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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )

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[   ]☐		Definitive Additional Materials
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Tanger Factory Outlet Centers, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

				Tanger Factory Outlet Centers, Inc.
	(Name of Registrant as Specified In Its Charter)
	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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MAY 15, 2020 To be held at: Corporate Office of Tanger Factory Outlet Centers, Inc. 3200 Northline Avenue, Suite 360 Greensboro, North Carolina 27408 and at www.meetingcenter.io/287143514

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TANGER OUTLET CENTERS attract over 181 million loyal customers each year. Our centers are the smart shopper’s ideal one-stop destination for the latest styles at great savings. Our upscale portfolio of outlet centers across the United States and in Canada, showcase a tenant mix of leading designers and brand name retailers. At Tanger Outlets, we are focused on making our retail partners successful, year after year. We’ve built a solid brand name for millions seeking designer names at value. Our strong marketing partnership programs help promote the brand through optimized channels, ultimately aidingin creating profitable distribution opportunitiesnationwide for our retail partners and attractivefirst class destinations for our shoppers. Our commitment to our partners’ ongoinggrowth and success is a reflection of how we dobusiness — always focused on the best interests and longstanding relationships with partners and shoppers.

Notice of Annual Meeting
of Shareholders and
Proxy Statement

May 20, 2016

Corporate Office of Tanger Factory Outlet Centers, Inc.
3200 Northline Avenue, Suite 360
Greensboro, North Carolina 27408

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DEAR FELLOW SHAREHOLDERS:

Thank you for the trust you have placed in us. As our 2020 Annual Meeting approaches, we would like to highlight a few important topics: Shareholder Outreach, Say-on-Pay Responsiveness, Board Refreshment and Environmental, Social and Governance (ESG) Matters.

SHAREHOLDER OUTREACH AND ENGAGEMENT

We believe that hearing directly from our fellow shareholders informs and enables the Board of Directors (the “Board”) to be a more effective steward of your capital. In late 2018 and early 2019, we reached out to shareholders representing approximately 80% of our outstanding shares and received feedback from shareholders representing approximately 60% of our shares. While executive compensation was an important part of our discussions, in some cases we also covered topics including strategy, environmental, social and governance (ESG) matters and Board composition. I led our outreach efforts, together with Thomas J. Reddin, the current Chair of our Compensation and Human Capital Committee.

SAY-ON-PAY RESPONSIVENESS

We made it a priority in 2019 to listen and respond to shareholder feedback on executive compensation following the vote received on our Say-on-Pay proposal in 2018. The Board strongly believes that our CEO, Steven B. Tanger, is uniquely positioned to drive shareholder value for a number of reasons, including his experience navigating the Company through changing business environments over more than 30 years, his intimate knowledge of outlet center operations and management and the industry relationships he has cultivated over the years. We place great importance on designing a compensation program that provides the appropriate incentives to retain and motivate him. However, to be responsive to input we solicited from investors following our 2018 Say-on-Pay vote, we made several changes to the Company’s executive compensation program for 2019:

●	Reduced the fair value of the CEO’s 2019 long-term incentive plan (“LTIP”) awards by approximately 21% as compared to 2018.
●	Increased the allocation of the CEO’s 2019 LTIP award tied to performance to 60% (up from 46% in 2018).
●	Decreased the allocation of the CEO’s 2019 LTIP award tied to time-based vesting to 40% (down from 54% in 2018), reducing the fair value of the time-based award by 41%.
●	Increased the allocation of the 2019 LTIP awards tied to performance to 60% for all other named executive officers (“NEOs”), whereas the majority of the other NEOs’ LTIP awards in 2018 were tied to time-based vesting.

BOARD REFRESHMENT

In July 2019, we appointed Luis A. Ubiñas to the Board of Directors. Mr. Ubiñas’ appointment, along with the addition of Susan E. Skerritt in 2018, reflects our focused effort to refresh the composition of the Board and foster a diverse composition of its members. Furthermore, the Company’s three longest serving independent directors will retire from the Board at the end of their current term at our 2020 Annual Meeting.

Mr. Ubiñas is a well-known leader in the telecommunication, technology and media industries. He has advised CEOs of Fortune 100 companies and significant nonprofit organizations for several decades, including previously serving as President of the Ford Foundation. Mr. Ubiñas has deep experience serving on the boards of directors at both public and private companies.

ESG OVERSIGHT AND REPORTING

In October 2019, we released our third annual corporate responsibility report, reflecting our continued focus on corporate social responsibility and commitment to ESG efforts. The Board of Directors is committed to continuous improvement, and we have intentionally allocated primary responsibility for oversight of select ESG matters to our Nominating and Corporate Governance and Compensation and Human Capital Committees.

The Board remains committed to serving your interests, and we are focused on long-term value creation for all shareholders.

	David B. Henry Non-Executive Chair of the Board

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSWWW.TANGEROUTLETS.COM

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NOTICE OF ANNUAL MEETING OFSHAREHOLDERS

To be held on May 20, 201615, 2020

Tanger Factory Outlet Centers, Inc.

3200 Northline Avenue, Suite 360, Greensboro, North Carolina 27408
Phone: 336-292-3010(336) 292-3010
E-mail: tangermail@tangeroutlets.com
NYSE: SKT

DEAR SHAREHOLDERS:

On behalf of the Board of Directors, I cordially invite you to attend the 20162020 Annual Meeting of Shareholders (the “Annual Meeting”) of Tanger Factory Outlet Centers, Inc. to be held on Friday, May 20, 201615, 2020 at 10:00 a.m., Eastern Time at the Corporate Office of Tanger Factory Outlet Centers, Inc., 3200 Northline Avenue, Suite 360, Greensboro, North Carolina 27408, (336) 292-3010and online at www.meetingcenter.io/287143514. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.meetingcenter.io/287143514. In light of U.S. Center for Disease Control guidance not to hold gatherings of ten or more people, we are asking shareholders to attend the meeting virtually at www.meetingcenter.io/287143514. The Annual Meeting will be held for the following purposes:

1.	To elect the eight directorsseven director nominees named in the attached Proxy Statement for a term of office expiring at the 2017 annual meeting2021 Annual Meeting of shareholders;
Shareholders;
2.	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the  fiscal year ending December 31, 2016;
2020;
3.	To approve, on a non-bindingan advisory (non-binding) basis, named executive officer compensation; and
4.	To transact such other business as may properly come before the meeting or any postponement(s), continuation(s) or  adjournment(s) thereof.

Only common shareholders of record at the close of business on March 23, 201618, 2020 will be entitled to vote at the meeting or any continuation(s), postponement(s) or adjournment(s) thereof. Information concerning the matters to be considered and voted upon at the Annual Meeting is set out in the attached Proxy Statement.

It is important that your shares be represented at the Annual Meeting regardless of the number of shares you hold and whether or not you plan to attend the meeting in person.online. Please vote by internet or telephone as instructed in the Notice Regarding theof Internet Availability of Proxy Materials, or (ifif you received printed proxy materials)materials, please complete, sign and date the enclosed proxy card and return it as soon as possible in the accompanying envelope. This will not prevent you from voting your shares in person if you subsequently choose to attend the meeting.meeting and wish to change your vote.

In light of possible disruptions in mail service related to the COVID-19 pandemic, we encourage shareholders to submit their proxy online, by phone or using your smartphone or tablet. As always, we encourage you to vote your shares prior to the Annual Meeting.

Sincerely,

Chad D. Perry
Executive Vice President,
General Counsel and Secretary

April 5, 20163, 2020

www.tangeroutlets.com   WWW.TANGEROUTLETS.COM

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PROXY STATEMENT SUMMARY		i
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS		1
GENERAL INFORMATION		1
Date, Time and Place		1
Who Can Vote; Votes per Share		2
How to Vote		2
Quorum and Voting Requirements		3
Revocation of Proxies		3
Proxy Solicitation		3
PROPOSAL 1 – ELECTION OF DIRECTORS		5
Director Resignation Policy		5
Nominee Qualifications		6
Director Independence		10
Board Leadership Structure and Risk Oversight		10
Corporate Responsibility		10
Attendance at Board and Committee Meetings		10
Anti-Hedging Policy		11
Committees of the Board		11
Communications with Directors		13
Compensation of Directors		13
Compensation Committee Interlocks and Insider Participation		14
EXECUTIVE COMPENSATION		15
Compensation Discussion and Analysis		15
REPORT OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE		40
2019 SUMMARY COMPENSATION TABLE		41
2019 CEO PAY RATIO		42
2019 GRANTS OF PLAN-BASED AWARDS		43
OUTSTANDING EQUITY AWARDS AT YEAR END 2019		45
OPTION EXERCISES AND COMMON SHARES VESTED IN 2019		47
EQUITY COMPENSATION PLAN INFORMATION		48
Employment Contracts		48
Potential Payments on Termination or Change of Control		52
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		57
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		59
PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		60
REPORT OF THE AUDIT COMMITTEE		61
PROPOSAL 3 – APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION		63
Say-On-Pay Responsiveness - Changes to the Executive Compensation Program		63
2019 BUSINESS HIGHLIGHTS		65
OTHER MATTERS		67
Shareholder Proposals and Nominations for the 2021 Annual Meeting of Shareholders		67
Board Committee Charters, Corporate Governance Guidelines and Code of Business Conduct and Ethics		68
Householding of Proxy Materials		68
Annual Report on Form 10-K		68
Other Business		68
APPENDIX A - DEFINITIONS AND RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES		69

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

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PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement and does not encompass all the information that you should consider. Please read the Proxy Statement in its entirety before voting.

2015 Business Highlights

Unless the context indicates otherwise, the term “Company” refers to Tanger Factory Outlet Centers, Inc. and the term “Operating Partnership” refers to Tanger Properties Limited Partnership. The terms “we”, “our” and “us” refer to the Company believes 2015 was oneor the Company and the Operating Partnership together, as the context requires. We anticipate that our Proxy Statement and proxy card will be sent or available to shareholders on or about April 3, 2020. Certain statements in this summary and the Proxy Statement are forward-looking statements within the meaning of the best years in our history in termsPrivate Securities Reform Act of operational performance. Among other achievements, our executive officers and other dedicated employees led the Company to realize the following results:

●	completed the development of and opened four new Tanger Outlet Centers, which expanded our portfolio of properties by nearly 1.4 million square feet in 2015, a 10% increase;
●	increased our Adjusted Funds From Operations (referred to as “AFFO”) 13% over 2014;
●	grew our same center net operating income (referred to as “NOI”) 3.5%, marking the 11th consecutive year of same center NOI growth (with an average annual NOI growth of 3.8% over this 11-year period);
●	increased our blended average base rental rates on space renewed and released throughout the consolidated portfolio 22.4% during 2015, compared to 23.0% for 2014;
●	obtained a 97.5% year-end occupancy within our consolidated portfolio, higher than any other public mall real estate investment trust (referred to as a “REIT”), and marking the 35th consecutive year that we have achieved a year-end occupancy rate at or above 95%;
●	completed the sale of six non-core outlet centers, including our interest in a joint venturethat owned one non-core outlet center, during 2015, and in January 2016, completed the sale of one additional non-core outlet center;
●	recorded a year-end debt to total market capitalization ratio of 32%; and
●	maintained a strong interest coverage ratio, which was 4.58 times for 2015.

In addition, we have two development projects under construction scheduled to open in 2016,1995. Forward-looking statements, which are expected to add an additional 707,000 square feet tobased on certain assumptions and describe our portfolio. As of December 31, 2015, our consolidated portfolio of properties was 75% unencumbered in terms of gross book value,future plans, strategies and we had no significant debt maturities until February 2019. We had $329.7 million, or 63%, unused capacity under our unsecured lines of credit, and our total market capitalization was approximately $4.9 billion at December 31, 2015.

Thanks in part to these operational results, we were able to return additional value to our shareholders in 2015expectations, are generally identifiable by increasing our quarterly dividend per common share by 19% (from $0.240 to $0.285), marking the 22nd consecutive annual dividend increase since we became a public company in May 1993.

While our Company generated a -8.15% total shareholder return (referred to as “TSR”) in 2015, we believe that the true value creation produced from an investment in real estate should be assessed over a long-term horizon. For eachuse of the five-year, seven-year, 10-year and 20-year periods ended December 31, 2015, our total shareholder return was 48%, 118%, 220% and 1,612%, respectively. Tanger also ranked third among all public mall REITs in total shareholder return for both the 10-year and 20-year periods.

Funds From Operations (referred to as “FFO”), AFFO and NOI are financial measures that the Company’s management believes to be important supplemental indicators of our operating performance and which are used by securities analysts, investors and other interested parties in the evaluation of REITs,words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “forecast,” or similar expressions. Such forward-looking statements include, but are not measures computedlimited to, statements regarding our executive compensation program and creating long-term shareholder value. Important factors that may cause actual results to differ materially from current expectations include, but are not limited to those set forth under Item 1A - Risk Factors in accordance with generally accepted accounting principles (referred to as “GAAP”). For a discussion of FFO, AFFO and NOI, including a reconciliation to GAAP, please see our Annual Report on Form 10-K for the year ended December 31, 2015 filed2019, as may be updated in our other filings with the Securities and Exchange Commission on February 23, 2016, beginning on page 60.SEC. Actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

GENERAL INFORMATION

2015 Executive Compensation HighlightsMeeting:

The Compensation Committee believes that an executive compensation program that strongly links both the short-term and long-term performance of the Company and the compensation of our executive officers is a key driver of our long-term financial success. In 2015, the Compensation Committee took into account a number of operational and financial factors in setting compensation, including the successful results described above in 2015 Business Highlights.

The Company believes that our current executive compensation program represents a balanced, pay-for-performance structure that includes the following key features:

●	Focus on Company Performance: Despite our significant achievements in 2015, the Compensation Committee recognized that the Company delivered a -8.15% TSR for 2015. Accordingly, the total direct

4		Notice of Annual Meeting of Shareholders		Stock Symbol:	SKT
Date:	May 15, 2020		Exchange:	New York Stock Exchange
Time:	10:00 a.m., Eastern Time		Common Shares Outstanding:	93,076,701
Location:	To be held at:		State of Incorporation:	North Carolina
	Corporate Office		Public Company Since:	1993
	Tanger Factory Outlet Centers, Inc.
	3200 Northline Avenue, Suite 360
	Greensboro, North Carolina 27408
	and Proxy Statement at www.meetingcenter.io/287143514

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The Annual Meeting will be a hybrid virtual meeting, which will be conducted via remote participation by visiting www.meetingcenter.io/287143514. You will be able to attend the Annual Meeting online and ask your questions during the meeting. In light of U.S. Center for Disease Control guidance not to hold gatherings of ten or more people, we are asking shareholders to attend the meeting virtually by visiting www.meetingcenter.io/287143514. To participate in the Annual Meeting, you will need to review the information included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. The password for the meeting is SKT2020.

TableFor directions to the 2020 annual meeting of Contentsshareholders (the “annual meeting”), please contact our Investor Relations Department at (336) 834-6892.

Corporate Website:www.tangeroutlets.com

Investor Relations Website:investors.tangeroutlets.com

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON FRIDAY, MAY 15, 2020

This Proxy Statement and our Annual Report for the year ended December 31, 2019 (referred to as the “Annual Report”) to Shareholders are available at www.envisionreports.com/SKT.

The information found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of, this Proxy Statement.

VOTING ITEMS AND BOARD RECOMMENDATIONS

	compensation					Page
Proposal 1		Election of Director Nominees		FOReach Director Nominee		5
Proposal 2		Ratification of Appointment of Deloitte & Touche LLP as our Independent  Registered Public Accounting Firm for the Chief Executive Officer (referred to as the “CEO”) decreased by 9.7% from 2014 and decreased by a range of 4.9% to 9.6% from 2014 for the other named executive officers (referred to as the “NEOs”). Additionally, approximately 83%2020		FOR		60
Proposal 3		Approval on an advisory (non-binding) basis of the CEO’s total compensation is variable, or at risk, subject to the Company’s performance results.
●Compensation of our Named Executive Officers (Say-on-Pay)		Focus on Shareholder Engagement:FOR During the past year, the Company engaged in significant shareholder outreach specific to named executive officer compensation. Not satisfied with just over 66% say-on-pay advisory approval at the 2015 annual shareholders’ meeting, the Company sought and obtained meaningful shareholder input on executive compensation and worked with its independent compensation consultant to change executive compensation accordingly. Specifically, we redesigned our equity compensation program to increase the portion of equity awards that are performance based,and we changed our 2016 Outperformance Plan (referred to as the “2016 OPP”) to reflect a 50/50 split between absolute and relative TSR hurdles. We are committed to ongoing shareholder engagement as part of the Company’s overall compensation philosophy.
●	Focus on Best Practices: In moves that the Company believes are reflective of best practices in executive compensation, the Company continued to include a mandatory three-year holding period following the applicable vesting date on the CEO’s share grants in February 2015 and February 2016. Additionally, in February 2015, the Company adopted a robust anti-pledging policy that prohibits, subject to certain exceptions described under “Governance Policies Relating to Compensation-Anti-Pledging Policy” on page 40, our executive officers, directors and employees from pledging our securities as collateral for margin loans or other transactions that could raise potential risks to shareholder value.	63

Executive Compensation Governance HighlightsWWW.TANGEROUTLETS.COM

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PROXY SUMMARY

DIRECTORS

We believe that the composition of our Board of Directors (the “Board” or the “Board of Directors”) is balanced, that the members thereof are diverse in experience, professional background, areas of expertise and perspectives, and that the range of tenures of our directors creates a synergy between institutional knowledge and new perspectives. As a corporate governance best practice, our Nominating and Corporate Governance Committee annually considers the composition of our Board and standing Board committees to ensure an appropriate balance and a diversity of perspectives.

In July 2019, we appointed Luis A. Ubiñas to the Board of Directors. Mr. Ubiñas’ appointment, along with the addition of Susan E. Skerritt in 2018, reflects our focused effort to refresh the composition of the Board and foster a diverse composition of its members. Furthermore, the Company’s three longest serving independent directors, Mr. Benton, Mr. Robinson and Mr. Schuman, will retire from the Board at the end of their current term at the annual meeting to be held on May 15, 2020.

Mr. Ubiñas is a well-known leader in the telecommunication, technology and media industries. He has advised CEOs of Fortune 100 companies and significant nonprofit organizations for several decades, including previously serving as President of the Ford Foundation. Mr. Ubiñas has deep experience serving on the board of directors at both public and private companies.

The below table outlines the ages, tenures, independence and committee membership of our director nominees for the annual meeting to be held on May 15, 2020. For more information about our director nominees and their qualifications, please see “Proposal 1 - Election of Directors.”

	Age	Years on Board	Independent	Audit Committee	Compensation and Human Capital Committee	Nominating and Corporate Governance Committee
Jeffrey B. Citrin	62	5	✓
David B. Henry*	71	4	✓
Thomas J. Reddin	59	9	✓
Bridget M. Ryan-Berman	59	11	✓
Susan E. Skerritt	65	1	✓
Steven B. Tanger	71	26
Luis A. Ubiñas	57	<1	✓

Member

Chair

*

Non-Executive Chair

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PROXY SUMMARY

The charts below show our current board composition, as compared to how our Board is expected to be composed following our annual meeting.

	Director Independence Before				Director Independence After
	Director Tenure Before				Director Tenure After
	Board Gender Diversity Before				Board Gender Diversity After
	Average Age Before 67.5 Years				Average Age After 63.4 Years

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PROXY SUMMARY

GOVERNANCE HIGHLIGHTS

STRONG CORPORATE GOVERNANCE PRACTICES

Independence		Best Practices
●9 of 10 current directors are independent ●Independent Non-Executive Chair of the Board ●All Board committees composed entirely of independent directors ●Regular executive sessions of independent directors ●Board and committees may hire outside advisors independently of management		●Active shareholder engagement process ●Diversity reflected in Board and Senior Management ●Current Board includes 6 audit committee financial experts ●Strategy and risk oversight by the Board and its Committees ●Share ownership guidelines for executive officers and non-employee directors

SHAREHOLDER OUTREACH

We regularly engage with our shareholders, which we believe is a strong corporate governance practice. During late 2018 and early 2019, we reached out to shareholders representing approximately 80% of our outstanding shares and received feedback from shareholders representing approximately 60% of our shares. While executive compensation was an important part of our discussions, in some cases we also covered topics including strategy, environmental, social and governance (ESG) matters and Board composition.

CORPORATE RESPONSIBILITY

ESG principles provide Tanger’s stakeholders with an additional perspective on the Company’s performance.

Transparent disclosure practices, governance and ethics policies, strong employee engagement and deep community commitment are all important factors for our enterprise. Our focus on Places, Partnerships and People demonstrates our dedication to delivering long-term value to all of our stakeholders including retail partners, shareholders, customers, community partners and employee team members.

In October 2019, we released our third annual corporate responsibility report, reflecting our continued focus on corporate social responsibility and commitment to ESG efforts. The Charters of our Nominating and Corporate Governance and Compensation and Human Capital Committees expressly reflect the Board’s oversight of ESG matters.

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PROXY SUMMARY

CULTURE, COMMUNITY & RESPONSIBILITY

We continue to look for opportunities to integrate sustainability into our business practices as we address the material issues impacting Tanger and our stakeholders.

ALONG WITH GOVERNANCE,THE PILLARS OF OUR CORPORATE RESPONSIBILITY APPROACH INCLUDE:

Places Environmental Footprint Practices that enhance and differentiate our properties while considering the sustainability of our business and our planet.

Partnerships Shareholders, Retailers and Community Engagement Mutually beneficial relationships with shareholders, retailers and nonprofit partners that facilitate improved quality of life for the communities we serve.

People Customers and Employees The long-term, trusting relationships with team members and the consumers we serve.

OUR MATERIAL ISSUES – ESG PRIORITIES AND IMPACTS

We begin with understanding opportunities and risks arising from the material issues that impact our business and inform our ESG strategy. It is critical to translate these issues into operational priorities and processes across the business aswell as within specific functional areas, focusing on globaleconomic, environmental and social impacts. The list at rightincludes top level ESG items that have been identified throughstakeholder, executive and board engagement and are priority areas for Tanger.

ESG PRIORITIES – MATERIAL ISSUES INCLUDE:

		COMPANY REPUTATION
		OPERATIONAL EFFICIENCIES
		ENVIRONMENTAL RISKS
		CULTURE
		DIVERSITY & EQUAL OPPORTUNITY
		CORPORATE GOVERNANCE

What We DoWWW.TANGEROUTLETS.COM

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PROXY SUMMARY

2019 HIGHLIGHTS & ACCOMPLISHMENTS

Our approach is formed by our commitment to be a leading responsible company, using our expertise for positive impact. Our commitment to conduct our business in an ethical and responsible way is crucial to our continued success.

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PROXY SUMMARY

EXECUTIVE COMPENSATION GOVERNANCE HIGHLIGHTS

Our executive compensation program is designed to attract, retain and motivate experienced and talented executives who can help the Company maximize shareholder value. We believe that we maintain a competitive compensation program that incorporates strong governance practices.

✓	WHAT WE DO
	●✓Utilize an Executive Compensation Program Designed to Align Pay with Performance			●Prohibit Hedging and Restrict Pledging of Company Stock
●✓Conduct an Annual Say-on-Pay Vote		●Retain an Independent Compensation Consultant
●✓Seek Input From, Listen to and Respond to Shareholders		●Mitigate Inappropriate Risk Taking
●✓Employ a Clawback Policy		●Employ a rigorous bonus program
●✓Utilize Share Ownership Guidelines for NEOs and directors, with a 10x base salary requirement for our CEO		●✓Since 2013, utilizeProhibit Hedging and Restrict Pledging of the Company’s Common Shares ✓Retain an Independent Compensation Consultant ✓Mitigate Inappropriate Risk Taking ✓Employ a Rigorous Bonus Program ✓Employ a 3-year “no-sell” clause for all time-based restricted shares or restricted share units awarded to the CEO, following the vesting or settlement date of the restricted shares or restricted share units, as applicable

What We Do Not Do
		✗ WHAT WE DO NOT DO
	●✗Provide Tax Gross-ups			●Provide Guaranteed Bonuses
●✗Provide Excessive Perquisites		●✗Reprice Share Options ✗Provide Excessive Change of Control or Severance Payments

SAY-ON-PAY RESPONSIVENESS - CHANGES TO THE EXECUTIVE COMPENSATION PROGRAM

At the Company’s 2019 Annual Meeting of Shareholders, approximately 93% of votes cast approved, on an advisory (non-binding) basis, our executive compensation (commonly referred to as “Say-on-Pay”), and approximately 7% of votes cast voted against theSay-on-Pay proposal. This level of support was a significant increase from the 2018 vote, in which approximately 42% of votes werecast in favor of this proposal.

Say-On-Pay Approval Percentages Since 2015

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PROXY SUMMARY

The 2019 Say-on-Pay results occurred after we made changes to our incentive programs in February of 2019 following an extensive shareholder outreach effort preceding the 2019 Annual Meeting in order to better understand our investors’ views regarding our executive compensation programs. The outreach efforts were led by Mr. David Henry, the Chair of the Compensation and Human Capital Committee at that time, together with the Chair of the Board at that time, Mr. Thomas Reddin, along with the Compensation and Human Capital Committee’s independent compensation consultant, FPL Associates L.P. (FPL), and members of management (excludingthe Chief Executive Officer). We reached out to our 24 largestinstitutional shareholders who collectively owned approximately 80% (and spoke with and received feedback from shareholders who collectively owned 60%) of our outstanding common shares. These discussions allowed us to solicit individualized shareholder feedback on our compensation program and practices.

While investors generally supported the overall design and framework of our executive compensation system and acknowledged the positive changes that have been made over the years, in light of recent declining share price performance, we heard concerns and received valuable feedback regarding the magnitude of the CEO’s equity grant, and the portion of that grant that was not performance-based.As we value the feedback provided by our investors, the Board took action to specifically address their concerns while still maintaining a compensation program focused on retaining and motivating our executives. The Compensation and Human Capital Committee believes that the 2019 compensation changes described in the table below reflect our Board’s ongoing commitment to shareholder engagement and responsiveness.

●Reprice Share Options

WHAT WE HEARD					HOW WE RESPONDED
	The magnitude of the CEO’s grant does not align with peers, particularly in an environment of subpar performance.			We reduced the grant date fair value of the CEO’s 2019 equity grant by approximately 21% as compared to the value of his 2018 equity grant.
	A higher allocation of the CEO’s equity grant should be tied to performance-based vesting.			We increased the allocation of the 2019 award tied to performance by approximately 31%, as now a majority (60%) of the awarded grant date fair value is tied to performance (up from 46% in 2018)
	A lower allocation of the CEO’s equity grant should be tied to time-based vesting.			We decreased the allocation of the 2019 award tied solely to service by approximately 26%, as now a minority (40%) of the awarded grant date fair value is tied solely to service (down from 54% in 2018).

The illustration below outlines the magnitude of the changes in the grant date fair value of the CEO equity awards from 2018 to 2019. For all other NEOs, the Compensation and Human Capital Committee also decided to increase the allocation of performance-based awards granted in 2019 to 60%, whereas the majority of the other NEOs’ awards granted in 2018 were tied to time-based vesting.

Given the operating results and share price performance achieved in 2019, the Compensation and Human Capital Committee determined that the CEO’s equity compensation should not be increased in 2020 and kept the CEO’s equity compensation, in terms of both grant date fair value and mix of performance-based versus time-based, the same as 2019.

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www.tangeroutlets.com   CEO 2018 Equity Awards	Total LTI Award: $4,598,606	=	5Performance-Based (46%) $2,111,479	+	Time-Based (54%) $2,487,127
	21% Decrease ($)		4% Increase ($)		41% Decrease ($)
CEO 2019 Equity Awards	Total LTI Award: $3,654,909	=	Performance-Based (60%) $2,192,945	+	Time-Based (40%) $1,461,964
No increase or change in allocation from 2019-2020	=		=		=
CEO 2020 Equity Awards	Total LTI Award: $3,654,919	=	Performance-Based (60%) $2,192,949	+	Time-Based (40%) $1,461,970

CEOrealized paysince 2016 has been, or is expected to be,significantly less than the amount that was awarded (i.e., grantdate fair value) in those respective years, reflecting our pay-for-performance alignment. The adjacent chart isolates the portion of our CEO’s compensation that is based exclusivelyon shareholder returns (i.e., the Company’s three-year absoluteand relative Total Shareholder Return “TSR”). Of the total potential award value granted in the form of outperformance plan (“OPP”) awards over the past four years, in the aggregate, our CEO has earned, and is tracking to earn for those OPPs outstanding, zero value. We believe this reflects our consistentprogram philosophy of paying for performance.

Performance-Based Awards Granted Since 2016

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GENERAL INFORMATIONPROXY SUMMARY

2019 BUSINESS HIGHLIGHTS

As of December 31, 2019, our TSR over the past ten and twenty years was 13% and 718%, respectively, and approximately 1,030% since going public. During 2019, we faced similar industry headwinds that many of our peers experienced, particularly related to several retailer bankruptcies and brand-wide restructurings, that resulted in the Company recapturing approximately 198,000 square feet in its consolidated portfolio during the year. With strong leasing execution, we succeeded in accomplishing one of our key strategic goals of keeping our centers highly occupied with desirable tenants. This success,along with our enhanced marketing programs that focused on growing our loyalty program and highlighting the social element of shopping by conducting portfolio-wide experiential events throughout the year, we were able to achieve better than expectedresults for same-center net operating income, traffic and sales.

We are proud of these achievements as they point to our ability to strategically position the Company to withstand these current headwinds. Among other achievements in 2019, our executiveofficers and other dedicated employees led the Company torealize the following results:

	Net Income		7Net income available to common shareholders was $0.93 per share, or $86.5 million, compared to $0.45 per share, or $42.4 million, for the prior year.
	PROPOSAL 1 – ELECTION OF DIRECTORS		10
	EXECUTIVE COMPENSATIONAdjusted Funds from Operations (“AFFO”)*		19AFFO available to common shareholders was $2.31 per share for the year ended December 31, 2019, or $226.1 million, compared to $2.48 per share, or $243.3 million, for the prior year.
REPORT OF THE COMPENSATION COMMITTEE		41
	2015 SUMMARY COMPENSATION TABLESame Center Net Operating Income (“Same Center NOI”)*		42Same Center NOI for the consolidated portfolio decreased 0.7% for the year ended December 31, 2019 due primarily to the impact of additional tenant bankruptcies, lease modifications and store closures.
2015 GRANT OF PLAN BASED AWARDS		44
	OUTSTANDING EQUITY AWARDS AT YEAR END 2015Occupancy		4597.0% occupied consolidated portfolio at year-end 2019 (compared to 96.8% on December 31, 2018), marking the 39th consecutive year with year-end occupancy of 95% or greater.
OPTION EXERCISES AND COMMON SHARES VESTED IN 2015		47
	EQUITY COMPENSATION PLAN INFORMATIONQuarterly Common Share Cash Dividends		48Raised dividend in February 2019 by 1.4% on an annualized basis to $1.42 per share, marking our 26th consecutive annual dividend increase. Since becoming a public company in May 1993, the Company has paid a cash dividend each quarter and has increased its dividend each year.
EMPLOYMENT CONTRACTS		48
	POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROLAverage Tenant Sales		51Average tenant sales productivity for the consolidated portfolio was $395 per square foot for the year ended December 31, 2019, compared to $385 per square foot in the comparable prior year period.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		55
	CERTAIN RELATIONSHIPS AND RELATED PARTY INFORMATIONSame Center Tenant Sales		56Same center tenant sales performance for the overall portfolio increased 1.5% for the year ended December 31, 2019 compared to the year ended December 31, 2018.
PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		58
	REPORT OF THE AUDIT COMMITTEEAsset Dispositions		60Sold four non-core properties and used the net proceeds of $128.2 million to repay outstanding balances under our unsecured lines of credit.
PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION		62
	OTHER MATTERSInterest Coverage Ratio		Maintained strong interest coverage ratio of 4.3 and 4.5 times for 2019 and 2018, respectively.
	64Occupancy cost		Occupancy cost ratio for the trailing twelve months ended December 31, 2019 was 10.0%, lowest among the public mall REITs.

*

AFFO and Same Center NOI are financial measures that the Company’s management believes to be important supplemental indicators of our operating performance and which are used by securities analysts, investors and other interested parties in the evaluation of REITs, but are not measures computed in accordance with GAAP. For a discussion of AFFO and Same Center NOI including a reconciliation to GAAP, please see Appendix A.

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PROXY SUMMARY

As of December 31, 2019, we had reduced our total outstanding consolidated debt by approximately $143.1 million from the amount outstanding as of December 31, 2018. In addition, we had no amounts outstanding under our unsecured lines of credit, which provide for borrowings up to $600 million, and outstanding floating rate debt totaled approximately $11.4 million, representing less than 1% of total consolidated debt. Approximately 94% of our consolidated square footage was unencumbered. As of December 31, 2019, our outstanding debt had a weighted average interest rate of 3.5% and a weighted average term to maturity, including extension options, ofapproximately 5.5 years with no significant maturities untilDecember 2023.

Thanks, in part, to these operational results, we were able to return additional value to our shareholders in 2019. We repurchased approximately 1.2 million common shares, totaling $20.0 million, during the year, at a weighted average price of $16.52 per share, leaving approximately $80.0 million available at December 31, 2019 under the existing share repurchase authorization. In January 2020, the Company’s Board of Directors approved a 0.7%, or $0.01 per share, increase in the annualized dividend on its common shares to $1.43 per share, marking the 27^thconsecutive annual dividend increase.

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PROXY STATEMENT FOR ANNUAL
MEETING OF SHAREHOLDERS

to be held on May 20, 201615, 2020

GENERAL INFORMATION

The Board of Directors of Tanger Factory Outlet Centers, Inc. (NYSE:SKT) is soliciting your proxy for use at the Annual Meeting of Shareholders of the Company to be held on Friday, May 20, 2016.15, 2020.

Unless the context indicates otherwise, the term “Company” refers to Tanger Factory Outlet Centers, Inc., the term “Board” refers to our Board of Directors, the termterms “meeting” and “Annual Meeting” refers to the Annual Meeting of Shareholders of the CompanytheCompany to be held on May 20, 2016,15, 2020, and the term “Operating Partnership” refers“OperatingPartnership” refer to Tanger Properties Limited Partnership. We are a self-administered and self-managed REIT.real estate investment trust (referred to as a “REIT”). Our outlet centers and other assets are held by, and all of our operations are conducted by, the Operating Partnership. Accordingly, the descriptions of our business, employees and properties are also descriptions of the business, employees and properties of the Operating Partnership. The terms “we”,“we,” “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the context requires.

Pursuant to the rules of the United States Securities and Exchange Commission (referred to as the “SEC”), we are providing certain of our shareholders with access to our NoticeofNotice of Annual Meeting of Shareholders and Proxy Statement and proxy card (referred to as the “proxy materials”) and Annual Report forReportfor the year ended December 31, 20152019 (referred to as the “Annualthe“Annual Report”) over the internet. BecauseIf you received by mail a Notice Regarding theof Internet Availability of Proxy Materials, including aincludinga notice of Annual Meeting of Shareholders (referred to as the “Notice”), you will not receive a printed copy of the proxy materials unless you have previously made a permanentan election to receive these materials in printed form.form or make a new request. Instead, all shareholdersyou will have the ability to access the proxy materials and Annual Report by visiting the website at http://www.edocumentview.com/SKT. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found on the Notice. In addition, all shareholdersany shareholder who received a Notice may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.

The Annual Meeting will be a hybrid virtual meeting, which will be conducted via remote participation by visiting www.meetingcenter.io/287143514. You will be able to attend the Annual Meeting online and ask your questions during the meeting. In light of U.S. Center for Disease Control guidance not to hold gatherings of ten or more people, we are asking shareholders to attend the meeting virtually by visitingwww.meetingcenter.io/287143514. To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. The password for themeeting is SKT2020.

We anticipate that our Proxy Statementproxy materials and proxy cardAnnual Report will be availablebeavailable to shareholders on or about April 5, 2016.3, 2020.

DATE, TIME AND PLACE

Date, Time and Place

Friday May 20, 201615, 2020 at 10:00 a.m., Eastern Time

To be held at: Corporate Office of Tanger Factory Outlet Centers, Inc. 3200 Northline Avenue, Suite 360 Greensboro, North Carolina 27408 (336) 292-3010 and at www.meetingcenter.io/287143514

Subject to any continuation(s), postponement(s) or adjournment(s) thereof.

ATTENDING THE ANNUAL MEETING

As part of our effort to maintain a safe and healthy environment for our directors, members of management and shareholderswho wish to attend the 2020 Annual Meeting, in light of the COVID-19 pandemic, we have decided to offer shareholders the opportunity to attend the 2020 Annual Meeting virtuallyby visiting www.meetingcenter.io/287143514in addition to hosting the annual meeting at our Corporate Office. You mayattend the 2020 Annual Meeting only if you are a shareholderwho is entitled to vote at the Annual Meeting, or if you hold avalid proxy for the 2020 Annual Meeting. You may attend andparticipate in the Annual Meeting by visiting the following website: www.meetingcenter.io/287143514. In light of U.S. Center for Disease Control guidance not to hold gatherings of ten or more people, we are asking shareholders to attend the meeting virtually by visiting www.meetingcenter.io/287143514.To participate in the 2020 AnnualMeeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompaniedyour proxy materials. The password for the meeting is SKT2020.

Who Can Vote; Votes per shareWWW.TANGEROUTLETS.COM

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GENERAL INFORMATION

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the Notice or proxy card that you received.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your right to vote your Company shares along with your name and email address to Computershare. Requests for registration must be labeled as“Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 11, 2020.

You will receive a confirmation of your registration by email after Computershare receives your registration materials. Requests for registration should be directed to Computershare at the following:

By email

Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail

Computershare
Tanger Factory Outlet Centers, Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

The meeting webcast will begin promptly at 10:00 a.m. EasternTime. We encourage you to access the meeting prior to the starttime. Online check-in will begin at 9:40 a.m. Eastern Time, and youshould allow ample time for check-in procedures.

WHO CAN VOTE; VOTES PER SHARE

All holders of record of our common shares, par value $.01 per sharepershare (referred to as the “Common Shares”), as of the close ofcloseof business on the record date, March 23, 2016,18, 2020, are entitled toentitledto attend and vote on all proposals at the meeting. Each Common Share entitles the holder thereof to one vote. At the closetheclose of business on March 23, 2016, CommonShares totaling 96,126,50718, 2020, Common Shares totaling93,076,701 were issued and outstanding. In addition, at the close of business on March 23, 2016,18, 2020, units of partnership interest ininterestin the Operating Partnership, which may be exchanged on a one-to-one basis for Common Shares of the Company, totaled 5,052,743totaled4,911,173 units. Units of partnership interest are not entitled to votetovote at this meeting.

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Table of ContentsHOW TO VOTE

PROXY STATEMENT

How to Vote

Shareholder of Record—granting a proxySHAREHOLDER OF RECORD-GRANTING A PROXY

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you by the Company. As the shareholder of record, you have the right to vote in person at the annual meeting or to vote by proxy. If you plan to vote online during the meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. The password for the meeting is SKT2020. Prior to the meeting, you may vote by any of the following methods:

ONLINE	BY PHONE	BY MAIL	QR CODE
www.envisionreports.com/SKT	1-800-652-VOTE (8683)	Fill out your proxy card and drop in the mail in the enclosed postage paid envelope	Use your smartphone or tablet to scan the QR Code

If you wish to vote by proxy, you may vote using the internet, by telephone, or (if you received printed proxy materials) by completing a proxy card and returning it by mail in the envelope provided. Note that, in light of possible disruptions in mailservice related to the COVID-19 pandemic, we encourageshareholders to submit their proxy online, by phone or using your smartphone or tablet. When you vote by proxy, you authorize our officers listed on the proxy card to vote your shares on your behalf as you direct. Votes submitted electronically must bereceived by 1:00 a.m., Eastern Time, on May 15, 2020.

If you sign and return a proxy card, or vote using the internet or by telephone, but do not provide instructions on how to vote your shares, the designated officers will vote on your behalf as follows:

●FOR the election of each of the seven individuals named in this Proxy Statement to serve as directors;

●FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and

●FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.

●2	FORNOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT the election of each of the eight individuals named in this Proxy Statement to serve as directors;
●	FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016; and
●	FOR the approval, on a non-binding basis, of the compensation of our named executive officers.

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GENERAL INFORMATION

Beneficial Owner—voting instructionsBENEFICIAL OWNER-VOTING INSTRUCTIONS

If your shares are held in a brokerage account or by a bank or other nominee, the broker, bank or nominee is considered, with respect to those shares, the shareholderofshareholder nominee, or the shareholder of record, and you are considered the beneficial owner of shares held in street name. If you are a beneficial owner but not the shareholder of record, your broker, bank or nominee will vote your shares as directed by you. If you wish to vote your shares in person at the annual meeting, you must obtain a proxy from your broker, bank or nominee giving you the right to vote the shares at the meeting. If you wish to vote your shares online during the annual meeting, you should contact your broker, bank or nominee and see below under “Virtual Meeting Information”.

If your shares are held in street name by a broker, bank or other nominee, you may direct your vote by submitting your voting instructions to your broker, bank or other nominee. Please referPleaserefer to the voting instructions provided by your account manager.broker, bank or other nominee. Your broker, bank or nominee must vote your shares as you direct. If your shares are held by your brokershareholder nominee and you do not give your brokershareholder nominee voting instructions, your shares will not be voted with respect to the election of our directors orand the approval, on a non-bindingan advisory (non-binding) basis of the compensation of our named executive officers. Therefore, to be sure your shares are voted on these matters, please instruct your broker, bank or other nominee as to how you wish itsuch shareholder nominee to vote. Your broker does, however, have discretionary authority to vote on the ratification of the appointment of the independent registered public accounting firm, and may do so even when you have not provided instructions on that matter.

Quorum and Voting Requirements

QUORUM AND VOTING REQUIREMENTS

Under our By-Laws, a majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter at the annual meeting. Under our By-Laws and North Carolina law, shares represented at the meeting by proxy for any purpose will be deemed present for quorum purposes for the remainder of the meeting. In uncontested elections, Directorsdirectors will be elected if the votes cast for the nominee’s election exceed the votes cast against the nominee’s election by the Common Shares entitled to vote in the election, provided that a quorum is present. In acontesteda contested election, directors are elected by a plurality of the votes cast by the Common Shares entitled to vote in the election. An election is contested if the Secretary of the Company determines that the number of nominees, as determined in accordance with the Company’s By-Laws, exceeds the number of directors to be elected, and the Secretary has not rescinded suchrescindedsuch determination by the record date. If directors are to be elected by a plurality of votes cast, shareholders shall not be permitted to vote against a nominee. This year’s election is uncontested.

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PROXY STATEMENT

Accordingly, Directorsdirectors will be elected if the votes cast for the nominee’s election exceed the votes cast against theagainstthe nominee’s election. In addition, Proposals #22 and #33 will be approvedbeapproved if the votes cast for the proposal exceed the votes cast against the proposal. Abstentions, broker non-votes and shares whichthat are present at the meeting for any other purpose but whichthat are not voted on a particular proposalwillproposal will not affect the outcometheoutcome of the vote on the election of directors or Proposals #2 and #3.2or 3. Any other proposal to properly come before the meeting will be approved if the votes cast for the proposal exceed the votes cast against the proposal unless the North Carolina Business Corporation Act requires a greater number of affirmative votes.

Revocation of Proxies

REVOCATION OF PROXIES

You may revoke your proxy at any time before it is voted. If you hold your shares in your own name as a shareholder of record, you may revoke your proxy or change your vote in any of the following ways:

●	by signing and submitting a new proxy card;
●	by submitting new votes through internet or telephone voting;
●	by delivering to the Secretary of the Company written instructions revoking your proxy; or
●	by attending the meeting and voting in person.

●by signing and submitting a new proxy card;

●by submitting new votes through internet or telephone voting;

●by delivering to the Secretary of the Company written instructions revoking your proxy; or

●by attending the meeting and voting during the meeting.

You cannot revoke your proxy by merely attending the meeting. If you dissent, you will not have any rights of appraisal with respect to the matters to be acted upon at the meeting.

If your shares are held in street name by a broker, bank or other nominee, you may revoke your voting instructions by submitting new voting instructions to the broker, bank or other nominee who holds your shares.

Proxy Solicitation

PROXY SOLICITATION

We are making this solicitation and will pay the entire cost of preparing and distributing the Notice, proxy materials and Annual Report and of soliciting proxies from the holders of our Common Shares. If you choose to access the proxy materials and Annual Report and/or vote over the internet, you are responsible for any internet access charges you may incur. We have retained the services of Georgeson Inc.Okapi Partners LLC to assist us in the solicitation ofsolicitationof proxies forafor a fee of $6,500$8,000 plus out of pocket expenses. Our directors,Ourdirectors, officers and employees may, but without compensation other than their regular compensation, also solicit proxies by telephone, fax, e-mail or personal interview. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending the Notice, proxy materials and Annual Report to shareholders.beneficial owners.

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VIRTUAL MEETING INFORMATION

As part of our efforts to maintain a safe and healthy environment for our directors, members of management and shareholderswho wish to attend the 2020 Annual Meeting, in light of the COVID-19 pandemic, we believe that offering shareholders the opportunity to attend and participate in the 2020 AnnualMeeting via remote participation this year is in the best interest of the Company and its shareholders. Allowing shareholders to attend virtually also enables increased shareholder attendance and participation because shareholders can participate from any location around the world. You will be able to attend the Annual Meeting online and submit your questions by visitingwww.meetingcenter.io/287143514. To participate in the 2020Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. The password forthe meeting is SKT2020.You also will be able to vote your shares electronically at the Annual Meeting by following the instructions above.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting, and the information for assistance will be located on www.meetingcenter.io/287143514.

To participate in the 2020 Annual Meeting, you will need toreview the information included on your Notice, on your proxy card or on the instructions that accompanied your proxymaterials. The password for the meeting is SKT2020.

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the Notice or proxy card that you received.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your right to vote your Company shares along with your name and email address to Computershare. Requests for registration must be labeled as“Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 11, 2020.

You will receive a confirmation of your registration by email after Computershare receives your registration materials. Requests for registration should be directed to Computershare at the following:

By email

Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail

Computershare
Tanger Factory Outlet Centers, Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer questions that are pertinent to the Company and the meeting matters, as time permits.

PROPOSAL 1 ELECTION OF DIRECTORS

Our By-Laws provide that directors be elected at each Annual Meeting of Shareholders. Our Board currently has eight directors. Sadly, Mr. Donald Drapkin, who had served on our Board since March 2011, unexpectedly passed away on February 22, 2016. Subsequently,In connection with the retirement of three independent directors in May 2020, the Board decreasedexpects to decrease the size of the Board from nineten to eightseven members. The Board has nominated eightseven director candidates for election to the Board at the annual meeting. Each of the eightseven nominees for director designated below is presently a director of the Company.

It is expected thateachthat each of these nominees will be able to serve, but if any such nominee is unable to serve, or for good cause will not serve, the proxies reserve discretion to vote for a substitute nominee or nominees designated by the Board of Directors, or the Board may elect to reduce its size. The terms of all of our directors expire at the next annual meetingAnnual Meeting of shareholdersShareholders or untilwhen their successors are elected and qualified. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proposal.

DIRECTOR RESIGNATION POLICY

Our By-Laws provide that in uncontested elections, nominees will be elected if votes cast for each nominee’s election exceed the votes cast against eachsuch nominee’s election, provided that a quorum is present. Pursuant to our director resignation policy, the Board will nominate for re-election as directors only candidates who agree to tender their irrevocable resignation at or prior to their nomination. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other directors in accordance with the director resignation policy. TheirThe resignations will only become effective upon the occurrence of both the failure to receive the required majority vote for election and Board acceptance of theirthe resignations. If a director nominee does not receive therequiredthe required vote, the Nominating and Corporate Governance Committee or another committee consisting solely of independent directors (excluding the director nominee in question) will consider and make a recommendation to the Board as to whether to accept or reject the director nominee’s previously tendered resignation. The Board (not including(excluding the director nominee in question) will make a final determination as to whether to accept or reject the director nominee’s resignation within 90 days following the certification of the shareholder vote. The Nominating and Corporate Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a Director’sdirector’s resignation. The Company will then promptly disclose the Board’s decision in a document furnished or filed with the SEC.

BOARD DIVERSITY AND REFRESHMENT

The Board seeks a mix of backgrounds and experience among its members. We do not follow any ratio or formulabelieve that decision making is improved when various perspectives contribute to determine the appropriate mix. Rather,discussion. In evaluating director candidates, the Nominating and Corporate Governance Committee uses its judgment to identify nominees whose viewpoints, backgrounds, experience, gender, race, ethnicity and other demographics,attributes, taken as a whole, contribute to the high standards of Board service at the Company. While the Board does not follow any ratio or formula to determine the appropriate mix, the Board is committed to increasing gender and racial diversity among directors over time and, as reflected in our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee is committed to including highly qualified women and minority candidates in each search the Board undertakes. The Nominating and Corporate Governance Committee assesses its performance as to all aspects of the selection and nomination process for directors, including diversity, as part of its annual self-evaluation process.

The Board’s commitment to diversity is reflective of the Company’s policy of inclusiveness throughout the organization. Our management team reflects gender and racial diversity as well as diversity of viewpoints, background and experience. For example, more than fifty percent of the members of our executive leadership team are women.

Luis A. Ubiñas was appointed to our Board of Directors, effective July 29, 2019. Mr. Ubiñas’ appointment, along with the recent addition of Susan E. Skerritt, reflects the board’s focused effort to refresh the composition of the Board and foster its diverse composition. Furthermore, the Company’s three longest serving independent directors, Allan L. Schuman, William G. Benton, and Thomas E. Robinson, will retire from the Board at the end of their current term at the annual meeting and have therefore not been nominated for re-election. In May of 2019, as part of the Board’s chair rotation practice, David B. Henry was appointed to the role of Non-Executive Chair of the Board, replacing Thomas J. Reddin. Our focus on Board composition reflects our thoughtful approach and commitment to ongoing Board refreshment and diversification. These changes have further increased the diversity of our Board in terms of gender, ethnicity and career experience.

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NOMINEE QUALIFICATIONS

The biographical description below for each nominee includes the specific experience, qualifications, attributes and skills that led to the conclusion by the Board of DirectorsthatDirectors that such person should serve as a director of the Company. Each of our director nominees has achieved an extremely high level of success in his or her career. In these positions, each has been directly involved in the challenges relating to setting the strategic direction of or managing and overseeing the financial performance, personnel and processes of complex, public and private companies. Each has had exposure to effective leaders, and as a result, we believe has developed the ability to judge leadership qualities. Each of themalso has experience in serving as an executive officer or on the board of directors of at least one other major corporation, both of which we believe provides additional relevant experience on which each nominee can draw.

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PROPOSAL 1 ELECTION OF DIRECTORS

Information Regarding NomineesINFORMATION REGARDING NOMINEES

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Notice of Annual Meeting of Shareholders and Proxy StatementBridget M. Ryan-Berman

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PROPOSAL 1 ELECTION OF DIRECTORS

www.tangeroutlets.com   Susan E. Skerritt

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PROPOSAL 1 ELECTION OF DIRECTORS

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Vote Required.The nominees will be elected if votes cast for each nominee’s election exceed the votes cast against eachsuch nominee’s election, provided that a quorum is present. Accordingly, abstentions, broker non-votes and Common Shares present at the meeting for any other purpose but which are not voted on this proposal will not affect the outcome of the vote on the nominees. David B. Henry was appointed to the Board on January 1, 2016 and was approved by the Nominating and Corporate Governance Committee for inclusion on the proxy card to stand for election by the shareholders. The remaining seven nominees who were approved by the Nominating and Corporate Governance Committee for inclusion on the proxy card are standing for re-election.

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DIRECTOR INDEPENDENCE

Our Corporate Governance Guidelines and the listing standards of the NYSE require that a majority of our directors be “independent” and that every member of the Board’s Audit Committee, Compensation and Human Capital Committee, and Nominating and Corporate Governance Committee be “independent,” in each case as such term is defined by the NYSE listing requirements. Generally, independent directors are those directors who are not concurrently serving as officers of the Company and who have no material relationship with us. We presently have eightten directors, including sevennine independent directors. Our Board has affirmatively determined that the following seven nominees to our Boardnine current directors are “independent”,“independent,” as that term is defined under the listing standards of the NYSE:

William G. Benton, Jeffrey B. Citrin, David B. Henry, Thomas J. Reddin, Thomas E. Robinson, Bridget M. Ryan-Berman, and Allan L. Schuman. In addition, the Board had determined that Donald G. Drapkin was independent.Schuman, Susan E. Skerritt and Luis A. Ubiñas. Steven B. Tanger is concurrently serving as our President and CEO and, therefore, is not independent.

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TableIn determining the independence of Contentsour directors, the Board considered that Ms. Ryan-Berman is a director of Newell Brands Inc., the owner of a portfolio of brands, including one of our tenants. Our Board considered the nature of this relationship and the dollar value of the annual rental payments received from the tenant and determined that the relationship does not impairMs. Ryan-Berman’s independence.

PROPOSAL 1 ELECTION OF DIRECTORSBOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT

Pursuant to our By-Laws and our Corporate Governance Guidelines, our Board determines the appropriate board leadership structure for our Company from time to time. As part of our annual Board self-evaluation process, we evaluate our leadership structure to ensure that the Board continues to believe that it provides the optimal structure for our Company and shareholders. We recognize that different board leadership structures may be appropriate for companies in different situations.

We operate under a board leadership structure with separate roles for our CEO and our Non-Executive ChairmanChair of the Board.Board, who has been determined independent. Our current leadership structure permits the CEO to focus his attention on managing our Company and permits the Non-Executive ChairmanChair to manage the Board. Accordingly, we believe our current leadership structure, with Mr. Steven B. Tanger serving as CEO and Mr. William G. BentonandMr. David B. Henry serving as Non-Executive ChairmanChair of the Board,is the optimal structure for us at this time.

The Board is responsible for overseeing the Company’s risk management processes, and our Audit Committee, or other committees as discussed in the Corporate Responsibility sectionbelow, assists the Board in fulfilling this responsibility. The AuditCommitteeAudit Committee receives reports from management at least quarterly regarding the Company’s assessment of risks. These risks relate to a range of issues including strategy, operations and cybersecurity, among others. The Audit Committee, which also considers our risk profile, reports regularly to the full Board on these matters. The Audit Committee and the full Board focus on the most significant risks facing the Company and the Company’s general risk management strategy, and also ensure that risks undertaken by us are consistent with the Board’s levels of risk tolerance. While the Board oversees our overall risk management, our management is responsible for day-to-dayday-today risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing the Company. The Board does not believe that its role in the oversight of the Company’s risks affects the Board’s leadership structure.

The Company has reviewed its compensation policies and practices and has determined that it has no policies or practices that are reasonably likely to have a material adverse effect on the Company.

CORPORATE RESPONSIBILITY

ESG principles provide our stakeholders with an additional perspective on the Company’s performance.

Transparent disclosure practices, governance and ethics policies, strong employee engagement and deep community commitment are all important factors for our enterprise. The Board’s oversight of our ESG initiatives reflects our goal ofdelivering long-term value to all of our stakeholders including retail partners, shareholders, customers, community partnersand employee team members. During 2019, the Boardamended the charters of the Nominating and Corporate Governance Committee and the Compensation and Human Capital Committee to allocate to each committee the primary responsibility for the oversight of certain ESG matters.

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

The Board held six regularsixregular meetings during 2015.2019. Each of the incumbent directors in office during 20152019 attended at least 75% 90%of the Board meetings and meetings of committees on which the director served, during the period in which such person served as a director. We do not have a formal policy of attendance for directorsfordirectors at our Annual Meeting of Shareholders. SevenEight of our eightournine directors who were serving at the time of the 2019 AnnualMeeting of Shareholders attended the 2015 Annual Meetingmeeting.

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Pursuant to our Corporate Governance Guidelines, non-management directors are required to meet in executive sessions following each regularly scheduled quarterly Board meeting. The Non-Executive ChairmanChair of the Board presides at all executive sessions at which he is in attendance. In addition,to the extent applicable, non-management directors who are not independent under the rules of the NYSE may participate in these executive sessions, but our independent directors meet in executive session at least once per year.

ANTI-HEDGING POLICY

The Company has established an anti-hedging policy applicable to our executive officers, directors and employees. The policy prohibits any director or executive officer of the Company from trading in puts, calls, options or other derivative securities based on the Company’s securities. In addition, certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a shareholder to lock in much of the value of his or her holdings, often in exchange for all orpart of the potential upside appreciation in the shareholdings. These transactions allow the shareholder to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the owner may no longer have the same objectives as the company’s other shareholders. Therefore, executive officers, directors and employees may not engage in any such transactions with respect to the Common Shares they own.

COMMITTEES OF THE BOARD

The Board has three standing committees to facilitate and assist the Board in the execution of its responsibilities. The current committees are the Audit Committee, the Compensation and Human Capital Committee, and the Nominating and Corporate Governance Committee. In accordance with NYSE listing standards, all of the committees arecomprised solelyare comprisedsolely of independent directors. Charters for each of the Audit, Compensation and Human Capital, and Nominating and Corporate Governance Committees are available on the Company’s website at www.tangeroutlets.com by first clicking on “INVESTOR RELATIONS”,RELATIONS,” then “CORPORATE OVERVIEW””GOVERNANCE” and then “GOVERNANCE DOCUMENTS”.

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PROPOSAL 1 ELECTION OF DIRECTORSDOCUMENTS.”

The table below shows the current membership for each of the standing committees.

	Age	Years on Board	Independent	Audit Committee	Compensation and Human Capital Committee	Nominating and Corporate Governance Committee
William G. Benton**	74	26	●
Jeffrey B. Citrin	62	5	●
David B. Henry*	71	4	●
Thomas J. Reddin	59	9	●
Thomas E. Robinson**	72	26	●
Bridget M. Ryan-Berman	59	11	●
Allan L. Schuman**	85	15	●
Susan E. Skerritt	65	1	●
Steven B. Tanger	71	26
Luis A. Ubiñas	57	<1	●

Member

Chair

*

Non-Executive Chair

**

Not nominated for reelection

WWW.TANGEROUTLETS.COM	Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee11
William G. Benton(1)
Jeffrey B. Citrin
Thomas J. Reddin
Thomas E. Robinson
Bridget M. Ryan-Berman
Allan L. Schuman

(1) Mr. Benton was named Interim Nominating and Corporate Governance Committee Chair in March 2016, following the deathTable of Mr. Drapkin, who was serving in that capacity.Contents

Member

Chair PROPOSAL 1 ELECTION OF DIRECTORS

Audit Committee.AUDIT COMMITTEE

The Board has established an Audit Committee currently consisting of fourseven of our independent directors, each of whom satisfies the additional independence requirements of Rule 10A-3Rule10A-3 under the Securities Exchange Act of 1934, as amended (referredamended(referred to as the “Exchange Act”). The purpose, each of the Audit Committee is (i) to assistwhich have been determined by the Board in fulfilling its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accountants and the performance of our independent registered public accountants and our internal audit function and (ii) to prepare any audit committee reports required by the SEC to be included in our annual Proxy Statement. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accountants and approves in advance, or adopts appropriate procedures to approve in advance, all audit and non-audit services provided by the independent registered public accountants. The Audit Committee is also charged with discussing with management the Company’s policies with respect to risk assessment and risk management, the Company’s significant financial risk exposures and the actions management has taken to limit, monitor or control such exposures. The Board has determined that each member of the Audit Committee is “financially literate”, as that term is defined in the listing requirements of the NYSE and that each membersix of the committee, all of whom are named above, iswhich qualify as an “audit committee financial expert”,expert,” as that term is defined in IteminItem 407(d) of Regulation S-K.

PURPOSE AND RESPONSIBILITIES

During 2015,2019, there were fourfive meetings of the Audit Committee.

Compensation Committee.COMPENSATION AND HUMAN CAPITAL COMMITTEE

The Board has established a Compensation and Human Capital Committee, formerly called the Compensation Committee, currently consisting of five of our independent directors, each of whom meets the NYSE’s heightened standardadditional standards for compensation committee membership. The Compensation Committee’s responsibilities include reviewingmembership and approving the corporate goals and objectives relevant to the compensationeach qualifies as a non-employeedirector for purposes of Section 16 of the CEO, evaluating the CEO’s performance in light of those goals and objectives and, either as a committee or together with other independent directors (as directedby the Board), determining compensation for our CEO. The Compensation Committee is also responsible for making recommendations to the Board with respect to the compensation of other executive officers and directors. The Compensation Committee also administers our amended and restated Incentive Award Plan (the “Incentive Award Plan”), except in the case of awards to non-employee directors for which the plan is administered by the Board. This plan provides for the issuance of equity-based awards to the Company’s employees, directors, and consultants (other than non-employee directors). The Compensation Committee selects the employees and consultants (other than non-employee directors) to whom equity-based awards under the Incentive Award Plan will be granted and establishes the terms and conditions of the awards. Exchange Act.

PURPOSE AND RESPONSIBILITIES

During 2015,2019, there were three meetings of the CompensationCompensationand Human Capital Committee.

Nominating and Corporate Governance Committee.NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The Board has established a Nominating and Corporate Governance Committee currently consisting of fourseven of our independent directors. The Nominating and Corporate Governance Committee makes

PURPOSE AND RESPONSIBILITIES

During 2019, there were four meetings of the Board or any committee of the Board, recommends individuals for the Board to nominate for election as directors, recommends individuals for appointment to committees of the Board, establishes procedures for the Board’s oversight of the evaluation of the Board and management, and develops and recommends corporate governance guidelines.Nominating andCorporate Governance Committee.

The Nominating and Corporate Governance Committee evaluates annually the effectiveness of the Board as a whole and identifies any areas in which the Board would be better served by adding new members with different skills, backgrounds or areas of experience. In identifying qualified director candidates for election to the Board and to fill vacancies on the Board, the Nominating and Corporate Governance Committee solicits current directors for the names of potentially qualified candidates, may ask directors to pursue their own business contacts for the names of potentially qualified candidates and may recommend that the Board engage a third party search

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PROPOSAL 1 ELECTION OF DIRECTORS

firm to identify names ofnamesof potentially qualified candidates. In 2015,2019, the Nominating andNominatingand Corporate Governance Committee considered a potential director candidate recommended by our CEO.a non-managementdirector, who would increase the diversity, skills and experienceof the Board as a whole. Members of the Committee met with the candidate, David Henry,Luis Ubiñas, and noted his expertise as a strategic thinker and change agent with deep experience in the marketing and media arenas. Mr. Henry’s knowledgeUbiñas’ board experience, coupled with his proven track record of success, complement the retail REIT industry and his significant experience as an executiveexisting strengths of a public retail real estate company.our Board. Following further consideration and evaluation, and upon the recommendation of the Nominating and Corporate Governance Committee, he was appointed to thetothe Board effective January 1, 2016July 29, 2019 and recommended by the NominatingtheNominating and Corporate Governance Committee for election atelectionat the 20162020 Annual Meeting of Shareholders.

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The Board values directors who will bring a sufficient range of different perspectives to bear, generate appropriate discussion and debate, and fulfill their oversight responsibilities to foster significant value creation for our shareholders. The Board considers director candidates based on a number of factors including: whether the Board member will be “independent” in accordance with our Corporate Governance Guidelines and as such term is defined by the NYSE listing requirements; personal integrity and other qualities and characteristics, accomplishments and reputation in the business community; experience with businesses and other organizations of comparable size and current knowledge and contacts in the Company’s industry or other industries relevant to the Company’s business; experience and understanding of the Company’s business and financial matters affecting its business;itsbusiness; ability and willingness to commit adequate time to Board and committee matters; the fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective collegial and responsive to the needs of the Company; and diversity of viewpoints, background, experience, gender, race, ethnicity and other demographics.attributes. It is the policy of the Nominating and Corporate Governance Committee to consider nominees for the Board recommended by the Company’s shareholders in accordance with the procedures described under “Other Matters—ShareholderMatters-Shareholder Proposals and NominationsandNominations for the 20172021 Annual Meeting of Shareholders—ShareholderShareholders-Shareholder Suggestions for Director Nominations” in this Proxy Statement. Shareholder nominees who are recommended in accordance with these procedures will be given the same consideration as nominees for director from other sources. During 2015, there were two meetings of the Nominating and Corporate Governance Committee.

COMMUNICATIONS WITH DIRECTORS

Any shareholder or interested party is welcome to communicate with our Non-Executive ChairmanChair of the Board, any other director, the non-management directors as a group or the Board of Directors as a whole by writing to the directorsrelevant director(s) as follows:Tanger Factory Outlet Centers,Inc., Attention Non-Executive Chairman,Chair, c/o the Corporate Secretary, 3200 Northline Avenue, Suite 360, Greensboro, NC 27408. All communications, except for marketing and advertising materials, are forwarded directly to our directors.

COMPENSATION OF DIRECTORS

The annual compensation to the non-employee directors for 20152019 was set and approved by the Board based on the recommendations of,recommendationsof, and a peer group analysis performed by, independent compensation consultants engaged by the Compensation Committee. During 2015,and Human CapitalCommittee. Compensation paid to our non-employee directors were each paid annual cash compensation of $50,000. In addition, the Non-Executive Chairman of the Board was paid an additional annual fee of $50,000, the chairs of the Audit and Compensation Committees were each paid an annual fee of $25,000, and the chair of the Nominating and Corporate Governance Committee was paid an annual fee of $15,000. If a new directorfor services in 2019 is appointed to the Board, or if a presiding director is appointed chairman of a committee, during the calendar year, the retainer fees and chair fees are prorated based on the effective date of his or her appointment. The Board concluded that the annual cash compensation and committee chair fees payable to the non-employee directors for 2016 will remain the same as 2015.described below.

Our CEO, who is also a director, willis not be paid any director fees for his services as a director of the Company. Our non-employee directors are reimbursed for their expenses incurred in attending Board meetings.

EQUITY COMPENSATION

We may from time to time under the Incentive Award Plan grant to any non-employee director options, restricted or deferred shares or other awards upon approval of the entire Board. The Board selects the non-employee directors to whom equity-based awards under the Incentive Award Plan will be granted and establishes the terms andconditionsand conditions of the awards based on recommendations and advice from the Compensation and Human Capital Committee. However, as set forth in the Incentive Award Plan, a non-employee director may not receive awards under the Incentive Award Plan with an aggregate value in excessinexcess of $500,000 during any fiscal year. The Board approved an awardapprovedawards of 4,500 restricted Common Shares to each non-employee director with a grant date fairvalue of approximately $165,000 for each of 20162020, 2019 and 2015, and 5,000 restricted Common Shares to each non-employee director for 2014. Mr. Henry received no awards during 2015 and 2014 and Mr. Citrin received no awards during 2014 because each joined the board after grants to directors were made during those respective years.2018.

The Company’s Board of Directors expects all non-employee directors to own a meaningful equity interest in the Company to more closely align the interests of directors with those of shareholders. Our equity ownership guidelines require non-employee directors to hold 5,000 Common Shares within 3 years of their election to the Board. In addition, the Director Deferred Share Program of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership (the “Director Deferred Share Program”) allows non-employee directors to elect to receive all or a portion of their cash and/or equity compensation in deferred shares. In the event a non-employee director elects to defer compensation, such compensation (along with any dividends with respect to such compensation) will be credited to a bookkeeping account and paid in Common SharesCommonShares within 60 days following the payment date elected by suchbysuch director. Such payment date will be one of the

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following dates: followingdates: (1) the date of termination of directorship, (2) a specified annualspecifiedannual anniversary of the date of termination of directorship, (3) a specifiedaspecified date that is after December 31 of the applicable service year, or (4) the earlier of the date of death or disability. Any deferred sharesdeferredshares shall be subjecttosubject to the same vesting conditions applicable to restricted Common Shares that would have been granted absentgrantedabsent a deferral election. In 2015,2019, two non-employee directors participateddirectorsparticipated in the Director Deferred Share Program.

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MINIMUM EQUITY OWNERSHIP GUIDELINES

The Company’s Board of Directors expects all non-employee directors to own a meaningful equity interest in the Company to more closely align the interests of directors with those of shareholders. Our equity ownership guidelines require non-employee directors to hold Common Shares with a value equal to five times the base annual board retainer within five years of joining the Board. All non-employee directors who have been board members for at least 3 years met the share ownershipguidelines as of December 31, 2019.

Director Compensation Table

The following table shows the total compensation for our non-employee directors for the fiscal year ended December 31, 2015:2019:

DIRECTOR COMPENSATION TABLE

COMPENSATION COMMITTEE INTERLOCKS ANDINSIDER PARTICIPATION

The Compensation and Human Capital Committee, which is composed entirely of independent directors, is charged with determining compensation for our CEO and making recommendations to the Board with respect to the compensation of our other officers. During the fiscal year endedyearended December 31, 2015,2019, Mr. Benton,Citrin, Mr. Reddin,Henry, Mr. Robinson, Reddin,Ms. Ryan-BermanandRyan-Berman and Mr. Schuman served as members of the CompensationtheCompensation and Human Capital Committee. No executive officer of the Company served as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any other entity that has one or more executive officers serving as a member of the Board or the Compensation and Human Capital Committee.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

The Compensation and Human Capital Committee is responsible for the Company’s executive compensation philosophy and policies, as well as the annual executive compensation program that flows from them. This “Executive Compensation” section of the Proxy Statement contains a detailed explanation of the compensation arrangements for our NEOs for fiscal year 2015,2019, which were determined by the Compensation and Human Capital Committee. For the fiscal year ended December 31, 2015,2019, our NEOs and their titles were as follows:

●	Steven B. Tanger - President and		Chief Executive Officer (“CEO”)
●	Frank C. Marchisello, Jr. - James F. Williams		Executive Vice President and Chief Financial Officer (“CFO”)
●	Thomas E. McDonough - Executive Vice McDonough*		President and Chief Operating Officer (“COO”President”)
●	Chad D. Perry -		Executive Vice President, General Counsel and Secretary (“GC”)
●	Lisa J. Morrison - Senior		Executive Vice President - Leasing

*

On June 4, 2019, Thomas E. McDonough notified us of his intention to retire, effective December 31, 2019, as President of the Company. See page 50 for details regarding the Transition Agreement (as defined below) entered into between Mr. McDonough and the Operating Partnership, which sets forth the terms of his transition and retirement from the Company, effective as of December 31, 2019.

The Compensation Discussion and Analysis includes the following sections:

● 1		Executive Summary (page 16)- Summarizes efforts to engage shareholders on “Say On Pay”with regard to “Say-On-Pay”, additional compensation actions, pay-for-performance alignment for the CEO, CEO/NEO pay mix, business highlights our executive compensation program,and total shareholder return and CEO pay mix. return.
●		3		2019 Compensation Review Process- Outlines the role of the Compensation Committee, compensation consultant and CEO in developing appropriate compensation programs for our NEOs.
●	Fiscal Year 2015 Compensation - Discusses and analyzes the Compensation Committee’s specific decisions for fiscal year 2015.
●	Elements of Compensation(page 30)- Provides a more detailed description of our compensation program as applied to our NEOs.
●
2		Compensation Review Process (page 24)- Outlines the role of the Compensation and Human Capital Committee, compensation consultant and CEO in developing appropriate compensation programs for our NEOs.		4		Governance Policies Relating to Compensation (page 38)- Details other governance policies and processes related to our executive compensation program.

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1	EXECUTIVE SUMMARY

We are a fully-integrated, self-administered and self-managed REIT, which focuses on developing, acquiring, owning, operating and managing upscale outlet shopping centers in the US and Canada. We are the only public pure-play outlet center REIT and have a primary objective to maximize TSR through growth in funds from operations and asset value appreciation. The Company has over 39 years of outlet center experience and our executives have a proven skill set in securing the best sites, constructing high-quality properties on time, completing the timely and effective lease-up of centers, and curating a compelling mix of tenants, while maintaining high occupancy and operating and marketing highly successful outlet centers.

The Compensation and Human Capital Committee strongly believes that our executive compensation program represents a thoughtful, balanced program with a pay-for-performance structure that focuses on Company performance and reflects the feedback of our shareholders. Our executive compensation program is designed to motivate, attract and retain highly-qualified executives with this unique and proven skill set and to align the CEO and other NEOs’ interests with those of our shareholders. In years that our shareholder value has increased, compensation for our CEO and other NEOs has generally increased. Conversely, in years that our shares have underperformed, compensation for our CEO and other NEOs has generally declined. We believe that such alignment is strongly evidenced by the 2019 compensation and the current outstanding equity awards held by our NEOs.

2019 COMPENSATION HIGHLIGHTS

As of December 31, 2019, our TSR over the past ten and twenty years was 13% and 718%, respectively, and approximately 1,030% since going public. We continued to face significant industry headwinds during 2019 characterized by additional tenant bankruptcies and store closures and causing us to early recapture approximately 198,000 square feet in our consolidated portfolio. Nevertheless, due to a strong leasing and marketing performance, we achieved a high year-end occupancy rate of 97% and were able to continue to drive increases in traffic and sales, which in turn resulted in significantly better than originally expected performance in AFFO per share and Same CenterNOI. With respect to our Incentive Cash Bonus Plan (see “2019Compensation - Annual Cash Incentives: Description andAnalysis”), we achieved the maximum AFFO performance metric and between target and maximum Same Center NOI metric.Due to a successful completion of the sale of four non-core properties, the proceeds of which were used to pay down debt, we were able to achieve a leverage ratio between the target and maximum goals. As a result of this strong performance, our CEO’s cash bonus under the Incentive Cash Bonus Plan for fiscal 2019 was 58.2% higher than the cash bonus received for fiscal 2018.

Following the completion of an extensive shareholder outreach program, which we discuss below, the CEO’s equity compensation for awards granted in 2019 was reduced 21% compared to 2018 and the allocation of the equity award tied to performance was increased from 46% to 60% (See “Shareholder Engagement and Listening to our Shareholders”).

The performance period of our outperformance plan approved in 2017 (“2017 OPP”) ended in February 2020. The Company fell short of the minimum TSR goals under the 2017 OPP, and no awards were earned, resulting in a forfeiture of over $5.3 million in value by our CEO. In addition, in light of our TSR in 2019, the absolute and relative portions of the remaining outperformance plans approved in 2018 and 2019 (“2018 OPP” and “2019 OPP”), the performance periods of which are approximately two-thirds and one-third completed, respectively, currently are underwater and projected to have zero value.

SHAREHOLDER ENGAGEMENT AND LISTENING TO OUR SHAREHOLDERS

We have historically taken into consideration the results of our advisory votes on the Company’s executive compensation program and NEO compensation decisions, and since 2014, we have proactively engaged in ongoing shareholder outreach in order to hear feedback about our executive compensation program directly from shareholders.

At the Company’s 2019 Annual Meeting of Shareholders, approximately 93% of votes cast approved, on an advisory (non-binding) basis, of our executive compensation (commonly referred to as “Say-on-Pay”) and approximately 7% of votes cast voted against the Say-on-Pay proposal. This level of support was a significant increase from the 2018 vote, in which approximately 42% of votes cast were in favor of this proposal.

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Say-On-Pay Approval Percentages Since 2015

The 2019 results occurred after we made changes to our incentive programs in February of 2019 following an extensive shareholder outreach effort, preceding the 2019 Annual Meeting, in order to better understand our investors’ views regarding our executive compensation programs. The outreach efforts were led by Mr. David Henry, the Chair of the Compensation and Human Capital Committee at that time, together with the Chair of the Board at that time, Mr. Thomas Reddin, along with the Compensation and Human Capital Committee’s independent compensation consultant, FPL, and members of management (excluding the Chief Executive Officer). We reached out to our 24 largest institutional shareholders who collectively owned approximately 80% (and spoke with and received feedback from shareholders representing 60%) of our outstanding Common Shares. These discussions allowed us to solicit individualized shareholder feedback on our compensation program and practices.

While investors generally supported the overall design and framework of our executive compensation system and acknowledged the positive changes that have been made over the years, in light of recent declining share price performance, we heard concerns and received valuable feedback regarding the magnitude of the CEO’s equity grant, and the portion of that grant that was not performance-based.As we value the feedback provided by our investors, the Board took action to specifically address their concerns while still maintaining a compensation program focused on retaining and motivating our executives.The Compensation and Human Capital Committee believes that the 2019 compensation changes described in the table below reflect our Board’s ongoing commitment to shareholder engagement and responsiveness.

What We Heard		How We Responded
The magnitude of the CEO’s grant does not align with peers, particularly in an environment of subpar performance.		We reduced the value of the CEO’s 2019 equity grant by 21% as compared to the value of his 2018 equity grant.
A higher allocation of the CEO’s equity grant should be tied to performance-based vesting.		We increased the allocation of the 2019 award tied to performance by 31%, as now a majority (60%) of the awarded grant date fair value is tied to performance (up from 46%in 2018)
A lower allocation of the CEO’s equity grant should be tied to time-based vesting.		We decreased the allocation of the 2019 award tied solely to service by approximately 26%, as now a minority (40%) of the awarded grant date fair value is tied solely to service (down from 54% in 2018).

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The illustration below outlines the magnitude of the changes in the grant date fair value of CEO equity awards from 2018 to Shareholder Say-on-Pay Votes

Our shareholders have historically supported2019. In addition, given the Company’s executiveoperating results and share price performance achieved in 2019, the Compensation and Human Capital Committee determined that the CEO’s equity compensation program. We believe this support is basedshould not be increased in 2020 and kept the CEO’s equity compensation, in terms of both grant date value and mix of performance-based versus time-based, the same as 2019.

CEO 2018 Equity Awards		Total LTI Award: $4,598,606	=	Performance-Based (46%) $2,111,479	+	Time-Based (54%) $2,487,127
		21% Decrease ($)		4% Increase ($)		41% Decrease ($)
CEO 2019 Equity Awards		Total LTI Award: $3,654,909	=	Performance-Based (60%) $2,192,945	+	Time-Based (40%) $1,461,964
No increase or change in allocation from 2019-2020		=		=		=
CEO 2020 Equity Awards		Total LTI Award: $3,654,919	=	Performance-Based (60%) $2,192,949	+	Time-Based (40%) $1,461,970

Based on the fact that the Company’s long-term returns are among the highest in the REIT industry. Our shareholders supportedresults of our executive compensation program again in 2015, when the Company received advisory approval of its named executive officer compensation, but not by a margin that the Company deemed satisfactory - 66.2%.

In order to better understand how to increase shareholder satisfaction withvotes on the Company’s NEO compensation and discussions held over the Company has engaged in ongoing shareholder outreach. In 2015,past several years, we reached out tohave made a number of our shareholders, who collectively owned approximately 69% of our outstanding Common Shares. We arranged a total of nine meetings with institutional investors, representing many of the largest shareholders who responded to our outreach efforts and expressed interest in meeting with us. These investors collectively owned approximately 35% of our outstanding Common Shares.

In our outreach efforts, we heard shareholders express the following key themes:

●	Our Cash Bonus Plan was based on 10 factors, which were too many;
●	TSR should not be a performance metric for purposes of the cash bonus plan;
●	The allocation of equity awards should be more heavily weighted towards performance-based equity awards and less to time-based equity awards; and
●	Performance-based equity awards should be more heavily weighted towards relative performance hurdles and less towards absolute performance hurdles.

As a result of shareholder feedback and additional work with our independent compensation consultants, our Compensation Committee made the followingpositive changes to our executive compensation program:program as summarized below:

●2020

Simplified

●No increase in compensation for NEOs compared to 2019 ●Increased minimum share ownership guidelines for independent directors ●Modified our peer group to better align the Cash Bonus Plan for 2016, using four key performance factors, rather than 10; Company with peers of similar size

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●	Removed TSR as a performance metric for purposesReduced the grant date fair value of the cash bonus plan during 2015;
CEO’s equity compensation by approximately 21% ●	ReducedFurther increased the numberallocation of time-based equity awards relative to performance-based equity awards grantedfor all NEOs to 60% ●Reduced our CEO’s time-based restricted common share awards by approximately $1 million in 2016 for 2015 performance; and
●	Changed our 2016 OPP to reflect a 50/50 split between absolute and relative TSR hurdles.

Additional Compensation Actions

In addition to the changes that we made based on shareholder feedback, the Company also did the following:

●	Adopted a robust anti-pledging policy that generally prohibits executive officers, directors, and employees from pledging Company securities as collateral for margin loansgrant date fair value or other transactions;
41% ●	Based approximately 83% of the CEO’stotal compensation on variable, or at risk, Company performance metrics; and
●	Continued to impose a mandatory three-year holding period after vesting for equity grants made to the CEO, consistent with all awards subsequent to 2013
2018		●Further modified our annual OPP to a 67/33 split between relative and absolute TSR hurdles to further emphasize relative performance versus absolute performance ●The Relative TSR component of the 2018 OPP was shifted from the use of a broader REIT index (SNL U.S. Equity Index) to that of an industry-specific index (FTSE NAREIT Retail Index), which is expected to more closely correlate with the performance of the retail REIT industry
2017		●Further condensed the number of metrics used in our annual cash incentive plan to 3 key financial performance objectives ●Based approximately 87% of the CEO’s February 2015total compensation on Company performance
2016		●Decreased the number of metrics used in the annual cash incentive plan from 8 financial performance objectives to 4 key financial performance objectives ●Modified our annual OPP to a 50/50 split between absolute and relative TSR hurdles to be more heavily weighted towards relative performance hurdles ●Modified CEO employment agreement to require a double-trigger for accelerated vesting of time-based restricted shares in connection with a change in control ●Unlike the special grants awarded in connection with the CEO’s 2012 employment contract amendment, we did not provide additional special awards in connection with the 2016 restrictedemployment agreement
2015		●Adopted a robust anti-pledging policy ●Increased the allocation of performance-based equity grants. awards versus time-based awards

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EXECUTIVE COMPENSATION

BusinessCEO Compensation Highlights

2020 and 2019 base salary held flat with 2018 at $850,000			We continue to have an additional three-year mandatory holding period post-vesting on equity awards
2019 cash bonus payout increased 58% from 2018			Decrease in grant date fair value of equity awards from 2018 to 2019. 2020 kept flat with 2019.
0% of OPP awards were earned for the most recently completed performance cycle (2016-2019); the outstanding OPPs are also tracking at 0% payouts based on performance, which aligns a substantial portion of our CEO’s pay to investor returns

We believeSUMMARY OF CEO DIRECT COMPENSATION

The following table highlights the components of compensation that the Compensation and Human Capital Committee deemed most important in considering year-over-year changes to compensation for our CEO. Thus, for direct comparison purposes, total direct compensation excludes dividends on unvested restricted Common Shares and “other” compensation (see "2019 Summary Compensation Table" on page 41 for items included in "other" compensation).

		Year		Salary ($)		Cash Bonus ($)		Time-Based LTI Awards ($)		Performance-Based LTI Awards ($)		Total Direct Compensation ($) (1)
Steven B. Tanger, CEO		2019		$850,000		$1,506,462		$1,461,964		$2,192,945		$6,011,371
		2018		850,000		952,000		2,487,127		2,111,479		6,400,606
		% Change		—%		58.2%		(41.2)%		3.9%		(6.1)%

(1)	For direct comparison purposes, excludes dividends paid on unvested Common Shares and “other” amounts.

PAY-FOR-PERFORMANCE ALIGNMENT (CEO FOCUS)

The Compensation and Human Capital Committee believes that an executive compensation program that strongly links both the short-term and long-term performance of the Company whichand the compensation of our executive officers is focuseda key driver of our long-term financial success. We have designed an effective pay-for-performance program whereby a significant portion of our executive officer’s compensation is tied to performance-based cash and equity awards. Thus, in periods where we have superior performance in our operating results and TSR, our executive officers will realize higher levels of compensation. Likewise, in periods of poor performance, our executives will realize significantly lower levels of compensation.

Due to total shareholder returns that have lagged our peers and in some cases have been negative on long-term shareholderan absolute basis, our CEO’s total realized compensation over the last several years has been significantly less than the reported grant date fair value creation, achieved some of the best operational resultsawards for those respective years.

REALIZED PAY

Annual compensation data shown in its historythe Summary Compensation Table on page 41 is presented in 2015. Our reputation within the industry of having a quality portfolio of outlet centers and a refined skill set for developing, leasing, operating and marketing them, continues to drive tenant demand for space in Tanger Outlet Centers.

This demand afforded us the opportunity to open four new Tanger Outlet Centers in 2015, which expanded our total footprint by nearly 1.4 million square feet, or over 10%. We currently have two development projects under construction scheduled to open in 2016 that will addan additional 707,000 square feet to our portfolio. We believe our strong tenant relationships, our expertise in site selection, permitting and the entitlement process, our operational and customer service excellence, and a strong balance sheet have provided a true competitive advantage.

Regarding our 2015 earnings, AFFO per share, which is FFO adjusted to eliminate certain items that we believe are not indicative of our on-going operating performance, increased 13% for the year to $2.22 per share, compared to $1.97 per share the prior year. This year over year increase was primarily driven by our ability to increase rental rates on renewals and released space within our core portfolio, and by growing our portfolio of properties through new developments and expansions during 2015 and 2014. AFFO is a non-GAAP financial measure that we believe to be an important supplemental indicator of our operating performance. For a discussion of FFO and AFFO, including a reconciliation to GAAP, please see our Annual Report on Form 10-K for the year ended December 31, 2015 filedaccordance with the Securities and Exchange CommissionCommission’s (“SEC”) requirements. This mandated format is based on February 23, 2016, beginning on page 60.

Our growth allowed usaccounting rules that reflect the grant date fair value of the award at the time of grant, which can differ significantly from the value that is ultimately earned from these awards. Therefore, the Committee believes that utilizing realized compensation in its evaluation of CEO pay is an appropriate additional consideration to raise our quarterly dividend by 19% in April 2015. This markedaccurately measure the 22nd consecutive annual dividend increase since we become a public company.

While our Company generated a -8.15% total shareholder return in 2015, we believe that the true value creation produced from an investment in real estate should be assessed over a long-term horizon. For the five-year, seven-year, 10-year and 20-year periods ended December 31, 2015, our total shareholder return was 48%, 118%, 220% and 1,612%, respectively. Tanger also ranked third among all public mall REITs in total shareholder return for both the 10-year and 20-year periods.

Despite these achievements, the total direct compensation for thealignment of CEO in 2015 decreased by 9.7% from 2014. See “Total Shareholder Return” on page 24 for further discussion of performance accomplishments used to set 2015 compensation.

Compensation Highlights

For 2015, our compensation program for NEOs includes the following key elements:pay-for-performance.

Pay Element

Compensation TypeWWW.TANGEROUTLETS.COM

Objective and Key Features19

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Summary Compensation Table		Realized Compensation
Concept:		Concept:
Uses SEC methodology, which utilizes a mix of both compensation actually earned during the year (base salary and annual bonus) and some future contingent pay opportunities (equity awards)		Includes only pay actually earned during the year
Purpose:		Purpose:
SEC-mandated compensation disclosure		Used to show the strength of the correlation between Tanger’s performance and the actual cash and equity payouts earned by our CEO during the year
How it is Calculated:		How it is Calculated:
Base Salarysalarypaid during the year		Base salarypaid during the year
+		+
Annual bonusearned for the applicable (current) year’s performance		Annual bonusearned for the applicable (current) year’s performance
+		+
Accounting grant date fair value ofequity awardsgranted during the most recently completed fiscal year (i.e., prior year)		Fixed Value ofCashOutperformance Plan equity awardsearned during the most recently completed 3-year performance period and the year-end value of theAnnual Long-Term Equity Incentivesthat vested during the current fiscal year	Objective Salaries are set at a level that reflects job responsibilities and to provide competitive fixed pay to balance performance-based risks. Key Features ●NEO base salaries were increased in 2015 by 3% over 2014 amounts, which we believe is generally consistent with increases at similar performing REITs. ●2016 base salaries remain unchanged from 2015 amounts for the CEO and EVPs. 2016 base salary for Ms. Morrison was increased by 3% over her 2015 amount.

20   +		Notice of Annual Meeting of Shareholders and Proxy Statement+
All other compensation		All other compensation

CEO Total Compensation - Summary Compensation Table vs. Realized Compensation
(in $ thousands)

Our CEO participates in multi-year award programs that are based exclusively on the Company’s three-year absolute and relative TSR to directly align our CEO’s compensation to that of shareholder returns. As of December 31, 2019, the OPP award granted in 2016 concluded with the performance periods ongoing for the OPP awards granted in 2017 through 2019.

The chart below illustrates what our CEO has realized from the completed program and what the outstanding programs would have paid out had they been concluded as of year-end 2019. Of the total potential OPP award value over the four programs, in aggregate, our CEO has earned, and is tracking to earn for those OPPs outstanding, approximately zero value.

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EXECUTIVE COMPENSATION

Pay ElementEXECUTIVE COMPENSATION

CEO OPP Award Values: 2016 OPP Realized Value & 2017, 2018, 2019 OPP Tracking Value

TSR-Based OPP Award Status

The chart below depicts each OPP on a program-by-program basis and the amounts realized or projected to be earned based on the Company’s TSR performance as of December 31, 2019. All three of the current OPPs resulted in zero value to the executives. The 2017, 2018 and 2019 OPPs are currently projected to deliver no value.

LTIP Performance Period and Metrics	Weight	2017	2018	2019	2020	2021	2022	% Payout
2017 OPP		96% Completed
Absolute TSR	50%	Tracking Below Threshold and 100% projected to be Forfeited						0.0%
Relative TSR vs. SNL U.S. Equity REIT Index	50%	Tracking Below Threshold and 100% projected to be Forfeited						0.0%
Maximum Potential Value of Award	$0			$5,345,802
Total								0.0%
2018 OPP			62% Completed
Absolute TSR	33%		Tracking Below Threshold and 100% projected to be Forfeited					0.0%
Relative TSR vs. FTSE NAREIT Retail Index	67%		Tracking Below Threshold and 100% projected to be Forfeited					0.0%
Maximum Potential Value of Award		$0			$4,068,027
Total								0.0%
2019 OPP				29% Completed
Absolute TSR	33%			Tracking Below Threshold and 100% projected to be Forfeited				0.0%
Relative TSR vs. FTSE NAREIT Retail Index	67%			Tracking Below Threshold and 100% projected to be Forfeited				0.0%
Maximum Potential Value of Award			$0			$4,258,920
Total								0.0%

Compensation TypeWWW.TANGEROUTLETS.COM	Objective and Key Features21
Annual Cash Incentives		Variable Incentive Cash	Objective Annual cash incentives are designed to incentivize management to achieve the Company’s strategic financial goals for the year utilizing a formulaic calculation. Key Features ●Payout on 80% of plan determined by the achievement of financial performance hurdles established early in the fiscal year, with the remaining 20% determined based on the Compensation Committee’s review of individual/subjective performance criteria also established early in the fiscal year. ●The performance criteria are designed to motivate the achievement of short-term goals that we believe will ultimately translate into an increase in the equity value of the Company and, at the time set, the Compensation Committee believed the targets would be challenging and difficult, but achievable with significant effort and skill in light of the condition of the overall economy at that time. ●The 2015 maximum bonus potential as a percentage of Base Salary for each executive remained the same as 2014. In addition, the 2016 maximum bonus potential as a percentage of Base Salary remained the same as 2015.
Restricted Common Share Awards		Variable Incentive Equity	Objective Grants structured to reward for prior year performance and support the retention of senior management, while subjecting recipients to the same market fluctuations as shareholders and thereby motivating management to create long-term shareholder value. Key Features ●The grant size is determined based on a detailed review of TSR performance, execution of the Company’s long-term strategic plan and the historical number of restricted Common Shares granted to each NEO. ●In 2015, the Compensation Committee approved the grant of time-based restricted Common Shares to our NEOs for fiscal 2014 performance. For the CEO, these shares represented approximately 53% of his equity awards. ●In 2016, the Compensation Committee approved a reduction in the number of time-based restricted Common Shares granted to our CEO and EVPs for 2015 performance, compared to the number granted in 2015 for 2014 performance. ●The Committee approved the same number of time-based restricted Common Shares for the SVP - Leasing for 2015 and 2014 performance. ●Time-based restricted Common Shares granted to the CEO and EVPs in 2016 vest ratably over a four-year period, compared to a five-year period for grants in 2015, subject to continued employment. All time-based restricted Common Shares vest ratably over a five-year period for Ms. Morrison, subject to continued employment. ●Restricted Common Shares granted to the CEO include a mandatory holding period under which the CEO cannot sell his vested Common Shares for an additional three years following the applicable vesting date.

www.tangeroutlets.com

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EXECUTIVE COMPENSATION

Pay ElementEXECUTIVE COMPENSATION

SIGNIFICANT AT-RISK COMPENSATION

A substantial portion of our CEO and NEOs’ pay is tied to company performance and is at risk. Approximately 39% of our CEO’s performance year 2019 compensation was paid in cash, and approximately 86% was variable, subject to the Company’s performance. Across our remaining NEOs (excluding our former President, Mr. McDonough, who retired on December 31, 2019), the average 2019 performance year amount paid in cash was approximately 53% and approximately 77% was variable, subject to the Company’s performance.

2019 BUSINESS HIGHLIGHTS

As of December 31, 2019, our TSR over the past ten and twenty years was 13% and 718%, respectively, and approximately 1,030% since going public. During 2019, we faced similar industry headwinds that many of our peers experienced, particularly related to several retailer bankruptcies and brand-wide restructurings, that resulted in the Company recapturing approximately 198,000 square feet in its consolidated portfolio during the year. With strong leasing execution, we succeeded in accomplishing one of our key strategic goals of keeping our centers highly occupied with desirable tenants. This success, along with our enhanced marketing programs which focused on growing our loyalty program and highlighting the social element of shopping by conducting portfolio-wide experiential events throughout the year, we were able to achieve better than expected results for Same Center NOI, traffic and sales.

We are proud of these achievements as they point to our ability to strategically position the Company to withstand these current headwinds. Among other achievements in 2019, our executive officers and other dedicated employees led the Company to realize the following results:

Compensation Type22	Objective and Key FeaturesNOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
Outperformance Plan (OPP)		Variable Incentive At-Risk Equity	Objective The OPP is designed to enhance our pay-for-performance structure and shareholder alignment, while motivating and rewarding senior management for superior TSR performance based on rigorous absolute and relative hurdles. Key Features ●Only provides tangible value to our executives upon the creation of meaningful shareholder value above specified hurdles over a three-year measurement period. ●Awards granted in 2015 for fiscal 2014 performance were allocated 60/40 between absolute hurdles and relative hurdles under the 2015 Outperformance Plan. The absolute and relative hurdles (and the related allocation between these hurdles) were adjusted in the 2016 OPP (as noted below). ●Awards granted in 2016 for fiscal 2015 performance are allocated 50/50 between absolute hurdles and relative hurdles under the 2016 OPP. ●For the 2016 OPP, absolute hurdle requires a return equal to or above 18% over a three-year measurement period, with a 35% return necessary to earn the full value under the absolute component. ●For the 2016 OPP, relative hurdle requires equal to or above the 40th percentile of the constituents of the SNL US Equity REIT Index over a three-year measurement period, with performance equal to or above the 70th percentile to earn the full value under the relative component. ●Full payout is earned only if both the Absolute and Relative TSR hurdles are achieved, and then half of the award is subjected to an additional year of time-based vesting.
Compensation Governance		Risk Management	Objective Policies and plan features are designed to discourage behavior that could lead to excessive risk-taking. Key Features ●Limits on annual cash incentive compensation so that cash bonuses may not exceed set percentages of base salary (200% for the CEO). Minimum ownership guidelines for NEOs and directors, with a 10x base salary requirement for our CEO. ●Clawback policy applicable to our executive officers that allows for the recoupment of incentive awards under certain circumstances. ●Anti-hedging policy that prohibits any executive officer or director from trading in puts, calls, options or other derivative securities of the Company. ●Anti-pledging policy that restricts the pledging of securities of the Company. ●Mandatory holding period for our CEO for three years following the vesting date of restricted Common Shares granted since 2013.

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EXECUTIVE COMPENSATION

Net Income	Net income available to common shareholders was $0.93 per share, or $86.5 million, compared to $0.45 per share, or $42.4 million, for the prior year.
AFFO*	AFFO available to common shareholders was $2.31 per share for the year ended December 31, 2019, or $226.1 million, compared to $2.48 per share, or $243.3 million, for the prior year.
Same Center NOI*	Same Center NOI for the consolidated portfolio decreased 0.7% for the year ended December 31, 2019 due primarily to the impact of additional tenant bankruptcies, lease modifications and store closures.
Occupancy	97.0% occupied consolidated portfolio at year-end 2019 (compared to 96.8% on December 31, 2018), marking the 39th consecutive year with year-end occupancy of 95% or greater.
Quarterly Common Share Cash Dividends	Raised dividend in February 2019 by 1.4% on an annualized basis to $1.42 per share, marking our 26thconsecutive annual dividend increase. Since becoming a public company in May 1993, the Company has paid a cash dividend each quarter and has increased its dividend each year.
Average Tenant Sales	Average tenant sales productivity for the consolidated portfolio was $395 per square foot for the year ended December 31, 2019, compared to $385 per square foot in the comparable prior year period.
Same Center Tenant Sales	Same center tenant sales performance for the overall portfolio increased 1.5% for the year ended December 31, 2019 compared to the year ended December 31, 2018.
Asset Dispositions	Sold four non-core properties and used the net proceeds of $128.2 million to repay outstanding balances under our unsecured lines of credit.
Interest Coverage Ratio	Maintained strong interest coverage ratio of 4.3 and 4.5 times for 2019 and 2018, respectively.
Occupancy cost	Occupancy cost ratio for the trailing twelve months ended December 31, 2019 was 10.0%, lowest among the public mall REITs.

*

AFFO and Same Center NOI are financial measures that the Company’s management believes to be important supplemental indicators of our operating performance and which are used by securities analysts, investors and other interested parties in the evaluation of REITs, but are not measures computed in accordance with GAAP. For a discussion of AFFO and Same Center NOI including a reconciliation to GAAP, please see Appendix A.

As of December 31, 2019, we had reduced our total outstanding consolidated debt by approximately $143.1 million from the amount outstanding as of December 31, 2018. In addition, we had no amounts outstanding under our unsecured lines of credit, which provide for borrowings up to $600 million, and outstandingfloating rate debt totaled approximately $11.4 million, representingless than 1% of total consolidated debt. Approximately 94% of our consolidated square footage was unencumbered. As ofDecember 31, 2019,our outstanding debt had a weighted average interest rate of 3.5% and a weighted average term to maturity, including extension options, of approximately 5.5 years with no significant maturities until December 2023.

EXECUTIVE COMPENSATION

CEO Pay-for-Performance Alignment