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SKT > SEC Filings for SKT > Form 8-K on 4-Aug-2008All Recent SEC Filings

Show all filings for TANGER FACTORY OUTLET CENTERS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for TANGER FACTORY OUTLET CENTERS INC


4-Aug-2008

Amendment or Waiver to Code of Ethics, Other Events


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".



Item 8.01 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".

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