TANGER INC. — Proxy Solicitation & Information Statement 2017

Apr 5, 2017

DEFA14A 1 tanger3230451-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐	Preliminary Proxy Statement
☐	Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☑	Definitive Additional Materials
☐	Soliciting Material Under Rule
14a-12

Tanger Factory Outlet Centers, Inc.

(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

| PAYMENT OF FILING FEE (CHECK THE APPROPRIATE
BOX): | |
| --- | --- |
| ☑ | No fee
required. |
| ☐ | Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11. |
| | 1)
Title of each class of securities to which transaction
applies: |
| | 2)
Aggregate number of securities to which transaction applies: |
| | 3)
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
| | 4)
Proposed maximum aggregate value of transaction: |
| | 5) Total fee paid: |
| ☐ | Fee paid previously with
preliminary materials: |
| ☐ | Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the
date of its filing. |
| | 1)
Amount previously paid: |
| | 2)
Form, Schedule or Registration Statement No.: |
| | 3)
Filing Party: |
| | 4) Date
Filed: |

IMPORTANT ANNUAL MEETING INFORMATION

Vote by Internet ● Go to www.envisionreports.com/SKT ● Or scan the QR code with your smartphone ● Follow the steps outlined on the secure website

Shareholder Meeting Notice

Important Notice Regarding the Availability of Proxy Materials for the Tanger Factory Outlet Centers, Inc. Annual Meeting of Shareholders to be Held on May 19, 2017

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement and Annual Report on Form 10-K are available at:

www.envisionreports.com/SKT

Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: Go to www.envisionreports.com/SKT to view the materials . Step 2: Click on Cast Your Vote or Request Materials . Step 3: Follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

Obtaining a Copy of the Proxy Materials – If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before May 9, 2017 to facilitate timely delivery.

02AJFD

Shareholder Meeting Notice

Tanger Factory Outlet Centers, Inc.’s Annual Meeting of Shareholders will be held on May 19, 2017 at our Corporate Office, 3200 Northline Avenue, Suite 360, Greensboro, NC 27408 at 10:00 a.m. Eastern Time. Directions to the meeting may be obtained by calling our Investor Relations Department at (336) 834-6892.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommends that you vote FOR all director nominees listed in Proposal 1, FOR Proposals 2 and 3 and FOR ONE YEAR in Proposal 4

1. — 01 - William G. Benton	02 - Jeffrey B. Citrin	03 - David B. Henry
04 - Thomas J. Reddin	05 - Thomas E. Robinson	06 - Bridget M. Ryan-Berman
07 - Allan L. Schuman	08 - Steven B. Tanger

| 2. | To ratify the appointment of Deloitte &
Touche LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2017. |
| --- | --- |
| 3. | To approve, on a non-binding basis, named
executive officer compensation. |
| 4. | To approve, on a non-binding basis, the
frequency of future advisory votes on named executive officer
compensation. |
| 5. | To transact such other business as may
properly come before the meeting or any postponement(s), continuation(s)
or adjournment(s) thereof. |

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.

●
Paper copies: Current and future paper delivery requests can be
submitted via the telephone, Internet or email options
below.
Email copies: Current and future email delivery requests must be
submitted via the Internet following the instructions below. If you
request an email copy of current materials you will receive an email with
a link to the materials.
PLEASE NOTE: You must use the number in the shaded bar on the reverse
side when requesting a set of proxy materials.
→	Internet – Go to www.envisionreports.com/SKT .
Click Cast Your Vote or Request Materials. Follow the instructions to log
in and order a paper or email copy of the current meeting materials and
submit your preference for email or paper delivery of future meeting
materials.
→	Telephone – Call us free of charge at 1-866-641-4276 using a
touch-tone phone and follow the instructions to log in and order a paper
copy of the materials by mail for the current meeting. You can also submit
a preference to receive a paper copy for future meetings.
→	Email – Send an email to investorvote@computershare.com with “Proxy
Materials Tanger Factory Outlet Centers, Inc.” in the subject line.
Include in the message your full name and address, plus the number located
in the shaded bar on the reverse, and state in the email that you want a
paper copy of current meeting materials. You can also state your
preference to receive a paper copy for future meetings.
	To facilitate timely delivery, all
requests for a paper copy of the proxy materials must be received by May
9, 2017.
02JAFD