tfoc8k08042008.htm
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): July 29, 2008
TANGER
FACTORY OUTLET CENTERS, INC.
_________________________________________
(Exact
name of registrant as specified in its charter)
|
North
Carolina
(State
or other jurisdiction of Incorporation)
|
1-11986
(Commission
File Number)
|
56-1815473
(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:
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))
|
Section
5 – Corporate Governance and Management
|
Item
5.05
|
Amendments
to the Registrant’s Code of Ethics, or Waiver of a Provision of a
Provision of the Code of Ethics
|
On July
29, 2008, the Board of Directors of Tanger Factory Outlet Centers, Inc. (the
“Company”) amended its disclosure polices within the Company’s Code of Ethics by
inserting the following paragraphs to Section 3:
“Employees,
officers and directors may not speak to reporters or members of the media on
behalf of the Company without going through proper channels, as doing so may
risk providing incorrect information or revealing confidential or proprietary
information. Inquiries from members of the media should be directed
to one of the following officers: Chief Operating Officer/President, Executive
Vice President/Chief Financial Officer or Senior Vice
President-Marketing. Inquiries from any investor, analyst or other
third party about the Company’s financial condition, business or about current
developments relating to the Company should be directed to one of the following
officers: Chief Operating Officer/President, Executive Vice
President/Chief Financial Officer or Senior Vice
President-Controller.
To avoid
the actual and perceived improper use of information about the Company, and to
avoid any impression that statements are being made on behalf of the Company,
unless approved by the Nominating and Corporate Governance Committee, no
director, officer or employee may make any posting to any non-company sponsored
internet chat room, message board, web log (blog), or similar forum, concerning
any matter involving the Company, its competitors or vendors, either under such
person’s name, anonymously, under a pseudonym, or by communicating through
another person. Violation of this policy may be grounds for
dismissal.”
The
Company’s Code of Ethics, as amended, is available on the Company’s website at
www.tangeroutlet.com
by first clicking “INVESTOR RELATIONS” and then “CORPORATE
GOVERNANCE”.
Section
8 – Other Events
On June
29, 2008, the Board adopted an amendment to the Company’s Corporate Governance
Guidelines to require a director to submit a letter of resignation upon a job
change. The Board also adopted an amendment to require our
non-employee directors and our Chief Executive Officer (“CEO”), Chief Operating
Officer (“COO”) and Chief Financial Officer (“CFO”) to retain a minimum equity
ownership interest in the Company to more closely align the interest of our
directors and executive officers with those of
shareholders. Non-employee directors will be required to hold a
minimum of 5,000 shares by July 29, 2011. The Chief Executive Officer
will be required to hold equity interest, as defined in the Corporate Governance
Guidelines, equivalent to a value of 5 times his salary, while the Chief
Operating Officer and Chief Financial Officer will be required to hold an equity
interest of 3 times their salary. The executive officers will have
until December 31, 2013, or on December 31 of the year in which the fifth
anniversary of the executive officer’s first election as the CEO, COO or CFO, to
comply with the new policy.
On June
29, 2008, the Board also adopted a formal related party transaction policy to
supplement the existing guidelines in the Company’s Code of
Ethics. Effective June 29, 2008, a Related Party Transaction, as
defined in the Policy, involving in excess of $100,000 during any fiscal year
must be approved or ratified by the Audit Committee of the Board of
Directors.
The
Corporate Governance Guidelines, as amended, and the new Related Party
Transaction Policy and Procedures are available on the Company’s website at
www.tangeroutlet.com
by first clicking “INVESTOR RELATIONS” and then “CORPORATE
GOVERNANCE”.
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: August
4, 2008
TANGER
FACTORY OUTLET CENTERS, INC.
By: /s/ Stanley K.
Tanger
Stanley
K. Tanger
Chairman of the Board, Chief Executive
Officer