8-K: Current report filing
Published on December 31, 2008
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
earliest event reported): December 29, 2008
Tanger
Factory Outlet Centers, Inc.
Tanger
Properties Limited Partnership
(Exact
Name of Registrant as Specified in Charter)
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North
Carolina
North
Carolina
(State
or Other Jurisdiction
of
Incorporation)
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1-11986
33-99736-01
(Commission
File
Number)
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56-1815473
56-1822494
(IRS
Employer
Identification
No.)
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3200
Northline Avenue, Suite 360 Greensboro, NC 27408
(Address
of Principal Executive Offices, including Zip
Code)
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3200
Northline Avenue, Suite 360 Greensboro, NC 27408
(Address
of Principal Executive Offices, including Zip
Code)
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Registrant's
telephone number, including area code: (336) 292-3010
Not
Applicable
(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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
5 – Corporate Governance and
Management
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On
December 29, 2008, in light of Section 409A of the Internal Revenue Code of
1986, as amended, and the Treasury regulations and other guidance issued
thereunder, the Share and Unit Option Committee of Tanger Factory Outlet
Centers, Inc. (the "Company") approved
an amended and restated Incentive Award Plan. The
material amended and restated provisions of the Incentive Award Plan are
as follows: (1) the removal of the potential award of Dividend Equivalents
under the Plan, (2) clarification of the timing of, and employment
conditions relating to, the payment of performance awards under the
Incentive Award Plan, and (3) clarification of certain definitions and
terms used in the Incentive Award Plan. No other material amendments were
made to the terms and conditions of the Incentive Award Plan. The foregoing
summary is qualified in its entirety by reference to the Amended and
Restated Incentive Award Plan, which is filed as Exhibit 10.1 to this Form
8-K and incorporated by reference.
On
December 29, 2008, the Company entered into amended and restated employment
agreements (each an “Employment Agreement”) with Stanley K. Tanger, Steven B.
Tanger, Frank C. Marchisello, Jr., Lisa J. Morrison and Joseph H. Nehmen
(collectively, the “Executives”). The Employment Agreements supersede
the Executives’ existing employment agreements and revise certain provisions of
the prior employment agreements for the Executives in order to provide that
certain payments to be made pursuant to the Employment Agreements will be exempt
from or comply with the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended, and the Treasury regulations and other guidance issued
thereunder (collectively, “Section 409A”), including (i) providing that any
compensation or benefits payable to an Executive under an Employment Agreement
that constitutes non-qualified deferred compensation subject to the requirements
of Section 409A (the “Deferred Compensation”) will be delayed for a six month
period following such Executive’s termination date if such Executive
is deemed to be a "specified employee" (within the meaning of Section 409A) at
the time of such termination of employment and (ii) providing that the Company
designates the order of any payment reduction necessary in order to prevent an
Executive from having any liability for the federal excise tax levied on any
“excess parachute payments” under Section 4999 of the Internal Revenue Code. In
addition, the Employment Agreement for Lisa Morrison has been revised to provide
that in the event of a change in control of the Company (as such term is defined
in the applicable Employment Agreement), if the Executive has not terminated her
employment by the seventy-fifth day following such change in control, the
Executive's right to severance benefits under the Employment Agreement
ceases.
The
Employment Agreement for Stanley K. Tanger and the Employment Agreement for
Steven B. Tanger have been revised to reflect their changes in title and
position effective January 1, 2009, as, respectively, Chairman of the board of
directors of the Company and President and Chief Executive Officer of the
Company, as previously announced in the Company’s 8-K dated December 2,
2008.
The
foregoing summary is qualified in its entirety by reference to the Employment
Agreements, which are filed as Exhibits 10.5, 10.6, 10.7, 10.8 and 10.9 to this
Form 8-K and incorporated by reference.
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Section
9 - Financial Statements and
Exhibits
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Item
9.01
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Financial
Statements and Exhibits
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(c)
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Exhibits
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The
following exhibits are included with this Report:
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Exhibit
10.1
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Amended
and Restated Incentive Award Plan of Tanger Factory Outlet Centers, Inc.
and Tanger Properties Limited Partnership, effective December 29,
2008.
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Exhibit
10.5
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Amended
and Restated Employment Agreement for Stanley K. Tanger, as of December
29, 2008.
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Exhibit
10.6
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Amended
and Restated Employment Agreement for Steven B. Tanger, as of December 29,
2008.
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Exhibit
10.7
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Amended
and Restated Employment Agreement for Frank C. Marchisello, Jr., as of
December 29, 2008.
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Exhibit
10.8
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Amended
and Restated Employment Agreement for Lisa J. Morrison, as of December 29,
2008.
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Exhibit
10.9
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Amended
and Restated Employment Agreement for Joseph H. Nehmen, as of December 29,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants have
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: December
31, 2008
TANGER
FACTORY OUTLET CENTERS, INC.
By:
/s/ Frank C.
Marchisello
Jr.
Frank
C. Marchisello, Jr.
Executive
Vice President, Chief Financial Officer and Secretary
TANGER
PROPERTIES LIMITED PARTNERSHIP
By:
TANGER GP TRUST, its sole general partner
By:
/s/ Frank C.
Marchisello
Jr.
Frank
C. Marchisello, Jr.
Vice
President, Treasurer and Assistant Secretary
EXHIBIT
INDEX
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Exhibit
No.
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Exhibit
10.1
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Amended
and Restated Incentive Award Plan of Tanger Factory Outlet Centers, Inc.
and Tanger Properties Limited Partnership, effective December 29,
2008.
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Exhibit
10.5
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Amended
and Restated Employment Agreement for Stanley K. Tanger, as of December
29, 2008.
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Exhibit
10.6
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Amended
and Restated Employment Agreement for Steven B. Tanger, as of December 29,
2008.
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Exhibit
10.7
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Amended
and Restated Employment Agreement for Frank C. Marchisello, Jr., as of
December 29, 2008.
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Exhibit
10.8
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Amended
and Restated Employment Agreement for Lisa J. Morrison, as of December 29,
2008.
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Exhibit
10.9
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Amended
and Restated Employment Agreement for Joseph H. Nehmen, as of December 29,
2008.
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