Tanger Inc. · NYSE:SKT
Tanger — Tanger Factory Outlet Centers — Proxy Contest (May 2018)
16 slides from Tanger's proxy contest presentation, May 14, 2018
Slide 1: Tanger Factory Outlet Centers, Inc. Schedule 14A
UNITED STATES SECURITY AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ______ ) Filed by the Registrant x Filed
Slide 2: Information provided to certain shareholders on May 14, 2018
Commencing on or about May 14, 2018, Tanger Factory Outlet Centers, Inc. provided the following information to certain shareholders:
Slide 3: 2017 Performance
2017 PERFORMANCE • Strong Financial Performance: Adjusted Funds From Operations (“AFFO”)(1) increased 4% per share to $2.46 for 2017 compared to 2016. • Organic Growth: Same Center Net Operating Income (“Same Center NOI”)(1) increased for the 14th consecutive year. • High Occupancy: 37th consecutive
Slide 4: Executive Compensation Has Declined Over the Past Three Years
EXECUTIVE COMPENSATION HAS DECLINED OVER THE PAST THREE YEARS • The Summary Compensation Table reflects three years of decreased CEO compensation. • The Compensation Committee has not approved salary or incentive changes for CEO in 2018. * Represents the Summary Compensation Table which can be found
Slide 5: A Balanced Plan Design with Rigorous Hurdles
A BALANCED PLAN DESIGN WITH RIGOROUS HURDLES • CEO pay has been reduced the most recent 3 years as shown in the Summary Compensation Table on page 41 of the proxy statement • CEO realized pay has averaged approximately two-thirds (67%) of reported pay for the most recently completed performance cycl
Slide 6: CEO Compensation Well Aligned to Performance
CEO COMPENSATION WELL ALIGNED TO PERFORMANCE • Program is designed so that the CEO only realizes full grant date value of awards if targets are achieved. • CEO’s actual compensation directly aligns with shareholder interests. • Based on performance, approximately only two-thirds of awarded grants ha
Slide 7: Strong Link Between Performance and Compensation
STRONG LINK BETWEEN PERFORMANCE AND COMPENSATION 6 footera01.jpg
Slide 8: Pay and Weighted Performance Aligned on Absolute and Relative Basis
THE COMPANY'S PAY AND WEIGHTED PERFORMANCE ARE ALIGNED ON AN ABSOLUTE AND RELATIVE BASIS • Absolute Pay and TSR Alignment: One of the proxy advisory firms scored our Company as a “1” on this assessment, which effectively measures the change in our CEO’s pay against the change in our share price over
Slide 9: Shareholder Engagement and Our Responsiveness
SHAREHOLDER ENGAGEMENT AND OUR RESPONSIVENESS We have made a number of changes to the design of our compensation program, in part based on the results of advisory votes on the Company's NEO compensation and discussions held over the past several years with the investment community. Please see page 2
Slide 10: Appendix A (page 1 of 7)
APPENDIX A (page 1 of 7) Funds From Operations ("FFO") is a widely used measure of the operating performance for real estate companies that supplements net income (loss) determined in accordance with GAAP. We determine FFO based on the definition set forth by the National Association of Real Estate
Slide 11: Appendix A (page 2 of 7)
APPENDIX A (page 2 of 7) Adjusted Funds From Operations (“AFFO") We present AFFO, as a supplemental measure of our performance. We define AFFO as FFO further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. These further adjus
Slide 12: Appendix A (page 3 of 7)
APPENDIX A (page 3 of 7) Below is a reconciliation of net income available to common shareholders to FFO available to YEAR ENDED DECEMBER 31, common shareholders (in thousands, except per share information): 2017 2016 2015 NET INCOME AVAILABLE TO COMMON SHAREHOLDERS $ 66,793 $ 191,818 $ 208,792 Nonc
Slide 13: Appendix A (page 4 of 7)
APPENDIX A (page 4 of 7) Below is a reconciliation of FFO available to common shareholders to AFFO available to common YEAR ENDED DECEMBER 31, shareholders (in thousands, except per share information): 2017 2016 2015 (1) FFO AVAILABLE TO COMMON SHAREHOLDERS $ 211,224 $ 236,860 $ 222,149 As further a
Slide 14: Appendix A (page 5 of 7)
APPENDIX A (page 5 of 7) Portfolio Net Operating Income and Same Center Net Operating Income We present portfolio net operating income ("Portfolio NOI") and Same Center Net Operating Income (“Same Center NOI”) as supplemental measures of our operating performance. Portfolio NOI represents our proper
Slide 15: Appendix A (page 6 of 7)
APPENDIX A (page 6 of 7) Below is a reconciliation of net income to Portfolio NOI and Same Center NOI for the YEAR ENDED DECEMBER 31, consolidated portfolio (in thousands): 2017 2016 NET INCOME $ 71,876 $ 204,329 Adjusted to exclude: Equity in earnings of unconsolidated joint ventures (1,937) (10,87
Slide 16: Appendix A (page 7 of 7)
APPENDIX A (page 7 of 7) (1) Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company's common shares, sub
Tanger Factory Outlet Centers — Proxy Contest (May 2018) on 6ix