Form 8-K - Current report

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)

North Carolina

1-11986

56-1815473

(Tanger Inc.)

North Carolina

333-03526-01

56-1822494

(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:


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:


Exhibit No.
99.1						Press Release

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


TANGER INC.

By:			/s/ Michael J. Bilerman
			Michael J. Bilerman
			Executive Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer)


TANGER PROPERTIES LIMITED PARTNERSHIP

By:			TANGER INC., its sole general partner

By:			/s/ Michael J. Bilerman
			Michael J. Bilerman
			Executive Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer)

Tanger Announces the Election of Retail Industry Leader Sonia Syngal to its Board of Directors Greensboro, N.C. (September 23, 2024) – Tanger® (NYSE: SKT), a leading operator of outlet and open-air retail shopping destinations, announced today that the company’s board of directors has elected Sonia Syngal as a director of the company, effective September 23, 2024. This addition expands Tanger’s board from nine to 10 members. Syngal is the former CEO of Gap Inc. and has nearly 30 years of industry experience and leadership, with a proven track record in global supply chain operations, brand management, and product-to-market innovation across the retail, technology, and automotive sectors. As CEO of Gap Inc. from 2020 to 2022, Syngal led the leading U.S. apparel provider through a period of unprecedented challenges. During her tenure, she financially stabilized the company and doubled e-commerce revenue across its portfolio of billion-dollar lifestyle brands, including Gap, Banana Republic, Old Navy, and Athleta. Previously, as the CEO of Old Navy, Syngal led the brand’s strategic turnaround, expanding its market presence and e-commerce capabilities. Prior to Old Navy, she spent more than a decade in other leadership and operational roles with Gap that supported the company’s growth and supply chain evolution and helped expand its European outlet business. Earlier in her career, Syngal grew her knowledge of global operations, logistics, and supply chain management in roles of increasing responsibility with Sun Microsystems and Ford Motor Company. “I am thrilled to have Sonia join our board of directors. Her deep expertise as a Fortune 500 executive leader will strengthen the capabilities of our board,” said Stephen Yalof, President and Chief Executive Officer, Tanger. “We’re confident her proven ability to optimize and successfully implement business strategies, omni-channel growth, and change management will be invaluable as we advance our growth and portfolio enhancement strategies.” Bridget Ryan-Berman, lead independent director of Tanger’s board, added, “It is a pleasure to welcome a leader in the global fashion industry to Tanger’s board. Sonia’s extensive experience and insights support our ongoing work to refresh and grow our board’s expertise. I look forward to her contributions as we collaborate to serve Tanger’s continued growth.” “Tanger has demonstrated a clear vision for growing its offerings, expanding its platform, and elevating the shopping experience for its customers,” said Syngal. “I am excited to work alongside Tanger’s board and leadership team to continue executing that vision and driving its success forward.” Syngal also serves on the board of governors of Boys & Girls Clubs of America, as a senior advisor to Accenture, and as a champion for Journey to Lead, a non-profit network designed to advance visionary women leaders. She has previously served on the board of directors of Gap Inc., on the

board of trustees of The Gap Foundation, as a member of the California Governor’s Task Force on Business and Jobs Recovery, and on the steering committee of The Fashion Pact, a non-profit organization focused on a nature positive and net-zero future for fashion. Syngal earned a Bachelor of Science in mechanical engineering from Kettering University and a Master of Science in manufacturing systems engineering from Stanford University. About Tanger® Tanger Inc. (NYSE: SKT) is a leading owner and operator of outlet and open-air retail shopping destinations, with over 43 years of expertise in the retail and outlet shopping industries. Tanger’s portfolio of 38 outlet centers, one adjacent managed center, and one open-air lifestyle center includes over 15 million square feet well positioned across tourist destinations and vibrant markets in 20 U.S. states and Canada. A publicly traded REIT since 1993, Tanger continues to innovate the retail experience for its shoppers with over 3,000 stores operated by more than 700 different brand name companies. For more information on Tanger, call 1-800-4TANGER or visit tanger.com. The Company uses, and intends to continue to use, its Investor Relations website, which can be found at investors.tanger.com, as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD. Additional information about the Company can also be found through social media channels. The Company encourages investors and others interested in the Company to review the information on its Investor Relations website and on social media channels. The information contained on, or that may be accessed through, our website or social media platforms is not incorporated by reference into, and is not a part of, this document. Forward-Looking Statements This release 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. 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," or similar expressions. These forward-looking statements are based upon the beliefs and expectations of management at the time of this release. You should not rely on forward-looking statements since they involve known and unknown risks and uncertainties which could cause actual results to differ materially from those presented in the forward-looking statements. Please refer to the documents filed by the Company with the SEC, including specifically the "Risk Factors" sections of the Company's Annual Report on Form 10-K for the year ended December 31, 2023, and the Company's other filings with the SEC, which identify additional factors that could cause actual results to differ from those contained in forward-looking statements. The Company does not undertake any obligation

to update these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as may be required by law. Media Contact Kasie Wilson KWT Global Tanger@kwtglobal.com Investor Relations Contact Doug McDonald SVP, Treasurer and Investments (336) 856-6066 TangerIR@tanger.com # # #

Document and Entity Information	Sep. 23, 2024
Entity Information [Line Items]
Entity Registrant Name	TANGER INC
Document Type	8-K
Document Period End Date	Sep. 23, 2024
Entity Registrant Name	TANGER INC
Entity Incorporation, State or Country Code	NC
Entity File Number	1-11986
Entity Central Index Key	0000899715
Amendment Flag	false
Entity Tax Identification Number	56-1815473
Entity Address, Address Line One	3200 Northline Avenue
Entity Address, Address Line Two	Suite 360
Entity Address, City or Town	Greensboro
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27408
City Area Code	336
Local Phone Number	292-3010
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, $0.01 par value
Trading Symbol	SKT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Tanger Properties Limited Partnership
Entity Information [Line Items]
Entity Registrant Name	TANGER PROPERTIES LIMITED PARTNERSHIP
Entity Registrant Name	TANGER PROPERTIES LIMITED PARTNERSHIP
Entity Incorporation, State or Country Code	NC
Entity File Number	333-03526-01
Entity Tax Identification Number	56-1822494