0000899715-17-000113.txt : 20170519 0000899715-17-000113.hdr.sgml : 20170519 20170519161112 ACCESSION NUMBER: 0000899715-17-000113 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170519 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170519 DATE AS OF CHANGE: 20170519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TANGER FACTORY OUTLET CENTERS INC CENTRAL INDEX KEY: 0000899715 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 561815473 STATE OF INCORPORATION: NC FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11986 FILM NUMBER: 17857923 BUSINESS ADDRESS: STREET 1: 3200 NORTHLINE AVENUE SUITE 360 CITY: GREENSBORO STATE: NC ZIP: 27408 BUSINESS PHONE: 3362923010 MAIL ADDRESS: STREET 1: 3200 NORTHLINE AVENUE SUITE 360 CITY: GREENSBORO STATE: NC ZIP: 27408 8-K 1 a8-kannualmeetingvote2017.htm 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 19, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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






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

(c) Appointment of Certain Officers

Appointment of Thomas J. Guerrieri, Jr. as Chief Accounting Officer

On May 19, 2017, Tanger Factory Outlet Centers, Inc. announced the appointment of Thomas J. Guerrieri Jr. as Vice President - Chief Accounting Officer and Controller effective May 19, 2017. Mr. Guerrieri, 44, will be responsible for overseeing the Company's accounting and financial reporting functions. Mr. Guerrieri had previously served as the Company's Vice President - Controller.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 19, 2017, Tanger Factory Outlet Centers, Inc. (the "Company") held its Annual Meeting of Shareholders. The first matter on which the common shareholders voted was the election of eight 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
81,398,546
3,690,268
36,400
5,306,514
Jeffrey B. Citrin
82,003,571
3,070,570
51,072
5,306,514
David B. Henry
81,933,607
3,140,396
51,210
5,306,514
Thomas J. Reddin
81,303,870
3,786,211
35,132
5,306,514
Thomas E. Robinson
81,402,048
3,688,340
34,825
5,306,514
Bridget M. Ryan-Berman
81,284,913
3,804,757
35,543
5,306,514
Allan L. Schuman
80,797,396
4,290,512
37,305
5,306,514
Steven B. Tanger
82,738,029
2,355,721
31,463
5,306,514
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, 2017. The results of the voting are as shown below:
Votes For
Votes Against
Abstain
Broker Non-Votes
90,316,611
82,431
32,686
The third matter on which the common shareholders voted was the approval, on a non-binding basis, of the compensation of our named executive officers. The results of the voting are as shown below:
Votes For
Votes Against
Abstain
Broker Non-Votes
67,755,961
16,566,080
803,173
5,306,514

The fourth matter on which the common shareholders voted was an advisory vote on whether the frequency of future advisory votes on executive compensation should be held every one, two or three years. The results of the voting are as shown below:
One Year
Two Years
Three Years
Abstain
Broker Non-Votes
73,532,314
88,057
11,369,541
135,302
5,306,514







Item 7.01    Regulation FD

On May 19, 2017, the Company issued a press release announcing the election of directors and officers to serve for the ensuing year.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits

The following exhibits are included with this Report:

Exhibit 99.1 Press release announcing the election of the Company's directors and officers.

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 19, 2017

TANGER FACTORY OUTLET CENTERS, INC.

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






Exhibit Index

Exhibit No.

99.1    Press release announcing the election of the Company's directors and officers.



EX-99.1 2 ex991shareholdervote2017.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1

Tanger Elects Directors and Officers

GREENSBORO, N.C., May 19, 2017 Today, the shareholders of Tanger Factory Outlet Centers, Inc. (NYSE: SKT) elected the following directors to serve until the 2018 annual meeting of shareholders:
Thomas J. Reddin
Non-Executive Chairman of the Board
William G. Benton
Independent Director
Jeffrey B. Citrin
Independent Director
David B. Henry
Independent Director
Thomas E. Robinson
Independent Director
Bridget M. Ryan-Berman
Independent Director
Allan L. Schuman
Independent Director
Steven B. Tanger
Director

The Board of Directors also elected the following officers to serve until the 2018 annual meeting of shareholders:
Steven B. Tanger
Chief Executive Officer
Thomas E. McDonough
President & Chief Operating Officer
Chad D. Perry
Executive Vice President, General Counsel & Secretary
James F. Williams
Senior Vice President & Chief Financial Officer
Carrie A. Geldner
Senior Vice President & Chief Marketing Officer
Lisa J. Morrison
Senior Vice President of Leasing
Virginia R. Summerell
Senior Vice President of Finance & Treasurer
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
Elizabeth J. Coleman
Vice President of Operations
Joshua D. Cox
Vice President of Tax
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 43 upscale outlet shopping centers and one additional center currently under construction. Tanger's operating properties are located in 22 states coast to coast and in Canada, totaling approximately 14.8 million square feet, leased to over 3,100 stores which are operated by more than 500 different brand name companies. The Company has more than 36 years of experience in the outlet industry. Tanger Outlet Centers continue to attract more than 188 million shoppers 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
SVP and CFO 


(336) 834-6800
Jim.Williams@TangerOutlets.com

Cyndi Holt
VP of Investor Relations
(336) 834-6892
Cyndi.Holt@TangerOutlets.com