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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): September 23, 2024
TANGER INC.
TANGER PROPERTIES LIMITED PARTNERSHIP
_________________________________________
(Exact name of registrant as specified in its charter)
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| North Carolina | | | | 1-11986 | | | | 56-1815473 | |
| (Tanger Inc.) | | | | (Tanger Inc.) | | | | (Tanger Inc.) | |
| North Carolina | | | | 333-03526-01 | | | | 56-1822494 | |
| (Tanger Properties Limited Partnership) | | | | (Tanger Properties Limited Partnership) | | | | (Tanger Properties Limited Partnership) | |
| (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:
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 23, 2024, the Board of Directors (the "Board") of Tanger Inc. (the "Company"), upon recommendation of the Board's Nominating and Corporate Governance Committee, increased the number of directors on the Board from nine to 10 and appointed Sonia Syngal as a director to fill the vacancy. Ms. Syngal will serve as a director until the next annual meeting of shareholders of the Company or until her successor is elected and qualified. Ms. Syngal has not been named to serve on any of the Board's committees at this time.
The Board determined that Ms. Syngal is independent as defined in the Company's governing documents and under applicable law. Ms. Syngal does not have any family relationship with any officer or director of the Company; there are no arrangements or understandings pursuant to which Ms. Syngal was elected as a director; and Ms. Syngal has not been involved in any transactions or relationships with the Company subject to disclosure under Item 404(a) of Regulation S-K. Ms. Syngal's compensation for her services as a non-employee director will be consistent with the Company's compensation practices for non-employee directors described in the Company's Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 4, 2024, under the caption "Compensation of Directors."
Item 7.01 Regulation FD Disclosure
On September 23, 2024, the Company issued a press release that announced the appointment of Ms. Syngal to the Board. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are included with this Report:
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Exhibit No. | | |
99.1 | | |
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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 Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 24, 2024
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TANGER INC. |
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By: | /s/ Michael J. Bilerman |
| Michael J. Bilerman |
| Executive Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer) |
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TANGER PROPERTIES LIMITED PARTNERSHIP |
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By: | TANGER INC., its sole general partner |
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By: | /s/ Michael J. Bilerman |
| Michael J. Bilerman |
| Executive Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer) |