Reddin
Independent Director
Bridget M. Ryan-Berman
Independent Director
Susan E. Skerritt
Independent Director
Luis A. Ubiñas
Independent Director
Steven B. Tanger
Director

The Board of Directors also elected the following officers to serve until the 2021 annual meeting of shareholders:
Steven B. Tanger
Chief Executive Officer
Stephen J. Yalof
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 & Assistant Secretary
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 39 upscale outlet shopping centers. Tanger's operating properties are located in 20 states and in Canada, totaling approximately 14.3 million square feet, leased to over 2,800 stores which are operated by more than 510 different brand name companies. The Company has more than 39 years of experience in the outlet industry. Tanger Outlet Centers continue to attract more than 181 million visitors annually. For more information on Tanger Outlet Centers, call 1-800-4TANGER or visit the Company's website at www.tangeroutlets.com.

CONTACT: 
Jim Williams                    Cyndi Holt





EVP and CFO                      VP Investor Relations
(336) 834-6800                    (336) 834-6892
[email protected]        [email protected]    



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