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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 21, 2021
TANGER FACTORY OUTLET CENTERS, INC.
_________________________________________
(Exact name of registrant as specified in its charter)
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| 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
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| Item 5.07 | Submission of Matters to Vote of Security Holders. |
On May 21, 2021, Tanger Factory Outlet Centers, Inc. (the “Company”) held its Annual Meeting of Shareholders for 2021 (the "Annual Meeting"). 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:
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| Nominees | Votes For | Votes Against | Abstain | Broker Non-Votes |
| Jeffrey B. Citrin | 58,999,419 | 743,315 | 1,155,078 | 19,663,758 |
| David B. Henry | 54,787,238 | 5,869,916 | 240,658 | 19,663,758 |
| Thomas J. Reddin | 58,707,778 | 1,034,848 | 1,155,186 | 19,663,758 |
| Bridget M. Ryan-Berman | 58,389,082 | 1,353,289 | 1,155,441 | 19,663,758 |
| Susan E. Skerritt | 59,069,936 | 674,751 | 1,153,125 | 19,663,758 |
| Steven B. Tanger | 58,686,064 | 1,990,446 | 221,302 | 19,663,758 |
| Luis A. Ubinas | 55,066,473 | 4,651,718 | 1,179,621 | 19,663,758 |
| Stephen J. Yalof | 59,955,387 | 512,582 | 429,843 | 19,663,758 |
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, 2021. The results of the voting are as shown below:
| | | | | | | | | | | |
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 79,813,398 | 362,707 | 378,761 | — |
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 |
| 57,024,889 | 3,442,058 | 430,865 | 19,657,055 |
Based on the foregoing votes, each of the eight nominees named above were elected, and each other matter was approved.
On May 21, 2021, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to $80 million of the Company’s outstanding common shares through May 31, 2023. This authorization replaces a previous repurchase authorization for approximately $80 million that expired in May 2021. Any repurchases are subject to the expiration of a covenant prohibiting share repurchases in the Company’s debt agreements (the “repurchase covenant”) that is expected to expire on July 1, 2021 and the affirmative approval of the Board to resume repurchases.
The repurchase plan does not obligate the Company to repurchase any particular amount of common shares following the expiration of the repurchase covenant and may be modified, extended, suspended, or discontinued at any time. The repurchase plan will be subject to applicable federal securities laws. The Company may structure any open market purchases under the plan to occur within pricing and volume requirements of Rule 10b-18 and may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization.
Safe Harbor Statement
This Current Report on Form 8-K (this “Current Report”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “forecast” or similar expressions, and include the Company’s expectations regarding future share repurchases.
You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other important factors which are, in some cases, beyond our control and which could materially affect our actual results, performance or achievements. Important factors which may cause actual results to differ materially from current expectations include, but are not limited to: risks related to the impact of the COVID-19 pandemic on our tenants and on our business, financial condition, liquidity, results of operations and compliance with debt covenants; our inability to develop new outlet centers or expand existing outlet centers successfully; risks related to the economic performance and market value of our outlet centers; the relative illiquidity of real property investments; impairment charges affecting our properties; our dispositions of assets may not achieve anticipated results; competition for the acquisition and development of outlet centers, and our inability to complete outlet centers
we have identified; environmental regulations affecting our business; risks associated with possible terrorist activity or other acts or threats of violence and threats to public safety; our dependence on rental income from real property; our dependence on the results of operations of our retailers and their bankruptcy, early termination or closing could adversely affect us; the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to climate change; risks related to uninsured losses; the risk that consumer, travel, shopping and spending habits may change; risks associated with our Canadian investments; risks associated with attracting and retaining key personnel; risks associated with debt financing; risks associated with our guarantees of debt for, or other support we may provide to, joint venture properties; the effectiveness of our interest rate hedging arrangements; uncertainty relating to the potential phasing out of LIBOR; our potential failure to qualify as a REIT; our legal obligation to make distributions to our shareholders; legislative or regulatory actions that could adversely affect our shareholders, including the recent changes in the U.S. federal income taxation of U.S. businesses; our dependence on distributions from the Operating Partnership to meet our financial obligations, including dividends; the risk of a cyber-attack or an act of cyber-terrorism and other important factors set forth under Item 1A - “Risk Factors” in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2020, as may be updated or supplemented in the Company’s Quarterly Reports on Form 10-Q and the Company’s other filings with the SEC. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to refer to any further disclosures the Company makes or related subjects in the Company’s other Current Reports on Form 8-K that the Company files with the SEC.
SIGNATURES
Pursuant to the requirements of the Securities 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 24, 2021
TANGER FACTORY OUTLET CENTERS, INC.
By: /s/ James F. Williams
James F. Williams
Executive Vice President, Chief Financial Officer and Treasurer