Item 5.02 (e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.
Tanger Factory Outlet Centers, Inc.'s (the "Company") Amended and Restated Incentive Award Plan (referred to as the "Incentive Award Plan") was approved by the Option Committee of the Board of Directors on December 29, 2008 (as modified on March 19, 2009). On February 23, 2010, the Company's Board of Directors approved, subject to shareholder approval, an amendment to the Incentive Award Plan to increase the aggregate number of shares authorized for issuance under the plan from 6,000,000 shares to 7,700,000 shares and to increase the annual individual award limit from 120,000 shares to 360,000 shares for equity awards and from $1,000,000 to $2,000,000 for cash performance awards. A more extensive discussion of the amendment to the Incentive Award Plan is contained in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on March 31, 2010. As shown below in Item 5.07 of this Current Report on Form 8-K, shareholder approval was obtained.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 14, 2010 the Company held its Annual Meeting of Shareholders. The first matter on which the common shareholders voted was the election of seven directors to serve until the next Annual Meeting of Shareholders. The results of the voting are as shown below:
| | | | | | | | | | | | | | | | | | | | |
| Nominees | | | | | | Votes For | | | | | | Votes Withheld | | | | | | Broker Non-Votes | |
| Jack Africk | | | | | | 32,227,727 | | | | | | 507,308 | | | | | | 3,199,009 | |
| Steven B. Tanger | | | | | | 32,330,759 | | | | | | 404,276 | | | | | | 3,199,009 | |
| William G. Benton | | | | | | 32,246,252 | | | | | | 488,783 | | | | | | 3,199,009 | |
| Bridget Ryan Berman | | | | | | 32,623,872 | | | | | | 111,162 | | | | | | 3,199,009 | |
| Thomas E. Robinson | | | | | | 31,032,952 | | | | | | 1,702,083 | | | | | | 3,199,009 | |
| Allan L. Schuman | | | | | | 32,616,496 | | | | | | 118,538 | | | | | | 3,199,009 | |
| Stanley K. Tanger | | | | | | 32,260,762 | | | | | | 474,272 | | | | | | 3,199,009 | |
The second matter on which the common shareholders voted was the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2010. The results of the voting are as shown below:
| | | | | | | | | | | | | | |
| Votes For | | | | | | Votes Against | | | | | | Abstain | |
| 34,998,206 | | | | | | 913,844 | | | | | | 21,993 | |
The third matter on which the common shareholders voted was the amendment to the Amended and Restated Incentive Award Plan to increase the aggregate number of shares authorized for issuance under the plan from 6,000,000 shares to 7,700,000 shares and to increase the annual individual award limit from 120,000 shares to 360,000 shares for equity awards and from $1,000,000 to $2,000,000 for cash performance awards. The results of the voting are as shown below:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | | | | | Votes Against | | | | | | Abstain | | | | | | Broker Non-Votes | |
| 25,529,292 | | | | | | 7,184,566 | | | | | | 21,177 | | | | | | 3,199,009 | |