8-K: Current report filing
Published on March 2, 2006
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): February 28, 2006
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)
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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
1 - Registrant’s Business and Operations
Item
1.01 Entry
Into A Definitive Material Agreement
On
February 28, 2006, the Compensation Committee and the Share and Unit Option
Committee of the Board of Directors, or the Board, of Tanger Factory Outlet
Centers, Inc., or the Company, recommended, approved and granted awards as
more
fully described below:
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·
|
2006
bonus performance targets for the Company’s Chief Executive Officer, or
the CEO, Chief Operating Officer, or the COO, and Chief Financial
Officer,
or CFO;
|
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·
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Grants
of long-term incentive restricted share awards to the Company’s executive
officers; and
|
|
·
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Revised
compensation payable to the non-management members of the
Board.
|
2006
Bonus Performance Targets for CEO, COO and CFO
The
Compensation Committee approved 2006 bonus targets for the CEO, Stanley K.
Tanger, COO, Steven B. Tanger, and CFO, Frank C. Marchisello Jr., 85% of which
will be based on Company performance criteria which include funds from
operations growth, dividends, lease renewals, increase in tenant base rents,
occupancy, tenant sales and total return to shareholders relative to targeted
levels established by the Compensation Committee, and
15%
of the target bonuses will be tied to the individual’s performance. Each
individual is eligible to receive a potential maximum aggregate bonus equal
to
the following percentage of his 2006 base salary:
|
·
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CEO
150%
|
|
·
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COO
135%
|
|
·
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CFO
125%
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Restricted
Share Grants to Executives in 2006
The
Share
and Unit Option Committee granted common shares
of
the Company, par value $0.01 per share, subject to certain restrictions, which
we refer to as the Executive Restricted Shares, to the Company’s executive
officers. The CEO received 72,000 Executive Restricted
Shares, the COO received 48,000 Executive
Restricted
Shares and the CFO received 20,000 Executive
Restricted
Shares. All
other
executive officers of the Company each received 2,000 Executive Restricted
Shares. The grants are pursuant to, and the terms of the Executive Restricted
Shares are governed by, the Company’s
Amended and Restated Incentive Award Plan, which we refer to as the Incentive
Award Plan. Upon
issuance, the Executive Restricted Shares may not be transferred, alienated,
pledged, encumbered or assigned (such transfer restrictions we refer to as
the
Executive Restrictions). The Executive Restricted Shares vest and the Executive
Restrictions cease to apply on twenty percent of the award on each anniversary
date of the grant over
a
five-year period. Dividends
will be paid on all Executive Restricted Shares whether vested or unvested.
The
Executive
Restricted
Shares will begin vesting on February 28, 2007.
The
Share
and Unit Option Committee of the Board may, in its discretion, remove some
or
all of the Executive Restrictions and accelerate the vesting of some or all
of
the Executive Restricted Shares at any time or from time to time. Furthermore,
Executive Restricted Shares still subject to the Executive Restrictions shall
be
forfeited upon termination of the grantee’s employment, except that no
forfeiture shall occur if the termination of employment is (i) by the employer
without Cause, (ii) by the grantee for Good Reason or (iii) by reason of the
Grantee’s death or disability.
2
Director
Compensation
The
Compensation Committee revised compensation amounts for non-management
directors, retroactive to January 1, 2006, as follows:
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Annual
Retainer - Board
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$
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20,000
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||
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Annual
Retainer - Lead Director
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10,000
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|||
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Annual
Retainer - Chairman of the Audit Committee
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10,000
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|||
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Annual
Retainer - Chairman of all other committees
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7,500
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|||
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Fees
per meeting
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1,500
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|||
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Fees
per telephone meeting
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500
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Restricted
Share Grants to Non-Management Directors
The
Compensation Committee recommended and the Board approved the grant to each
non-management Director of 500 common shares of the Company, par value $.01
per
share, subject to certain restrictions, which we refer to as the Director
Restricted Shares. The grant of these 500 shares is in addition to the 2,000
Director Restricted Shares granted to each non-management director on January
1,
2006. Grants of Director Restricted Shares to non-management Directors after
2006 will be subject to Board approval. Dividends will be paid on all Director
Restricted Shares whether vested or unvested.
Upon
issuance, the Director Restricted Shares may not be transferred, alienated,
pledged, encumbered or assigned (such transfer restrictions we refer to as
the
Director Restrictions). The Director Restricted Shares vest and the Director
Restrictions cease to apply as follows: (i) on December 31st
immediately following the date of grant, the Restrictions cease to apply to
the
one-third of the Director Restricted Shares, (ii) on the second December
31st
following the date of grant, the Director Restrictions cease to apply to
one-third of the Director Restricted Shares and (iii) on the third December
31st
following the date of grant, the Director Restrictions cease to apply to the
final one-third of the Director Restricted Shares. The Board may, in its
discretion, remove some or all of the Director Restrictions and accelerate
the
vesting of some or all of the Director Restricted Shares at any time or from
time to time. Furthermore, any Director Restricted Shares still subject to
the
Director Restrictions shall immediately be forfeited upon the grantee’s
termination of directorship by reason of voluntary resignation or removal for
cause. The Director Restrictions shall lapse in full upon the grantee’s
termination of directorship other than by reason of voluntary resignation or
removal for cause.
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:
March 2, 2006
TANGER
FACTORY OUTLET CENTERS, INC.
By: /s/
Frank C. Marchisello Jr.
Frank
C.
Marchisello, Jr.
Executive
Vice President, Chief Financial Officer
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