0000899715-17-000114.txt : 20170519 0000899715-17-000114.hdr.sgml : 20170519 20170519163154 ACCESSION NUMBER: 0000899715-17-000114 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170519 FILED AS OF DATE: 20170519 DATE AS OF CHANGE: 20170519 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Guerrieri Thomas Joseph JR CENTRAL INDEX KEY: 0001705861 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11986 FILM NUMBER: 17858292 MAIL ADDRESS: STREET 1: 3200 NORTHLINE AVE. STREET 2: SUITE 360 CITY: GREENSBORO STATE: NC ZIP: 27408 3 1 wf-form3_149522589965416.xml FORM 3 X0206 3 2017-05-19 0 0000899715 TANGER FACTORY OUTLET CENTERS INC SKT 0001705861 Guerrieri Thomas Joseph JR 3200 NORTHLINE AVENUE, SUITE 360 GREENSBORO NC 27408 0 1 0 0 VP, CAO and Controller Common Stock 24904 D Notional Units Common Stock 4450.0 D Notional Units Common Stock 4450.0 D Notional Units Common Stock 4100.0 D Represents a grant of performance shares which may convert, into an equivalent number of restricted common shares of the Company based on the Company's share price appreciation inclusive of all dividends (TRS), and its TRS relative to its peer group, over the three-year measurement period from January 1, 2015 through December 31, 2017. The share price targets will be reduced on a penny-for-penny basis with respect to any dividend payments made during the measurement period. The number of restricted shares earned shall in no event exceed the product of(a) the performance shares granted and (b) $47.29. With respect to 60% of the performance shares, 33.33% of this portion of the award will be earned if the Company's aggregate TRS equals 25% over the three-year measurement period, 66.67% of the award will be earned if the Company's TRS equals 30%, and 100% of this portion of the award will be earned if the Company's TRS equals or exceeds 35%. With respect to 40% of the performance shares, 33.33% of this portion of the award will be earned if the Company's TRS is in the 50th percentile of its peer group over the three-year measurement period, 66.67% of this portion of the award will be earned if the Company's TRS is in the 60th percentile of its peer group during this period, and 100% of this portion of the award will be earned if the Company's TRS is in the 70th percentile of its peer group or greater during this period. The performance shares will convert on a pro-rata basis by linear interpolation between share price appreciation thresholds. Any restricted common shares earned on December 31, 2017 are subject to a time based vesting schedule. 50% of the shares will vest on January 2, 2018 and the remaining 50% will vest on January 2, 2019, contingent upon continued employment with the Company through the vesting dates. Represents a grant of performance shares which may convert into an equivalent number of restricted common shares of the Company based on the Company's share price appreciation inclusive of all dividends (TRS), and its TRS relative to its peer group, over the three-year measurement period from February 10, 2016 through February 9, 2019. The share price targets will be reduced on a penny-for-penny basis with respect to any dividend payments made during the measurement period. With respect to 50% of the performance shares, 20% of this portion of the award will be earned if the Company's aggregate TRS equals 18% over the three-year measurement period, 60% of this portion of the award will be earned if the Company's TRS equals 26.5%, and 100% of this portion of the award will be earned if the Company's TRS equals or exceeds 35%. With respect to the other 50% of the performance shares, 20% of this portion of the award will be earned if the Company's TRS is in the 40th percentile of its peer group over the three-year measurement period, 60% of this portion of the award will be earned if the Company's TRS is in the 55th percentile of its peer group during this period, and 100% of this portion of the award will be earned if the Company's TRS is in the 70th percentile of its peer group or greater during this period. The performance shares will convert on a pro-rata basis by linear interpolation between share price appreciation thresholds. Any restricted common shares earned on February 9, 2019 are subject to a time based vesting schedule. 50% of the shares will vest on February 15, 2019 and the remaining 50% will vest on February 15, 2020, contingent upon continued employment with the Company through the vesting dates. Represents a grant of performance shares which may convert into an equivalent number of restricted common shares of the Company based on the Company's share price appreciation inclusive of all dividends (TRS), and its TRS relative to its peer group, over the three-year measurement period from February 14, 2017 through February 13, 2020. The share price targets will be reduced on a penny-for-penny basis with respect to any dividend payments made during the measurement period. Any restricted common shares earned on February 13, 2020 are subject to a time based vesting schedule. 50% of the shares will vest on February 15, 2020 and the remaining 50% will vest on February 15, 2021, contingent upon continued employment with the Company through the vesting dates. /s/ Eric Richardson, attorney-in-fact for Mr. Guerrieri 2017-05-19 EX-24 2 thomasguerrierijr-power_of.htm POWER OF ATTORNEY

POWER OF ATTORNEY

           Know all by these presents, that the undersigned hereby constitutes and appoints each of Chad D.
Perry, James F. Williams and Eric Richardson, signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1)        execute for and on behalf of the undersigned, in the undersigned's capacity as an officer
and/or director of Tanger Factory Outlet Centers, Inc. (the "Company"), Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder, and Form 144 in accordance with Rule 144 of the Securities Act of 1933 and
the rules thereunder;

(2)        do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4, 5, or 144, complete
and execute any amendment or amendments thereto, and timely file such form with the
United States Securities and Exchange Commission and any stock exchange or similar
authority; and

(3)    take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.

           The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933.

           This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4, 5, and 144 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact.

           IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of
this 9th day of May, 2017.


        /s/ Thomas J. Guerrieri Jr.
        Signature