Edgar Filing: TANGER FACTORY OUTLET CENTERS INC

SKT Proxy 4.03.14

UNITED STATES

SECURITY AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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Exchange Act of 1934 (Amendment No. ______ )



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TANGER FACTORY OUTLET CENTERS, INC.

(Name of Registrant as Specified In Its Charter)

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TANGER FACTORY OUTLET CENTERS, INC.

3200 NORTHLINE AVENUE, SUITE 360

GREENSBORO, NORTH CAROLINA 27408

PHONE: 336-292-3010

E-MAIL: tangermail@tangeroutlets.com

NYSE: SKT

E-MAIL: tangermail@tangeroutlet.com

NYSE: SKT

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

to be held on May 16, 2014

Dear Shareholders:

On behalf of the Board of Directors, I cordially invite you to attend the 2014 Annual Meeting of Shareholders of Tanger Factory Outlet Centers, Inc. to be held on Friday, May 16, 2014 at 10 o'clock a.m. at the Corporate Office of Tanger Factory Outlet Centers, Inc., 3200 Northline Avenue, Suite 360, Greensboro, North Carolina 27408, (336) 292-3010 for the following purposes:


1.	To elect the seven directors named in the attached Proxy Statement for a term of office expiring at the 2015 annual meeting of shareholders;


2.	To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014;


3.	To approve, on a non-binding basis, named executive officer compensation;


4.	To approve the 2014 amended and restated Incentive Award Plan; and


5.	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 19, 2014 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. Please vote by internet or telephone as instructed in the Notice Regarding the Availability of Proxy Materials or (if you received printed proxy materials) 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.

Sincerely,

Chad D. Perry

Executive Vice President,

General Counsel and Secretary

April 4, 2014

[THIS PAGE INTENTIONALLY LEFT BLANK]

2014 PROXY STATEMENT SUMMARY

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

2013 Business Highlights

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 2013, the Compensation Committee took into account a number of operational and financial factors in setting compensation, including the following key achievements:


•	For the year ended 2013, our adjusted Funds from Operations ("FFO")^*increased 14.6% as compared to the prior year.


•	Our same-center net operating income ("NOI")^* within our consolidated portfolio grew 4.3% in 2013, marking the 36^thconsecutive quarter of growth in same-center NOI.


•	Our year end 2013 occupancy rate within our consolidated portfolio was 98.9%, marking the 33^rd consecutive year we have achieved a year end occupancy rate at or above 95%.


•	On April 4, 2013, we increased our cash dividend from $0.210 to $0.225 representing the 20^th consecutive year of increased cash dividends.


•	We increased our portfolio of properties that we own, or have ownership interests in, by 2.8% with the development of one new property in the United States and the acquisition of a controlling interest in a property previously held in one of our unconsolidated joint ventures.

•

We believe that the true value creation produced from an investment in real estate should be assessed over a long-term horizon. Accordingly, over the past ten years a $100 investment in the Company on January 1, 2004 would have increased to $465 on December 31, 2013 and would have outperformed an investment in the SNL US Equity REIT Index by 193%, the SNL US Retail REIT Index by 190% and the Russell 3000 by 217% over the same period.

2013 Executive Compensation Highlights

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

•

At our May 2013 annual meeting, the vast majority of our shareholders voted to approve our “2013 say-on-pay vote,” with over 88% of the votes cast in favor of the proposal. Following this strongly positive vote, we continue to proactively monitor and review our compensation program in an effort to maintain a compensation program that includes best practices and directly ties pay to performance.

•

In February 2013, we adopted new corporate governance-related compensation policies relating to the recoupment of incentive compensation in the event of a material accounting restatement (“clawback” policy) and the restriction of directors and executive officers from engaging in any transaction that might allow them to gain from declines in the Company’s securities (“anti-hedging” policy). Also, in 2013, the restricted Common Shares granted to certain named executive officers included a mandatory holding period under which the executives cannot sell their vested shares for an additional three years following the vesting date.


•	Our executive compensation package is heavily weighted towards performance-based compensation and represented 85% of our Chief Executive Officer's 2013 total compensation.


•	For 2013, the Chief Executive Officer's total direct compensation increased by 4.3% year-over-year.

* For a discussion of FFO and NOI, please see our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission on March 3, 2014 beginning on page 54.

TABLE OF CONTENTS



GENERAL INFORMATION	1
PROPOSAL 1 – ELECTION OF DIRECTORS	3
EXECUTIVE COMPENSATION	11
REPORT OF THE COMPENSATION COMMITTEE	29
2013 SUMMARY COMPENSATION TABLE	30
2013 GRANT OF PLAN BASED AWARDS	32
OUTSTANDING EQUITY AWARDS AT YEAR END 2013	34
OPTION EXERCISES AND COMMON SHARES VESTED IN 2013	36
EQUITY COMPENSATION PLAN INFORMATION	36
EMPLOYMENT CONTRACTS	37
POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL	40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	44
CERTAIN RELATIONSHIPS AND RELATED PARTY INFORMATION	46
PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	47
REPORT OF THE AUDIT COMMITTEE	48
PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION	50
PROPOSAL 4 - 2014 AMENDED AND RESTATED INCENTIVE AWARD PLAN	51
OTHER MATTERS	61
APPENDIX A	A-1

TANGER FACTORY OUTLET CENTERS, INC.

3200 NORTHLINE AVENUE, SUITE 360

GREENSBORO, NORTH CAROLINA 27408

PHONE: 336-292-3010

E-MAIL: tangermail@tangeroutlets.com

NYSE: SKT

E-MAIL: tangermail@tangeroutlet.com

NYSE: SKT

____________

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

to be held on May 16, 2014

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 16, 2014.

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 term “meeting” refers to the Annual Meeting of Shareholders of the Company to be held on May 16, 2014, and the term “Operating Partnership” refers to Tanger Properties Limited Partnership. We are a self-administered and self-managed 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”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the context requires.

Pursuant to rules of the United States Securities and Exchange Commission (referred to as the “SEC”), we are providing our shareholders with access to our Notice of Annual Meeting of Shareholders, Proxy Statement and proxy card (referred to as the “proxy materials”) and Annual Report for the year ended December 31, 2013 (referred to as the “Annual Report”) over the internet. Because you received by mail a Notice Regarding the Availability of Proxy Materials, including a 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 permanent election to receive these materials in printed form. Instead, all shareholders 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 shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.

We anticipate that our Proxy Statement and proxy card will be available to shareholders on or about April 4, 2014.

Date, Time and Place

We will hold the meeting on Friday, May 16, 2014 at 10 o'clock a.m. at the Corporate Office of Tanger Factory Outlet Centers, Inc., 3200 Northline Avenue, Suite 360, Greensboro, North Carolina 27408, (336) 292-3010, subject to any continuation(s), postponement(s) or adjournment(s).

Who Can Vote; Votes per share

All holders of record of our common shares, par value $.01 per share (referred to as the “Common Shares”) as of the close of business on the record date, March 19, 2014, are entitled to attend and vote on all proposals at the meeting. Each Common Share entitles the holder thereof to one vote. At the close of business on March 19, 2014, Common Shares totaling 94,845,714 were issued and outstanding. In addition, at the close of business on March 19, 2014, units of partnership interest in the Operating Partnership which may be exchanged for Common Shares of the Company totaled 5,123,512 units. Units of partnership interest are not entitled to vote at this meeting.

How to Vote

Shareholder 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 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. When you vote by proxy, you authorize our officers listed on the proxy card to vote your shares on your behalf as you direct.

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 PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014;


•	FOR the approval, on a non-binding basis, of the compensation of our named executive officers; and


•	FOR the approval of the 2014 amended and restated Incentive Award Plan.

Beneficial 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 shareholder of record. 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 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 refer to the voting instructions provided by your account manager. Your broker, bank or nominee must vote your shares as you direct. If your shares are held by your broker and you do not give your broker voting instructions, your shares will not be voted with respect to the election of our directors, the approval, on a non-binding basis, of the compensation of our named executive officers and the approval of the 2014 amended and restated Incentive Award Plan. Therefore, to be sure your shares are voted on these matters, please instruct your broker, bank or other nominee as to how you wish it 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 when you have not provided instructions on that matter.

Quorum and Voting Requirements

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, Directors 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 addition, Proposals #2, #3 and #4 will be approved if the votes cast for the proposal exceed the votes cast against the proposal. Abstentions, broker non-votes and shares which are present at the meeting for any other purpose but which are not voted on a particular proposal will not affect the outcome of the vote on the election of directors or Proposals #2, #3 and #4. Any other proposal to 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

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.

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 or other nominee who holds your shares.

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. to assist us in the solicitation of proxies for a fee of $6,500 plus out of pocket expenses. Our directors, 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.

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. Mr. Jack Africk, who has served on our Board since our initial public offering in 1993 and served as our Interim Non-Executive Chairman or Non-Executive Chairman of the Board from September 1, 2009 through December 31, 2012, is not standing for re-election at the meeting and will become Director Emeritus for the remainder of 2014 (please see "Director Compensation" below for more information). The Board has nominated seven director candidates for election to the Board at the meeting. Each of the seven nominees for director designated below is presently a director of the Company. It is expected that each of these nominees will be able to serve, but if any such nominee is unable to serve for any reason, the proxies reserve discretion to vote or refrain from voting for a substitute nominee or nominees, unless the number of directors constituting the full Board is reduced. The terms of all of our directors expire at the next annual meeting of shareholders or until 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.

Board Diversity and Nominee Qualifications

The Board prefers a mix of backgrounds and experience among its members. We do not follow any ratio or formula to determine the appropriate mix. Rather, the Nominating and Corporate Governance Committee uses its judgment to identify nominees whose viewpoints, backgrounds, experience and other demographics, taken as a whole, contribute to the high standards of Board service at the Company.

The biographical description below for each nominee includes the specific experience, qualifications, attributes and skills that led to the conclusion by the Board of Directors 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 and managing the financial performance, personnel and processes of large, public companies. Each has had exposure to effective leaders and has developed the ability to judge leadership qualities. Each of them has experience in serving as an executive officer or on the board of directors of at least one other major corporation, both of which provides additional relevant experience on which each nominee can draw.

Information Regarding Nominees (as of March 1, 2014)



Name	Age	Present Principal Occupation or Employment and Five-Year Employment History
William G. Benton	68	Non-Executive Chairman of the Board since January 1, 2013 and Director of the Company since June 4, 1993. Chairman of the Board and Chief Executive Officer of Salem Senior Housing, Inc., a senior living facility operator, since May 2002. Chairman of the Board and Chief Executive Officer of Diversified Senior Services Inc. from May 1996 to May 2002. Chairman of the Board and Chief Executive Officer of Benton Investment Company since 1982. Chairman of the Board and Chief Executive Officer of Health Equity Properties, Inc. from 1987 to September 1994. Mr. Benton has over 20 years of experience on our Board and has an extensive knowledge of our Company. As Chairman and Chief Executive Officer of multiple public real estate companies, Mr. Benton has gained first-hand experience in managing large real estate organizations with ultimate management responsibility for the corporation’s financial performance and deployment of its capital.
Bridget Ryan Berman	53	Director of the Company since January 1, 2009. Chief Executive Officer of Victoria's Secret Direct, LLC, the online and catalogue division of Victoria's Secret, a specialty retailer of women's intimates, beauty, apparel and accessories, since November 2011. From 2007 to 2011, Ms. Berman was an independent consultant advising clients in the retail, wholesale and financial investment sectors providing strategic planning, business development and executive coaching services. Chief Executive Officer of Giorgio Armani Corp., the wholly owned U.S. subsidiary of Giorgio Armani S.p.A., a provider of fashion and luxury goods products, from 2006 to 2007. Vice President/Chief Operating Officer of Apple Computer Retail from 2004 to 2005. Ms. Berman also held various executive positions with Polo Ralph Lauren Corporation, including Group President of Polo Ralph Lauren Global Retail, from 1992 to 2004 and various capacities at May Department Stores, Federated Department Stores, and Allied Stores Corp. from 1982 to 1992. In addition, Ms. Berman was a member of the board of directors, and served on the audit committee for J. Crew Group, Inc. from 2005 to 2006. Ms. Berman has over 31 years of experience in the retail business and as a senior level executive has helped oversee the strategies and operations of some of the leading fashion and luxury goods groups in the world. Ms. Berman’s extensive experience in apparel and retailing enables her to provide invaluable insight into the environment in which the Company operates.
Donald G. Drapkin	66	Director of the Company since March 3, 2011. Founder and Chairman of Casablanca Capital, LLC since 2010. Vice Chairman of Lazard International, a global advisory investment bank, and Chairman of Lazard's Investment Committee from 2007 to 2010. Vice Chairman of MacAndrews & Forbes Holdings, Inc., a holding company with interests in a diversified portfolio of public and private companies, and various of its affiliates from 1987 to 2007. Previously a partner in the law firm of Skadden, Arps, Slate, Meagher & Flom, LLP. Mr. Drapkin is also a member of the American Bar Association and the New York City Bar Association. Mr. Drapkin has demonstrated knowledge of highly sophisticated securities transactions, which he garnered over his 30 plus years of collective executive, management and legal expertise and which the Board expects will be valuable to the Company when it considers financing options and the deployment of its capital.
Thomas J. Reddin	53	Director of the Company since July 26, 2010. Managing Partner and Owner of Red Dog Ventures since 2009, a venture capital and management consulting firm. Chief Executive Officer of Richard Petty Motorsports from 2008 to 2009. Chief Executive Officer (from 2005 to 2007) and President and Chief Operating Officer (from 2000 to 2005) of Lending Tree.com. Mr. Reddin also held various senior leadership positions at Coca-Cola Company from 1995 to 1999, including Vice President, Consumer Marketing of Coca-Cola USA, and at Kraft Foods, Inc. from 1982 to 1995. Mr. Reddin has served on the Board of Directors of Premier Farnell plc since September 2010, Deluxe Corporation since February 2014, and previously served on the Board of Directors of Valassis Communications Inc. from July 2010 to February 2014 and R.H. Donnelley from July 2007 to January 2010. Mr. Reddin has over 30 years of experience in consumer marketing and e-commerce, including executive and management experience. His experience in growing and building businesses and developing and marketing brand name consumer products enables to him to provide invaluable insights into helping the Company elevate its brand.



Name	Age	Present Principal Occupation or Employment and Five-Year Employment History
Thomas E. Robinson	66	Director of the Company since January 21, 1994. Senior Advisor of Stifel, Nicolaus & Company (formerly Legg Mason Wood Walker, Inc.), a financial services firm, since March 2009. Managing Director of Stifel, Nicolaus and Company from June 1997 to March 2009. Director (May 1994 to June 1997), President (August 1994 to June 1997) and Chief Financial Officer (July 1996 to June 1997) of Storage USA, Inc. Mr. Robinson has also been a director/trustee of FIrst Potomac Realty Trust since July, 2013, a director of BRE Properties, Inc. since 2007 and was a trustee of CenterPoint Properties Trust from December 1993 until the trust was acquired in March 2006. He is a former member of the board of governors of the National Association of Real Estate Investment Trusts (or “NAREIT”). In November 2009, NAREIT selected him to receive its Industry Achievement Award for his wisdom, expertise and service to the REIT industry. Mr. Robinson has 20 years of experience on our Board and extensive knowledge of our Company. As an investment banker and investment advisor, Mr. Robinson possesses significant expertise in the operation of capital markets and the evaluation of investment opportunities. His service on audit committees of two other public real estate companies and as a President and Chief Financial Officer of a public real estate company give him extensive audit knowledge and experience in audit- and financial control-related matters.
Allan L. Schuman	79	Director of the Company since August 23, 2004. Chairman of the Board of Ecolab, Inc., a provider of cleaning, food, safety and health protections products, from January 2000 to May 2006. President and Chief Executive Officer of Ecolab from March 1995 to July 2004 and President and Chief Operating Officer from August 1992 to March 1995. Chairman of the Board, since 2008, and Director, since 2001, of The Schwan Food Company. As Chairman and Chief Executive Officer of Ecolab, Mr. Schuman has first-hand experience in managing a large, multinational corporation focused on worldwide consumer markets, with ultimate management responsibility for the corporation’s financial performance and the deployment of its capital.
Steven B. Tanger	65	Director of the Company since May 13, 1993. President and Chief Executive Officer since January 1, 2009. President and Chief Operating Officer from January 1995 to December 2008; Executive Vice President from 1986 to December 1994. Mr. Tanger has served on the Board of Directors of The Fresh Market, Inc. since June 2012. Mr. Tanger joined the Company’s predecessor in 1986 and is the son of the Company's founder, Stanley K. Tanger. Together with his father, Mr. Tanger has helped develop the Company into a portfolio of 37 consolidated and 7 partially owned outlet centers comprising over 13.3 million square feet. Mr. Tanger provides an insider’s perspective in Board discussions about the business and strategic direction of the Company and has experience in all aspects of the Company’s business.

Vote Required. The nominees will be elected if votes cast for each nominee's election exceed the votes cast against each 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. Each nominee who was approved by the Nominating and Corporate Governance Committee for inclusion on the proxy card is standing for re-election.

THE BOARD RECOMMENDS THAT YOU VOTE FOR ALL OF THE NOMINEES SET FORTH ABOVE

Director Independence

Our Corporate Governance Guidelines and the listing standards of the NYSE require that a majority of our directors be “independent” and every member of the Board’s Audit Committee, Compensation 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. Our Board has affirmatively determined that the following nominees to our Board are “independent”, as that term is defined under the listing standards of the NYSE: William G. Benton, Bridget Ryan Berman, Donald G. Drapkin, Thomas J. Reddin, Thomas E. Robinson and Allan L. Schuman. We presently have eight directors, including these six independent directors and Mr. Africk, an independent director who will not be standing for re-election at the meeting. In determining the independence of our directors, our Board of Directors considered that Mr. Reddin was a director of Valassis Communications, Inc., which is a long-standing vendor of ours, from July 2010 to February 2014. Our Board

considered the dollar value of our transactions with Valassis Communications, Inc. and the nature of the relationship and determined that the relationship did not impair Mr. Reddin's independence.

Board 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 Chief Executive Officer (referred to as the "CEO") and Non-Executive Chairman of the Board. Our current leadership structure permits the CEO to focus his attention on managing our Company and permits the Non-Executive Chairman to manage the Board. Accordingly, we believe our current leadership structure, with Mr. Steven B. Tanger serving as CEO and Mr. William G. Benton serving as Non-Executive Chairman 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 assists the Board in fulfilling this responsibility. The Audit Committee receives reports from management at least quarterly regarding the Company’s assessment of risks. 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, management is responsible for day-to-day 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.

Attendance at Board Meetings

The Board held six regular meetings during 2013. Each of the incumbent directors in office during 2013 attended at least 75% of the meetings held during 2013. We do not have a formal policy of attendance for directors at our Annual Meeting of Shareholders. All persons serving as our directors at that time, except for Mr. Africk and Ms. Berman, attended the 2013 Annual Meeting of Shareholders.

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 Chairman of the Board presides at all executive sessions at which he is in attendance. In addition, non-management directors who are not independent under the rules of the NYSE may participate in these executive sessions but independent directors should meet in executive session at least once per year.

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 Committee, and the Nominating and Corporate Governance Committee. In accordance with NYSE listing standards, all of the committees are comprised solely of independent directors. Charters for each of the Audit, Compensation, and Nominating and Corporate Governance Committees are available on the Company’s website at www.tangeroutlets.com by first clicking on "INVESTOR RELATIONS", then "CORPORATE OVERVIEW" and then "GOVERNANCE DOCUMENTS".

In October 2013, the Compensation Committee assumed the separate responsibilities of the Share and Unit Option Committee, whose primary role was to administer the Company's Incentive Award Plan. We dissolved the Share and Unit Option Committee in October 2013.

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



Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Jack Africk	Jack Africk	William G. Benton
William G. Benton	William G. Benton	Bridget Ryan Berman
Donald G. Drapkin	Bridget Ryan Berman (Chair)	Thomas J. Reddin
Thomas J. Reddin (Chair)	Thomas J. Reddin	Thomas E. Robinson (Chair)
Thomas E. Robinson	Thomas E. Robinson
	Allan L. Schuman

Audit Committee. The Board has established an Audit Committee consisting of five of our independent directors, each of whom satisfies the additional independence requirements of Exchange Act Rule 10A-3. The purpose of the Audit Committee is (i) to assist 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 member of the committee is an “audit committee financial expert”, as that term is defined in Item 407(d) of Regulation S-K. During 2013, there were five meetings of the Audit Committee.

Compensation Committee. The Board has established a Compensation Committee consisting of six of our independent directors, each of whom meets the NYSE’s heightened standard for compensation committee membership. The Compensation Committee’s responsibilities include reviewing and approving the corporate goals and objectives relevant to the compensation 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 directed by 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. In addition, in connection with the dissolution of the Share and Unit Option Committee in October 2013, the Compensation Committee assumed its responsibilities which include administration of our Incentive Award Plan. This plan provides for the issuance of equity-based awards to the Company’s employees and directors. The Compensation Committee selects the employees to whom equity-based awards under the Incentive Award Plan will be granted and establishes the terms and conditions of the awards. In addition, to the extent the amended and restated Incentive Award Plan is approved by shareholders, the plan will provide for the issuance of equity-based awards to certain Company consultants and the Compensation Committee will select the consultants to whom equity-based awards under the amended and restated Incentive Award Plan will be granted and establishes the terms and conditions of the awards. During 2013, there were three meetings of the Compensation Committee and one meeting of the Share and Unit Option Committee.

Nominating and Corporate Governance Committee. The Board has established a Nominating and Corporate Governance Committee consisting of four of our independent directors. The Nominating and Corporate Governance Committee makes recommendations to the Board regarding changes in the size 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.

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 firm to identify names of potentially qualified candidates.

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 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; 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 and other demographics. 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—Shareholder Proposals and Nominations for the 2014 Annual Meeting of Shareholders—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 2013, there was one meeting of the Nominating and Corporate Governance Committee.

Communications with Directors

Any shareholder or interested party is welcome to communicate with our Non-Executive Chairman 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 directors as follows: Tanger Factory Outlet Centers, Inc., Attention Non-Executive Chairman, 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 2013 was set and approved by the Board based on the recommendations of, and a peer group analysis performed by, compensation consultants engaged by the Compensation Committee. During 2013, our non-employee directors were paid annual 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 chairs of the Nominating and Corporate Governance and Share and Unit Option Committees were each paid an annual fee of $15,000. If a new director is appointed to the Board, or if a presiding director is appointed chairman of a committee, during the calendar year, the retainer fees and committee fees are prorated based on the effective date of his or her appointment. The Board concluded that the annual compensation and committee chair fees payable to the non-employee directors for 2014 remain the same as 2013, except no chair fees will be paid with respect to the former Share and Unit Option Committee which was dissolved in October 2013.

Our CEO who is also a director will 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.

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 and conditions of the awards based on recommendations and advice from the Compensation Committee. The Board approved to each non-employee director an award of 5,000 restricted Common Shares during each of years 2014, 2013 and 2012.

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. Accordingly, effective July 29, 2008, the Board of Directors, on the recommendation of the Compensation Committee, established equity ownership guidelines for non-employee directors. Non-employee directors are required to hold 5,000 Common Shares within 3 years of July 29, 2008 or of their election to the Board. In addition, in 2012, the Company established the Director Deferred Share Program of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership (the “Director Deferred Share Program”) under which non-employee directors may elect to receive all or a portion of his or her 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 Shares within 60 days following the payment date elected by such director. Such payment date will be one of the following dates: (1) the date of termination of directorship, (2) a specified annual anniversary of the date of termination of directorship, (3) a specified date that is after December 31 of the applicable service year, or (4) the earlier of the date of death or disability. Any deferred shares shall be subject to the same vesting conditions applicable to restricted Common Shares that would have been granted absent a deferral election. In 2013, one non-employee director participated in the Director Deferred Share Program.

The following table shows the total compensation for our non-employee directors for the fiscal year ended December 31, 2013:



DIRECTOR COMPENSATION TABLE
Name	Year	Fees Earned or Paid In cash		Share Awards (1)		Option Awards (2)	All Other Compensation (3)		Total
Jack Africk	2013	$	50,000	$	180,250	---	$	7,799	$	238,049
William G. Benton	2013	100,000		180,250		---	7,799		288,049
Bridget Ryan Berman	2013	75,000		180,250		---	7,799		263,049
Donald G. Drapkin ⁽⁴⁾	2013	50,000		180,250		---	7,799		238,049
Thomas J. Reddin	2013	75,000		180,250		---	7,799		263,049
Thomas E. Robinson	2013	65,000		180,250		---	7,799		253,049
Allan L. Schuman	2013	65,000		180,250		---	7,799		253,049

(1)

The amounts in this column represent the grant date fair value of restricted Common Shares awards granted during 2013. Each director was granted 5,000 restricted Common Shares with a grant date fair value of $36.05 per share. A discussion of the assumptions used in calculating these values may be found in Note 16 to our 2013 audited consolidated financial statements on pages F-40 through F-43 of our 2013 Annual Report. The aggregate number of unvested restricted Common Shares held by directors, as of December 31, 2013, equaled 34,993 Common Shares and for each director, consisted of the following: 1,666 restricted Common Shares granted during 2012 with a grant date fair value of $29.50 per share and 3,333 restricted Common Shares granted during 2013 with a grant date fair value of $36.05 per share.


(2)	There were no option awards granted to non-employee directors during 2013. Mr. Schuman had 12,000 options outstanding as of December 31, 2013. None of the other directors held options as of such date.


(3)	Represents dividends paid on unvested restricted Common Shares.


(4)	Mr. Drapkin deferred all of his cash and equity compensation in 2013 pursuant to our Director Deferred Share Program. Mr. Drapkin received 6,704.45 deferred shares in connection with 2013 cash and equity compensation he elected to defer, including deferred shares earned from dividend reinvestment.

At our request, Mr. Africk has agreed to provide transition assistance to the Board and the CEO following the annual meeting. He will be named Director Emeritus for the remainder of the year. As Director Emeritus, he can attend meetings through the end of 2014 and will be available to consult with the board during the transition. He will continue to receive the annual director’s fee of $50,000 through the end of 2014, and the unvested restricted shares currently held by Mr. Africk will no longer be subject to forfeiture upon his termination of service.

Compensation Committee Interlocks and Insider Participation

The Compensation 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. Mr. Africk, Mr. Benton, Ms. Berman, Mr. Reddin, Mr. Robinson and Mr. Schuman currently serve on the Compensation Committee, with Ms. Berman serving as chairperson. No executive officer of the Company served as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of the Board or the Compensation Committee.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

The Compensation Committee is responsible for the Company’s executive compensation program as well as the program’s underlying philosophy and related policies. The “Executive Compensation” section of this Proxy Statement presents the detailed compensation arrangements for our named executive officers (“NEOs”) for fiscal year 2013, which were determined by the Compensation Committee.

In this Compensation Discussion and Analysis, we first provide an “Executive Summary” and then discuss the Compensation Committee’s process for deciding the compensation of our NEOs and the role of management in such decisions. Finally, we discuss and analyze the Compensation Committee’s specific decisions regarding fiscal year 2013 compensation for the NEOs and other related matters.

For the fiscal year ended December 31, 2013, our NEOs and their titles were as follows:


•	Steven B Tanger - President and Chief Executive Officer (“CEO”)


•	Frank C. Marchisello - Executive Vice President and Chief Financial Officer (“CFO”)


•	Thomas E. McDonough - Executive Vice President and Chief Operating Officer (“COO”)


•	Chad D. Perry - Executive Vice President and General Counsel (“GC”)


•	Lisa J. Morrison - Senior Vice President - Leasing

Executive Summary

The experience, quality and commitment of our NEOs are critical factors that drive the long-term value of our Company. Accordingly, one of the primary objectives of our executive compensation program is to ensure that the Company provides a competitive compensation program that allows us to attract, retain and appropriately motivate a top-performing executive management team and to align the interests of our executives with those of our shareholders. The Company has implemented a compensation program designed to link financial results to executive incentives and reward favorable shareholder returns.

The Company’s total return to shareholders (“TRS”) over the last ten and seven years was 365% and 108%, ranking us first, within our executive compensation peer group. Further, the Company outperformed an investment in the SNL US Equity REIT Index by 193%, the SNL US Retail REIT Index by 190% and the Russell 3000 by 217% over the ten year period. Our 2013 operational performance was also positive, including an increase in adjusted funds from operations of 14.6% and an increase in same-center net operating income of 4.3%. See “Total Return to Shareholders” and “Operational Performance” on pages 15 and 16 for further discussion of performance accomplishments used to set 2013 compensation.

Based on our performance in 2013 and our success over the long-term, the following actions were taken with respect to compensation for fiscal year 2013:

•

Base Salaries - The executive management team did not receive any base salary increases for 2013 over 2012 amounts, which we believed would be generally consistent with increases at similar performing REITs. After a review of our NEOs base salaries and total cash compensation as compared to our executive compensation peer group, it was concluded that no base salary increases for the CEO, CFO, COO and GC were necessary for 2014 and that Ms. Morrison's base salary should be increased 2%.

•

Annual Incentive Cash Bonus - The Company’s annual incentive cash bonus plan was relatively unchanged from the prior year and continues to be based on predetermined performance targets, which are reset annually by the Compensation Committee. At the time the targets were set for 2013, the Compensation Committee believed the targets would be challenging and difficult, but achievable with significant effort and skill in light of the current environment and condition of the overall economy at that time. The 2013 bonus potential for executives was the same as 2012.

•

Restricted Share Awards - The Compensation Committee approved an annual grant of time-based restricted share awards based on a review of the Company’s TRS performance, operational performance, market compensation levels and internal equity considerations. For fiscal year 2013 performance, the NEOs were granted the same number of shares as granted for 2012 performances. Also, the year-end restricted Common Shares granted for 2013

performance to the CEO include a mandatory holding period under which the executive cannot sell his vested shares for an additional three years following the vesting date.

CEO Pay-for-Performance Alignment

The Company’s commitment to pay-for-performance is illustrated in the total compensation paid to our CEO. The graph below illustrates total compensation paid to the CEO since 2009 and the TRS on a $100 investment in the Company made on January 1, 2009. As a result of the fact that 85% of our CEO’s compensation is performance-based and significantly tied to the Company’s share price performance, our compensation has aligned with our TRS performance over the long-term period.

The above graph is based on actual compensation paid for the fiscal year and more accurately reflects the annual decisions of the Compensation Committee with respect to our CEO’s compensation than the Summary Compensation Table presented on page 30 as a result of the fact that our annual long-term equity incentive awards for a particular year are generally granted in February of the following year. Due to the SEC rules governing the disclosure of amounts in the Summary Compensation Table, we are required to present these grants in the Summary Compensation Table as compensation for the year in which they were granted as opposed to the year for which they were earned.

Shareholder Say-on-Pay Votes

At our 2013 shareholders meeting, we provided our shareholders with the opportunity to cast an annual advisory vote on executive compensation. Over 88% of the votes cast on this “2013 say-on-pay vote” were voted in favor of the proposal. We have considered the 2013 say-on-pay vote and we believe that the strong support of our shareholders for the 2013 say-on-pay vote proposal indicates that our shareholders are generally supportive of our approach to executive compensation.

Compensation Review Process

Compensation Program Objectives and Rewards

The objectives of the Company’s compensation program are as follows:


•	Attract, retain and motivate qualified executive management who are enthusiastic about the Company’s mission and culture.


•	Create a fair, reasonable and balanced compensation program that rewards management’s performance and contribution to the Company while closely aligning the interests of management with those of shareholders.


•	Provide total compensation to executive officers that is competitive with total compensation paid by other REITs, and other private real estate firms similar to the Company.

What Our Compensation Program is Designed to Reward

The Company’s compensation program is designed to reward both teamwork and the individual officer’s contribution to the Company with respect to annual and longer-term goals. Annual cash performance-based incentives reward both Company financial performance and individual performance for the fiscal year. In measuring an individual officer’s and the overall team’s performance, the Compensation Committee considers numerous factors, including the Company’s growth in FFO from the prior year, its success in renewing a significant number of the leases expiring during the year, increases obtained in tenant base rents upon executing renewals or new leases, overall occupancy rate maintained at year end, tenant sales, increases in same center net operating income, the Company's debt leverage ratio, and the overall TRS. While the individual amounts of compensation incentives paid may vary among officers, the performance targets that are set are generally the same for all officers, thereby creating an environment where all officers work together to achieve a common goal. See “Annual Cash Incentives: Description and Analysis” on page 19 for further discussion of performance targets used to set 2013 compensation. Equity-based awards provide long-term incentives designed to reward price appreciation of our Common Shares over a multi-year period.

Additionally, we believe that the Company’s executive compensation program does not encourage excessive risk taking and believe that the following risk oversight and compensation design features assist in guarding against excessive risk taking:


•	Review and approval of corporate objectives by the Compensation Committee to ensure that these goals are aligned with the Company’s annual operating and strategic plans, achieve the proper risk/reward balance, and do not encourage excessive risk taking;


•	Base salaries consistent with each executive’s responsibilities so that they are not motivated to take excessive risks to achieve a reasonable level of financial security;


•	A significant portion of each executive’s compensation is tied to the future share performance of the Company;


•	Share compensation and vesting periods for share awards that encourage executives to focus on sustained share price appreciation; and


•	A mix between cash and equity compensation that is designed to encourage strategies and actions that are in the long-term best interests of the Company.

Role of the Compensation Committee

The purposes and responsibilities of the Compensation Committee of the Board include the following:


•	Review and approve corporate goals and objectives relevant to the compensation of the CEO, evaluate the CEO’s performance and determine and approve the CEO's compensation level based on this evaluation;


•	Make recommendations to the Board with respect to the compensation of non-employee directors and officers other than the CEO;


•	Periodically review the Company’s incentive-compensation and equity-based plans and approve any new or materially amended equity-based plans; and


•	Oversee, with management, regulatory compliance with respect to compensation matters, including the Company’s compensation policies with respect to Section 162(m) of the Internal Revenue Code of 1986 (referred to as the “Code”).

The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee. In particular, the Compensation Committee may delegate the approval of certain equity awards to a subcommittee consisting solely of members of the Compensation Committee who are (i) “Non-Employee Directors” for the

purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (referred to as the “Exchange Act”), and (ii) “outside directors” for the purposes of Section 162(m) of the Code.

Role of the Compensation Consultant and Use of Aggregate Peer Group Data

Since 2004, the Compensation Committee has engaged the services of an outside compensation consultant, FTI Consulting, Inc. (“FTI”), to assist it in determining the appropriate amounts, types and mix of compensation to executive officers in order to achieve the overall objectives as described above. The Compensation Committee, with the help of FTI, annually reviews the compensation practices of other REITs in order to evaluate market trends and compare our compensation programs with our competitors. Based in part on this data and analysis provided by FTI, the Compensation Committee develops a compensation plan that is intended to maintain the link between corporate performance and shareholder wealth creation while being generally competitive within our industry.

During each fiscal year, management prepares tally sheets that set forth the Company’s total compensation obligations to the CEO and the other officers. These tally sheets, which include the executive’s realized compensation from the prior year and targeted cash compensation for the coming year, are provided to FTI for the purpose of presenting the Compensation Committee with an analysis of the compensation of our executives compared to that of our peer companies. FTI analyzes compensation levels, as well as the mix of fixed versus variable, short-term versus long-term and cash versus equity-based compensation of officers with similar duties and responsibilities at the targeted peer group companies. The analysis focuses on two categories of compensation: (1) base salary and incentive cash bonus together as total cash compensation and (2) total overall compensation. Based on the Company’s and individual’s overall performance relative to the peer group and the unique circumstances associated with any individual officer, the Compensation Committee in consultation with the compensation consultant determines an appropriate level of annual compensation, although no particular peer group percentile is targeted for any of our NEOs.

Pursuant to a service agreement by and between the Company and FTI, dated November 1, 2013, FTI was required to provide its analysis through a written report to the Compensation Committee. In its report relating to 2013 compensation, FTI recommended, based on its review of the peer group analysis, current industry trends, existing employment agreements and other factors specifically related to the Company, the level of base and incentive cash bonus compensation to be set for each officer as well as the amount of equity awards to be granted to each officer (or, if applicable, concluded that the recommendations of the CEO with respect to such other officer’s compensation were reasonable and within peer group standards). The Compensation Committee considered the FTI recommendations and peer group analysis when determining base salaries and annual and long-term incentives.

In selecting the targeted peer group, the Company considers REITs based upon the following characteristics: (i) industry sector, (ii) market capitalization, (iii) peer group continuity from year to year and (iv) peer group utilized by the Company for Common Share performance measurement. In 2013, the compensation consultants recommended, and the Compensation Committee approved, that the peer group be comprised of those companies that were utilized for compensation purposes in 2012.

The peer group recommended by FTI and selected by the Compensation Committee for determining 2013 compensation was comprised of the following REITs:



Acadia Realty Trust	Kimco Realty Corporation
CBL & Associates Properties, Inc.	National Retail Properties, Inc.
DDR Corp.	Realty Income Corporation
Digital Realty Trust, Inc.	Regency Centers Corporation
Equity One, Inc.	Saul Centers, Inc.
Federal Realty Investment Trust	Taubman Centers, Inc.
Glimcher Realty Trust	The Macerich Company
Highwoods Properties, Inc.	Weingarten Realty Investors

Determination of Compensation Consultant’s Objectivity. The Compensation Committee recognizes that it is essential to receive objective advice from its outside compensation consultant. As a result, the Compensation Committee does not allow the Company to engage FTI in matters unrelated to executive compensation as long as FTI serves in the capacity as the Compensation Committee's independent compensation consultants.

Role of Management and the Chief Executive Officer in Setting Executive Compensation

On an annual basis, management considers market competitiveness, business results, experience and individual performance in evaluating executive compensation. Our CEO is actively engaged in setting compensation for other executives through a variety of means, including recommending for Compensation Committee approval the financial performance goals for his executive team. He works closely with the CFO in analyzing relevant market data to determine recommendations for base salary, annual bonus targets and equity compensation awards for our senior management. Targets are set in order to drive both annual performance and long-term value creation for shareholders. The CEO and CFO are subject to the same financial performance goals as the other officers, all of which are approved by the Compensation Committee. The Compensation Committee will consider, but is not bound by and does not always accept, the CEO and CFO’s recommendations with respect to executive compensation.

Fiscal Year 2013 Compensation

We believe that the below discussion more accurately reflects the annual decisions of the Compensation Committee with respect to our NEO’s compensation than the Summary Compensation Table presented on page 30 as a result of the fact that our annual long-term equity incentive awards for a particular year are generally granted in February of the following year. Due to the SEC rules governing the disclosure of amounts in the Summary Compensation Table, we are required to present these grants as compensation for the year in which they were granted as opposed to the year for which they were earned.

The Compensation Committee received information from FTI and management in determining the specific amounts of compensation to be provided to the executive officers for fiscal 2013 performance. Among the factors considered for our executives generally, and for the NEOs in particular, are market competitiveness, company performance results, internal equity, past practice, experience and individual performance. There is no particular weight given to each factor and may differ among individual NEOs and instead is reviewed on a holistic basis.

Business results from the most recently completed fiscal year factor heavily in setting executive compensation. These results are reviewed and discussed by the Compensation Committee and its compensation consultants. The financial results against the targets approved by the Compensation Committee under our incentive compensation plans generally determine payouts under those plans for the fiscal year just ended. In addition, these results typically form the basis for setting performance targets for the next fiscal year. Based on the financial results presented by management, the Compensation Committee reviews the individual performance of the NEOs (other than the CEO) as reported by the CEO and approves their compensation for the current fiscal year.

In evaluating the performance of the CEO and setting his compensation, the Compensation Committee takes into account corporate financial performance, as well as performance on a range of non-financial factors, including accomplishment of strategic goals, workforce development and succession planning, and the CEO's working relationship with the Board. Overall, the Compensation Committee and the Board believe that the Company, under the CEO's leadership in 2013, achieved superior financial results, as well as significant achievement on a broad range of non-financial goals.

Total Return to Shareholders

Over the period ending December 31, 2013, our shareholders were rewarded with outstanding long-term returns on their investment. The chart below compares our TRS, as of December 31, 2013, to the index of equity REITs prepared by SNL Financial, and the SNL Retail REIT index prepared by SNL Financial. The chart also shows where our total return performance ranked compared to our executive compensation peer group.



	1 Year		3 Year		5 Year		10 Year
Total return to shareholders:
Tanger Factory Outlet Centers, Inc.	(4	)%	36	%	100	%	365	%
SNL Equity REIT Index	4	%	35	%	124	%	140	%
Executive Compensation Peer Group Median	2	%	29	%	103	%	136	%
Rank among Executive Compensation Peer Group	25th Percentile		69th Percentile		50th Percentile		100th Percentile

We believe that the true value creation produced from an investment in real estate should be assessed over a long-term horizon. Accordingly, the graph below compares the cumulative total return on our Common Shares over the past ten years to the cumulative return of comparable indices assuming a $100 investment on December 31, 2003. A $100 investment in the Company would have increased to $465 on December 31, 2013 and would have outperformed an investment in each index over the same period by 193% more than the SNL Equity REIT Index, 190% than the SNL Retail REIT Index and 217% more than the Russell 3000.



December 31,	2003		2005		2007		2009		2011		2013
Tanger Factory Outlet Centers, Inc.	$	100.00	$	157.87	$	223.61	$	251.72	$	403.95	$	464.50
SNL US Equity REIT Index	$	100.00	$	148.17	$	168.75	$	137.99	$	192.64	$	240.25
SNL US Retail REIT Index	$	100.00	$	158.13	$	173.48	$	125.82	$	184.99	$	244.88
Russell 3000	$	100.00	$	118.80	$	144.54	$	116.29	$	137.38	$	213.59

Operational Performance

The Company also continued to experience superior operating results, including the following:

•

For 2013, our FFO, adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance, increased 14.6% as compared to the prior year. FFO is generally defined as net income (loss), computed in accordance with generally accepted accounting principles, before extraordinary items and gains (losses) on sale or disposal of depreciable operating properties, plus depreciation and amortization uniquely significant to real estate, impairment losses on depreciable real estate of consolidated real estate and after adjustments for unconsolidated partnerships and joint ventures, including depreciation and amortization, and impairment losses on investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures. For a further discussion of FFO and adjusted FFO, please see our 2013 Annual Report under the section “Management Discussion and Analysis of Financial Condition and Results of Operations-Supplemental Earnings Measures”.


•	Our same-center NOI within our consolidated portfolio grew 4.3% in 2013, marking the 36th consecutive quarter of growth in NOI.


•	In 2013, our blended increase in average tenant base rental rates on leases released or renewed during 2013 within our consolidated portfolio increased 24.1%.


•	Our 2013 year end occupancy rate within our consolidated portfolio was 98.9%, marking the 33^rd consecutive year we have achieved a year end occupancy rate at or above 95%.


•	On April 4, 2013, we increased our quarterly cash dividend from $0.210 to $0.225, representing the 20^th consecutive year of increased cash dividends.


•	We increased our portfolio of properties that we own, or have ownership interests in, by 2.8% with the development of one new property in the United States and the acquisition of a controlling interest in a property previously held in one of our unconsolidated joint ventures.


•	From a financial perspective, we maintained a healthy and conservative balance sheet, with over 79.4% of our debt at fixed rates, $16.2 million outstanding on our $520.0 million in unsecured lines of credit, and a debt to total market capitalization ratio of 29.4% as compared to 24.4% last year.


•	We also maintained a strong interest coverage ratio of 4.36 times for the year ended December 31, 2013 compared to 4.18 times for the same period in the prior year.

Actual Fiscal Year 2013 Compensation

Based on the peer group analysis and assessment of the Company’s performance, the Compensation Committee approved the following 2013 total compensation for each NEO:



Named Executive Officer	2013 Total Compensation⁽¹⁾		Increase/(Decrease) from 2012
Steven B. Tanger, CEO	$	8,506,871	4.3%
Frank C. Marchisello, Jr., CFO	3,517,047		15.2%
Thomas E. McDonough, COO	3,357,291		35.5%
Chad D. Perry, GC	1,855,969		27.1%
Lisa J. Morrison, Senior Vice President - Leasing	925,836		(5.2)%

(1)

Represents the sum of (a) base salary, (b) annual cash incentives, (c) restricted Common Share awards, (d) the grant date value of the 2013 Outperformance Plan awards granted in February 2013 and (e) other compensation, which primarily includes dividends on unvested shares and the Company's matching contribution to the 401(k) plan, all of which related to fiscal year 2013 and for the annual cash incentives and restricted Common Share awards that were paid in February 2014. For Mr. Tanger the amount also includes the annualized grant date value of the 45,000 fully vested shares, 90,000 time-vesting shares and the 90,000 performance-vesting shares granted in connection with his February 2012 employment agreement. 2013 total compensation excludes the annualized grant date values of the 2010 multi-year performance awards for Mr. Tanger ($875,880), Mr. Marchisello ($379,548) and Ms. Morrison ($119,643), as the Company's share price performance had surpassed the hurdles necessary to earn the maximum payout thereunder and new performance-based incentive awards were granted in 2013 to replace the incentive originally provided by the 2010 multi-year performance awards. See the section entitled "2010 Multi-Year Performance Award Plan" for a discussion of the 2010 multi-year performance awards and the section entitled "2013 Outperformance Plan" for discussion of the new performance-based incentive awards. The total compensation for Mr. Tanger, Mr. Marchisello, and Ms. Morrison, inclusive of the annualized grant date values of the 2010 multi-year performance awards, would equal $9,382,751, $3,896,595, and $1,013,424, respectively, and would represent increases over the prior year of 15.0%, 27.6%, and 3.8%, respectively. Mr. McDonough and Mr. Perry were not employed by Company when the 2010 Multi-Year Performance Plan was implemented and thus are not participants in the plan. These amounts are different from the amounts set forth in the “2013 Summary Compensation Table,” due to the reporting requirements under applicable SEC rules relating to the timing of the recognition of equity-based compensation.

Elements of Compensation

Historically, the Company’s primary components of compensation for its executive officers have been base salary, annual incentive cash bonuses, annual long-term equity-based incentive compensation and outperformance awards. There is no pre-established policy or target for the allocation between cash and non-cash incentive compensation or between short-term and long-term compensation, although the Company attempts to keep total cash compensation within the Company’s fiscal year budget while reinforcing its pay-for-performance philosophy.

Within the framework of aligning total compensation with corporate and individual performance, the purpose of each of the components is as follows:


•	Annual base salaries are designed to provide the executive with a minimum compensation level consistent with the individual’s position and duties relative to his or her peers.


•	Annual incentive cash bonuses are designed to reward the executive for the achievement of strategic and financial goals of the Company during each fiscal year.


•	Annual long-term equity incentives are designed to closely align the interests of management with those of shareholders. The long-term incentives granted to executives are evaluated on an annual basis and the terms of the awards are considered relevant to the length of the employment contract and/or performance period.


•	Outperformance awards are designed to reward management only in the event of superior value creation over a multi-year period. The outperformance awards granted to executives are only earned based upon the achievement of pre-determined market returns in terms of absolute and relative TRS.

The Company seeks to maintain a competitive total compensation package that aligns the economic interest of the executives with that of shareholders while maintaining sensitivity to multiple factors including the Company’s fiscal year budget, annual accounting cost and the impact to share dilution.

Base Salary: Description and Analysis

Consistent with the Company’s philosophy of tying pay to performance, executives receive a significant percentage of their overall targeted compensation in a form other than base pay. Although the Compensation Committee does not set base salary levels equal to any specific percentile of base salaries paid to comparable officers in the targeted peer group, the NEOs are paid an amount in the form of base pay within the range of base salaries paid to comparable officers in the targeted peer group and sufficient to attract competent executive talent and maintain a stable management team.

For 2013, the Company kept base salaries flat from 2012 amounts for its executive officers. The 2013 base salaries were as follows:



Named Executive Officer	2013 Base Salaries
Steven B. Tanger, CEO	$	800,000
Frank C. Marchisello, Jr., CFO	405,500
Thomas E. McDonough, COO	371,300
Chad D. Perry, GC	350,000
Lisa J. Morrison, Senior Vice President - Leasing	254,200

After a review of our NEOs base salaries and total cash compensation as compared to our executive compensation peer group, it was concluded that no base salary increases for the CEO, CFO, COO and GC were necessary for 2014 and that Ms. Morrison's base salary should be increased 2%.

Each of the NEOs has an employment agreement with the Company that includes a provision whereby the executive’s base salary shall not be less than certain previous amounts. See “Employment Contracts” on page 37.

Annual Cash Incentives: Description and Analysis

Incentive Cash Bonus Plan For Executive Officers

During 2013, all executive officers were eligible for an annual incentive cash bonus payment based upon achieving certain performance criteria during the year (referred to as the ‘Incentive Cash Bonus Plan’). The performance criteria were approved and set by the Compensation Committee in February 2013. The annual incentive cash bonus for a fiscal year is typically paid in the first quarter of the following year once the results for the year have been finalized.

Each executive’s annual incentive cash bonus amount is based upon Minimum, Threshold, Target and Maximum percentages of base salary. See the “2013 Grant of Plan-Based Awards” on page 32 for the dollar amounts payable under each of these categories. Generally, executives must be employed as of the last day of the year to receive payment under the annual Incentive Cash Bonus Plan for that year.

The Minimum, Threshold, Target and Maximum amounts for 2013 were as follows (as a percentage of base salary):



Named Executive Officer	Minimum	Threshold	Target	Maximum
Steven B. Tanger, CEO	75%	100%	125%	200%
Frank C. Marchisello, Jr., CFO	75%	100%	125%	170%
Thomas E. McDonough, COO	75%	100%	125%	170%
Chad D. Perry, GC	75%	100%	125%	170%
Lisa J. Morrison, Senior Vice President - Leasing	5%	15%	25%	35%⁽¹⁾

(1)

Ms. Morrison also participates in separate annual incentive cash bonus plans for leasing employees. See “Annual Incentive Plan for Leasing Employees” below. Per the terms of her employment contract, Ms. Morrison is eligible to receive an annual incentive cash bonus equal to the lesser of (1) 100% of her salary or (2) 9.16% of the total commissions earned by our leasing employees with respect to that contract year computed as a percentage of average annual tenant rents (net of tenant allowances) in accordance with the Company’s leasing team bonus plan in effect for that contract year. Ms. Morrison receives the higher of the bonus as calculated under the Company’s Incentive Cash Bonus Plan for executive officers or the bonus calculated under the terms of her employment contract, but not both.

The annual incentive cash bonuses payable to NEOs are based on the achievement of several company performance criteria that incentivize such officers to focus on the achievement of strategic and financial goals of the Company. The corporate performance criteria and the target levels required to achieve the incentive bonus for 2013 approved by the Compensation Committee included:



Performance Criteria	2013 Target Levels												Actual Results			% of total award CEO EVP's		% of total award other officers
	Minimum			Threshold			Target			Maximum
FFO per share	$	1.76		$	1.77		$	1.78		$	1.80		$	1.94		25.0	%	22.0	%
Achievement of Company’s business plan:
Lease renewal rate	92.0		%	93.0		%	94.5		%	95.0		%	95.6		%	5.0	%	4.4	%
Average increase in base rental rates:
upon lease renewals	6.0		%	7.0		%	9.0		%	11.0		%	15.3		%	5.0	%	4.4	%
leased to new tenants	28.0		%	30.0		%	35.0		%	40.0		%	35		%	5.0	%	4.4	%
Average year-end occupancy rate	97.5		%	98.0		%	98.4		%	98.7		%	98.8		%	5.0	%	4.4	%
Average increase in tenant sales	2.5		%	3.0		%	4.0		%	5.0		%	2.3		%	5.0	%	4.4	%
Financial Performance Targets:
Percentage increase in same center net operating income	3.5		%	4.0		%	5.0		%	6.0		%	4.3		%	10.0	%	9.0	%
Consolidated Debt to Adjusted Total Asset Ratio	48.0		%	47.0		%	46.0		%	45.0		%	47.8		%	10.0	%	9.0	%
Total shareholder return:
One year performance relative to all Mall and Shopping Center Equity REITS with a market capitalization of at least $800 million	Top 50%			Top 40%			Top 30%			Top 20%			Top 80%			5.0	%	4.0	%
Total return to shareholders	7		%	9		%	10		%	12		%	(4		)%	5.0	%	4.0	%
Individual performance objectives for the CEO and EVP's	2 of 5 objectives			3 of 5 objectives			4 of 5 objectives			5 of 5 objectives			5 of 5 objectives			20.0	%	n/a
Individual performance goals for other officers	2 of 5 objectives			3 of 5 objectives			4 of 5 objectives			5 of 5 objectives			various			n/a		30.0	%

The Compensation Committee, at its discretion, may adjust the predetermined FFO targets to exclude significant charges which they believe are not indicative of the Company’s on-going operating performance. No such adjustments were made for the 2013 year.

The Compensation Committee believes that these strategic and financial goals are key drivers in ultimately increasing the equity value of the Company and thus that these goals ultimately help align the interests of our NEOs and our shareholders. If minimum performance criteria targets are not met, no bonuses are paid. If maximum targets are met or exceeded, bonuses may be substantial but are capped as set forth in the table above.

In 2013, the Company surpassed some of the minimum target levels but did not surpass all of the maximum performance targets. The individual performance objectives for each of Mr. Tanger, Mr. Marchisello, Mr. McDonough and Mr. Perry were to (1) open one new outlet center in the US or Canada, (2) begin construction on at least 100,000 square feet of expansion space in Canada, (3) begin construction on one new center in Canada, (4) begin construction on one new center in the US and (5) begin construction on an additional new center in the US or Canada. Mr. Tanger, Mr. Marchisello, Mr. McDonough and Mr. Perry, met five of the five objectives during 2013. Ms. Morrison was assigned five separate individual goals, as set by Mr. Tanger which were directly related to achieving the Company's strategic initiatives. Ms. Morrison met four of five goals. At the time the individual performance objectives were set, the Compensation Committee believed the targets would be challenging and difficult, but achievable with significant effort and skill.

The Compensation Committee determined it prudent to pay the bonuses earned by the executive officers during 2013 based on the achievement of the 2013 targets as set at the beginning of the year.

Annual Incentive Cash Bonus Plan for Leasing Employees

Ms. Morrison also participates in a separate incentive cash bonus plan designed to reward the Company’s leasing employees on an individual basis for successfully executing new leases and renewing existing leases with our tenants (referred to as "Leasing Commissions”), and on a team basis for reaching certain company goals with respect to achieving minimum overall occupancy rates, minimum renewal rate on leases expiring, and minimum average rental rate increases on existing leases renewed or new leases executed during the year (referred to as “Leasing Team Bonus”). Management believes it is desirable for all leasing employees to participate in this plan in order to provide incentives for maximizing and growing the Company’s revenues.

Per the terms of her employment contract, Ms. Morrison is eligible to receive an annual incentive cash bonus with respect to Leasing Commissions equal to the lesser of (1) 100% of her salary or (2) 9.16% of the total commissions earned by our leasing employees with respect to that contract year computed as a percentage of average annual tenant rents (net of tenant allowances) in accordance with the Company’s leasing bonus plan in effect for that contract year. Ms. Morrison receives the higher of the bonus as calculated under the Company’s Incentive Cash Bonus Plan for executive officers or the bonus calculated under the terms of her employment contract, but not both.

In addition, during 2013, Ms. Morrison was eligible to receive a Leasing Team Bonus up to $20,000 if all of the minimum targets were achieved, and then would receive an additional $1,000 for each percentage point achieved above the minimum target levels, up to a maximum award of $35,000.

Actual 2013 Annual Incentive Cash Bonuses

All annual incentive cash bonuses to named executive officers for 2013 were paid in accordance with the terms described above and the Company did not exercise any discretion to increase any such bonuses above the amount determined pursuant to the applicable formula. The actual cash incentives paid for 2013 performance were as follows:



Named Executive Officer	2013 Annual Cash Incentives		Decrease from 2012
Steven B. Tanger, CEO	$	1,160,000	(16.5	)%
Frank C. Marchisello, Jr., CFO	514,985		(15.6	)%
Thomas E. McDonough, COO	471,551		(15.6	)%
Chad D. Perry, GC	444,500		(15.6	)%
Lisa J. Morrison, Senior Vice President - Leasing	271,200		(19.9	)%

Long-Term Incentives: Description and Analysis

Long term incentives are determined based on peer group compensation practices combined with recommendations of management and the Compensation Committee. The Company’s long-term incentive compensation consists of equity-based awards under its Incentive Award Plan, either in the form of restricted Common Shares, options to acquire Common Shares at a predetermined price (which equals fair market value of such Common Shares as of the date of the grant) or multi-year performance awards. Equity-based awards deliver increased value only when the value of our Common Shares increases.

Prior to October 2013, the Share and Unit Option Committee administered our Incentive Award Plan, which provides for the issuance of equity-based awards to our officers and employees. While the Share and Unit Option Committee administered such plan, the Compensation Committee made recommendations and provided advice and information to the Share and Unit Option Committee with respect to equity-based awards and the Share and Unit Option Committee made the awards and established the terms and conditions of the awards, including voting, as it deemed appropriate. After the dissolution of the Share and Unit Option Committee in October 2013, the Compensation Committee assumed all administrative responsibilities of the Share and Unit Option Committee with respect to the Incentive Award Plan.

Restricted Common Share Awards

The purpose of awarding restricted Common Shares is to align the interests of management with those of our shareholders. In setting the amounts and terms of the restricted Common Shares, the Compensation Committee and/or the Share and Unit Option Committee, as applicable, consider the value of previous grants of restricted Common Shares and the total compensation expense recognized in the Company’s financial statements with respect to all previous grants of restricted

Common Shares. However, the Compensation Committee and/or Share and Unit Option Committee do not necessarily limit the number of shares to be granted based on the total value or annual expense recognized in the financial statements because such committees generally consider grants of restricted Common Shares to represent both an annual reward for individual and Company performance achieved for the most recently completed fiscal year as well as a longer-term incentive for future performance. Restricted Common Shares are generally granted during the first quarter of the current year once the results from the previous year are finalized.

Based on the foregoing considerations, in February 2014, the Compensation Committee approved the following annual long-term incentives for 2013:



Named Executive Officer	2014 Annual Long-Term Incentives		Increase (decrease) from 2012
Steven B. Tanger, CEO	$	3,348,180	(3.3)%
Frank C. Marchisello, Jr., CFO	1,758,640		17.3%
Thomas E. McDonough, COO	1,758,640		17.3%
Chad D. Perry, GC	676,400		17.3%
Lisa J. Morrison, Senior Vice President - Leasing	253,650		(6.2)%

The restricted Common Shares were granted to the named executive officers for 2013 performance in February 2014. Such awards vest and the restrictions cease to apply with respect to twenty percent of the shares underlying each award on February 28 of each year over a five-year period, beginning on February 28, 2015. For the CEO, the restricted Common Shares granted for 2013 performance include additional restrictions under which the vested shares cannot be sold for an additional three years following the date of vesting.

In addition, in February 2013, the Compensation Committee recommended and the Share and Unit Option Committee approved the following annual long-term incentives based on Company performance achieved for 2012:



Named Executive Officer	2013 Annual Long-Term Incentives		Increase (decrease) from 2012
Steven B. Tanger, CEO	$	3,460,800	(18.5)%
Frank C. Marchisello, Jr., CFO	1,499,680		(18.0)%
Thomas E. McDonough, COO	1,499,680		69.5%
Chad D. Perry, GC	576,800		N/A
Lisa J. Morrison, Senior Vice President - Leasing	270,375		22.2%

The restricted Common Shares were granted to the named executive officers for 2012 performance in February 2013. Such awards vest and the restrictions cease to apply with respect to twenty percent of the shares underlying each award on February 28 of each year over a five-year period, beginning on February 28, 2014. For the CEO, CFO, COO and GC, the restricted Common Shares granted for 2012 performance include additional restrictions under which the vested shares cannot be sold for an additional three years following the date of vesting.

Dividends are paid on all restricted Common Shares subject to time-based vesting whether vested or unvested. The Compensation Committee believes that restricted Common Share grants with time-based vesting features provide the desired incentive to increase the Company’s share price and therefore the wealth of our shareholders over a five-year period. If the Company has poor relative performance that results in poor shareholder returns, then the value of the restricted Common Shares, and likewise the executive’s total compensation, will be reduced. If the Company has superior relative performance that results in superior shareholder returns, then the value of the restricted Common Shares, and likewise the executive officer’s total compensation, will be significantly increased.

The Company measures the grant date fair value under FASB ASC 718 of all restricted Common Share awards with time-based vesting features based on the provisions of the Incentive Award Plan. Under those provisions, fair value is considered to be the closing price of our Common Shares on the last trading day prior to the grant date, except for the restricted Common Shares granted in 2014 and 2013 that are subject to additional restrictions on sale after vesting described above which were discounted per FASB ASC 718 by 17.5% and 20%, respectively.

Common Share Option Awards

Options had not been utilized as a means of executive compensation since 2004. The Compensation Committee does consider them, however, as a potential form of compensation and includes them in its annual assessment of executive compensation. The Compensation Committee decided that no options should be awarded to the executive officers for 2013 since all of the executive officers were being awarded restricted Common Shares. However, in October 2013, the Compensation Committee approved an aggregate of 282,500 options to be granted to certain non-executive employees who had been employed with the Company for at least 1 year.

When awarded, options are granted with an exercise price equal to the fair market value of our Common Shares. Under the terms of the Incentive Award Plan, the fair market value of our Common Shares is considered to be the closing price on the last trading day prior to the grant date. The Company does not backdate options, grant options retroactively, or coordinate grants of options so that they are made before announcements of favorable information, or after announcements of unfavorable information.

2010 Multi-Year Performance Award Plan

In January 2010, our Compensation Committee approved the general terms of the Tanger Factory Outlet Centers, Inc. 2010 Notional Unit Multi-Year Performance Award Plan (referred to as the "2010 Multi-Year Performance Award Plan”). The 2010 Multi-Year Performance Award Plan is a long-term incentive compensation plan pursuant to which award recipients, as a group, may earn up to an aggregate of approximately 1,146,000 restricted Common Shares based on the Company’s share price appreciation over four years beginning on January 1, 2010. The maximum number of Common Shares will be earned under this plan if the Company achieves 60% or higher share price appreciation over the four-year performance period. After the awards are earned, they will remain subject to transfer restrictions and forfeiture conditions during a one-year vesting period. For notional amounts granted in 2010, any shares earned on December 31, 2013 will vest on December 31, 2014 contingent on continued employment through the vesting date.

Under the 2010 Multi-Year Performance Award Plan, the former Share and Unit Option Committee granted 382,000 notional units, net of notional units forfeited, to award recipients, as a group, which may convert into a maximum of approximately 1,146,000 restricted Common Shares based on the aggregate share price appreciation over the four-year period from January 1, 2010 through December 31, 2013. If the Company’s aggregate share price appreciation during this period equals or exceeds the minimum threshold of 40%, then the notional units will convert into the Company’s Common Shares on a one-for-one basis. The minimum threshold of 40% requires shareholders to receive a significant return before management would begin to share in the value creation. The notional units will convert into Common Shares on a one-for-two basis if the share price appreciation exceeds the target threshold of 50% and on a one-for-three basis if the share price appreciation exceeds the maximum threshold of 60%. The Compensation Committee concluded that these threshold levels and payout ratios, subject to the maximum payout limitation described below, were appropriate to provide an effective retention and motivational tool for the executive management team who are in a position to significantly influence shareholder value creation, and also were similar to plans adopted by other companies in the REIT industry.

The notional amounts will convert on a pro rata basis between share price appreciation thresholds. The share price targets will be reduced on a dollar-for-dollar basis with respect to any dividend payments made during the measurement period, but in no event will the price level target fall below $24.18 per share. If the Company’s share price exceeds the maximum price level target, the number of restricted Common Shares granted will be reduced in order to not exceed the maximum plan value of $34.5 million (assuming the Company pays $3.11 per share in dividends during the four year performance period) or $38.4 million (assuming no dividends are paid).

The notional units, prior to the date they are converted into restricted Common Shares, will not entitle award recipients to receive any dividends or other distributions. If the notional units are earned, and thereby converted into restricted Common Shares, then award recipients will be entitled to receive a payment of all dividends and other distributions that would have been paid had the number of earned Common Shares been issued at the beginning of the performance period. Thereafter, dividends and other distributions will be paid currently with respect to all restricted Common Shares that were earned.

If the Company’s aggregate share price appreciation is less than 40% during the four-year performance period, then the notional units will not convert into any Common Shares unless the Company’s share performance exceeds the 50th percentile of the share performance of its peer group, in which case the notional units will convert into restricted Common Shares on a one-for-one basis. This is intended to recognize performance relative to our peers and to help ensure that the notional units retain their value for incentive and retention purposes in varying market conditions. All determinations, interpretations and

assumptions relating to the vesting and calculation of the performance awards will be made by the Compensation Committee. No additional notional units under this plan were granted in 2011, 2012 or 2013.

The Company’s share price appreciation exceeded the maximum threshold of 60%, so the notional units converted to restricted Common Shares on January 2, 2014 based on the maximum potential award value and the cumulative dividends were paid on January 3, 2014. The following table sets forth the 2010 Multi-Year Performance Awards for our NEOs:



Named Executive Officer	Actual Award Value Earned		Maximum Potential Award ⁽²⁾		Aggregate Grant Date Value ⁽³⁾		Annualized Grant Date Value
Steven B. Tanger, CEO	$	15,164,280	$	15,164,280	$	4,379,400	$	875,880
Frank C. Marchisello, Jr., CFO	6,571,188		6,571,188		1,897,740		379,548
Thomas E. McDonough, COO⁽¹⁾	N/A		N/A		N/A		N/A
Chad D. Perry, GC⁽¹⁾	N/A		N/A		N/A		N/A
Lisa J. Morrison, Senior Vice President - Leasing	1,516,428		1,516,428		437,940		87,588


(1)	Mr. McDonough and Mr. Perry were not employed by Company when the 2010 Multi-Year Performance Plan was implemented and thus are not participants in the Plan.


(2)	Represents the maximum number of shares to be issued assuming the notional units convert on a one-for-three basis multiplied by the maximum share price appreciation target of $28.082 per share, assuming the Company pays dividends of at least $3.11 per share during the four year performance period.


(3)	Represents the notional units granted under the plan multiplied by the grant date fair value of $24.33. The grant date fair value was based on probable performance outcomes computed in accordance with FASB ASC 718.

2013 Outperformance Plan

During February 2013, the Compensation Committee approved a new 2013 Outperformance Plan (“2013 OPP”) to replace the incentives originally provided by the 2010 Multi-Year Performance Award Plan. The 2010 Multi-Year Performance Award Plan was designed to encourage our executive officers to focus on sustained share price appreciation. By February 2013, however, our share price had surpassed the price necessary to earn the maximum award under the 2010 Multi-Year Performance Award Plan and therefore we did not believe that awards under the 2010 Multi-Year Performance Award Plan would continue to provide the appropriate performance-based incentives for the named executive officers to drive further share price appreciation. The 2013 OPP has a maximum plan value of $13.25 million and may be earned over a three-year performance period based on (i) absolute TRS performance equal to a cumulative return of 25-35%; and (ii) relative TRS performance between the 50th and 70th percentile of the SNL Equity REIT Index. We expect to consider whether to grant future performance-based awards in the first quarter of each fiscal year based on similar terms as the 2013 OPP, but with potential adjustments to the maximum plan value, individual allocations, performance hurdles, or other factors in light of current industry and Company dynamics, and, in February 2014, we granted additional performance-based awards of such nature. See section entitled "2014 Outperformance Awards" for a discussion of the awards granted in February 2014.

Under the 2013 OPP, the Company has granted an aggregate of 315,150 notional units to award recipients, which may convert, subject to the achievement of the goals described below, into a maximum of 315,150 restricted Common Shares based on the Company's absolute Common Share price appreciation and its Common Share price appreciation relative to its peer group, over the three-year measurement period from January 1, 2013 through December 31, 2015. The maximum number of restricted Common Shares will be earned under the 2013 OPP if the Company both (a) achieves 35% or higher Common Share price appreciation, inclusive of all dividends paid, over the three-year measurement period and (b) is in the 70th or greater percentile of its peer group for TRS over the three-year measurement period. The Company expects that the maximum value of the awards, if the Company achieves or exceeds the 35% Common Share price appreciation and is in the 70th or greater percentile of its peer group for TRS over the three-year measurement period, will equal approximately $13.25 million.

Listed below is the maximum number of restricted Common Shares that each of the Company’s named executive officers will be eligible to receive upon achieving both goals discussed above at the conclusion of the performance period:



Name	Maximum Award	Maximum Potential Value ⁽¹⁾		Grant Date Value⁽²⁾
Steven B. Tanger, CEO	112,000	$	4,708,480	$	1,567,254
Frank C. Marchisello, Jr., CFO	48,000	2,017,920		671,680
Thomas E. McDonough, COO	48,000	2,017,920		671,680
Chad D. Perry, GC	25,600	1,076,224		358,229
Lisa J. Morrison, Senior Vice President - Leasing	8,550	359,442		119,643


(1)	Represents the maximum number of shares to be issued multiplied by the maximum value per share of $42.04 per share.


(2)	Represents the notional units granted under the plan multiplied by the grant date fair value of $13.99. The grant date fair value was based on probable performance outcomes computed in accordance with FASB ASC 718.

Any restricted Common Shares earned on December 31, 2015 are also subject to a time based vesting schedule. 50% of the restricted Common Shares will vest on January 4, 2016 and the remaining 50% will vest on January 3, 2017, contingent upon continued employment with the Company through the vesting dates.

With respect to 70% of the notional units (which are convertible into up to 220,605 Common Shares), 33.333% of this portion of the award (or a portion convertible into up to 73,535 Common Shares) will be earned if the Company’s aggregate Common Share price appreciation, inclusive of all dividends paid during this period, equals 25% over the three-year measurement period, 66.667% of the award (or a portion convertible into up to 147,070 Common Shares) will be earned if the Company’s

aggregate Common Share price appreciation, inclusive of all dividends paid during this period equals 30%, and 100% of this portion of the award (or a portion convertible into up to 220,605 Common Shares) will be earned if the Company's aggregate Common Share price appreciation, inclusive of all dividends paid during this period, equals 35% or higher.

With respect to 30% of the notional units (which are convertible into up to 94,545 Common Shares), 33.333% of this portion of the award (or a portion convertible into up to 31,515 Common Shares) will be earned if the Company’s Common Share price appreciation inclusive of all dividends paid is in the 50th percentile of its peer group over the three-year measurement period, 66.667% of this portion of the award (or a portion convertible into up to 63,030 Common Shares) will be earned if the Company’s Common Share price appreciation inclusive of all dividends paid is in the 60th percentile of its peer group during this period, and 100% of this portion of the award (or a portion convertible into up to 94,545 Common Shares) will be earned if the Company’s Common Share price appreciation inclusive of all dividends paid is in the 70th percentile of its peer group or greater during this period. The peer group will be based on the SNL Equity REIT index.

The notional units will convert on a pro-rata basis by linear interpolation between Common Share price appreciation thresholds, both for absolute Common Share price appreciation and for relative Common Share price appreciation amongst the Company’s peer group. The Common Share price targets will be reduced on a dollar-for-dollar basis with respect to any dividend payments made during the measurement period.

Retirement Benefits

The Company generally does not provide any retirement benefits to its executive officers, other than matching a portion of employee contributions to a 401(k) plan. Employee contributions are matched by us at a rate of compensation to be determined annually at our discretion. This benefit is generally available to all employees of the Company.

Perquisites

The Company does not provide significant perquisites or personal benefits to executive officers, except that Mr. Tanger was provided with a monthly car allowance of $800 in 2013. In addition, the Company paid a total of $44,436 for premiums on life insurance policies for Mr. Tanger during 2013.

The Company owns a corporate airplane which is used for executive travel. The Company makes such aircraft available for Mr. Tanger's personal use at no incremental cost to the Company.

Employment Contracts and Change in Control

The Company’s business is competitive and the Compensation Committee believes that it is extremely desirable for the Company to maintain employment contracts with its senior executives. The employment contracts generally provide for severance pay if the executive terminates his or her employment for Good Reason or is terminated by the Company without Cause, as those terms are defined in each agreement. The severance arrangements provided in the contracts are designed to promote stability and continuity of senior management. For all named executive officers, the employment contracts consider a Change- in-Control as Good Reason for an executive to terminate his or her employment, and thus would entitle him or her to certain severance pay. Our Compensation Committee believes it is fair to provide severance protection and accelerated vesting of equity grants upon a Change-in-Control. Very often, senior executives lose their jobs in connection with a Change-in-Control. By agreeing up-front to provide severance benefits and accelerated vesting of equity grants in the event of a Change-in-Control, our Compensation Committee believes we can reinforce and encourage the continued attention and dedication of senior executives to their assigned duties without distraction in the face of an actual or threatened Change-in-Control and ensure that management is motivated to negotiate the best acquisition consideration for our shareholders.

The Company currently has employment contracts with each of the NEOs listed in the Summary Compensation Table on page 30 of this Proxy Statement. See “Employment Contracts” on page 37 in this Proxy Statement.

2014 Compensation Matters

2014 Outperformance Awards

During February 2014, the Compensation Committee approved the grant of performance based awards with terms similar to the 2013 OPP awards (the “2014 OPP”). Under the 2014 OPP, the Company has granted an aggregate of 329,700 notional units to award recipients, which may convert, subject to the achievement of the goals described below, into a maximum of 329,700 restricted Common Shares based on the Company's absolute Common Share price appreciation and its Common Share price appreciation relative to its peer group, over the three-year measurement period from January 1, 2014 through December 31, 2016. The maximum number of restricted Common Shares will be earned under the 2014 OPP if the Company both (a) achieves 35% or higher Common Share price appreciation, inclusive of all dividends paid, over the three-year measurement period and (b) is in the 70th or greater percentile of its peer group for TRS over the three-year measurement period. The Company expects that the maximum value of the awards, if the Company achieves or exceeds the 35% Common Share price appreciation and is in the 70th or greater percentile of its peer group for TRS over the three-year measurement period, will equal approximately $14.25 million.



Name	Maximum Award	Maximum Potential Value ⁽¹⁾		Grant Date Value ⁽²⁾
Steven B. Tanger, CEO	112,000	$	4,840,640	$	1,647,558
Frank C. Marchisello, Jr., CFO	48,000	2,074,560		706,096
Thomas E. McDonough, COO	48,000	2,074,560		706,096
Chad D. Perry, GC ⁽¹⁾	25,600	1,106,432		376,585
Lisa J. Morrison, Senior Vice President - Leasing	8,550	369,531		125,773


(1)	Represents the maximum number of shares to be issued multiplied by the maximum value per share of $43.22 per share.


(2)	Represents the notional units granted under the plan multiplied by the grant date fair value of $14.71. The grant date fair value was based on probable performance outcomes computed in accordance with FASB ASC 718.

Any restricted Common Shares earned on December 31, 2016 are also subject to a time based vesting schedule. 50% of the restricted Common Shares will vest on January 2, 2017 and the remaining 50% will vest on January 2, 2018, contingent upon continued employment with the Company through the vesting dates.

With respect to 70% of the notional units (which are convertible into up to 230,790 Common Shares), 33.333% of this portion of the award (or a portion convertible into up to 76,930 Common Shares) will be earned if the Company’s aggregate Common Share price appreciation, inclusive of all dividends paid during this period, equals 25% over the three-year measurement period, 66.667% of the award (or a portion convertible into up to 153,860 Common Shares) will be earned if the Company’s

aggregate Common Share price appreciation, inclusive of all dividends paid during this period equals 30%, and 100% of this portion of the award (or a portion convertible into up to 230,790 Common Shares) will be earned if the Company's aggregate Common Share price appreciation, inclusive of all dividends paid during this period, equals 35% or higher.

With respect to 30% of the notional units (which are convertible into up to 98,910 Common Shares), 33.333% of this portion of the award (or a portion convertible into up to 32,970 Common Shares) will be earned if the Company’s Common Share price appreciation inclusive of all dividends paid is in the 50th percentile of its peer group over the three-year measurement period, 66.667% of this portion of the award (or a portion convertible into up to 65,940 Common Shares) will be earned if the Company’s Common Share price appreciation inclusive of all dividends paid is in the 60th percentile of its peer group during this period, and 100% of this portion of the award (or a portion convertible into up to 98,910 Common Shares) will be earned if the Company’s Common Share price appreciation inclusive of all dividends paid is in the 70th percentile of its peer group or greater during this period. The peer group will be based on the SNL Equity REIT index.

Governance Policies Relating to Compensation

Minimum Ownership Guidelines

The Company’s Board of Directors expects all non-employee directors, the CEO, the CFO, the COO and the GC to own a meaningful equity interest in the Company to more closely align the interests of directors and executive officers with those of shareholders. Accordingly, effective July 29, 2008 and amended on February 11, 2013, the Board of Directors, on the recommendation of the Compensation Committee, established equity ownership guidelines for non-employee directors, the CEO, CFO, COO and GC. Non-employee directors are required to hold 5,000 Common Shares within 3 years of July 29, 2008 or of election to the Board. The executives are required to hold Common Shares with a value equivalent to a multiple of their salary as listed in the table below by the later of December 31, 2013 or five years following their appointment as CEO, CFO, COO or GC.



Title	Multiple
CEO	10 x Base Salary
CFO	3 x Base Salary
COO	3 x Base Salary
GC	3 x Base Salary

Vested and unvested restricted Common Shares count toward the equity ownership guidelines. All non-employee directors and the executives, except for Mr. Perry, who joined the Company in December 2011, met the share ownership guidelines as of December 31, 2013.

Clawback Policy

In February 2013, the Board adopted a clawback policy applicable to our executive officers. The policy allows for the recoupment of incentive awards in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, as a result of intentional misconduct, fraud or gross negligence. Each executive office must reimburse the Company for any incentive awards made after January 1, 2013 on the basis of having met or exceeded specific targets under these circumstances.

Anti-Hedging Policy

In February 2013, the Board adopted an anti-hedging policy applicable to our executive officers and directors. 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 or part of the potential upside appreciation in the share holdings. 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, directors and executive officers may not engage in any such transactions with respect to the Company’s shares owned.

Mandatory Holding Period

Restricted Common Shares granted to the CEO, CFO, COO and GC in February 2013 include both a five-year vesting period and also have a mandatory holding period under which the executives cannot sell their vested Common Shares for an additional three years following the vesting date.

Taxation and Deductibility of Executive Compensation

Subject to certain limited exemptions, Section 162(m) of the Code denies an income tax deduction to any publicly held corporation for compensation paid to a “covered employee” (which is defined as the chief executive officer and each of the Company’s other three most highly compensated officers, excluding the chief financial officer) to the extent that such compensation in any taxable year of the employee exceeds $1 million. In addition to salaries, bonuses payable to the Company’s executives under their present employment contracts and compensation attributable to the exercise of options and other share-based awards that may be granted under the Incentive Award Plan constitute compensation subject to the Section 162(m) limitation. The Incentive Award Plan permits, but does not require, share-based awards to qualify as "performance-based compensation" that is exempt from application of the Section 162(m) limitation. It is the Company’s policy to take account of the implications of Section 162(m) among all factors reviewed in making compensation decisions. However, the Compensation Committee, while considering tax deductibility as one of its factors in determining compensation, will not limit compensation to those levels or types of compensation that will be deductible if it determines that an award is consistent with its philosophy and is in the Company’s and the shareholders’ best interests, and accordingly, some portion of the compensation paid to a Company executive may not be tax deductible by the Company under Section 162(m). The Compensation Committee will, of course, consider alternative forms of compensation, consistent with its compensation goals, that preserve deductibility.

Section 280G, Section 4999 and Section 409A of the Code (“Section 409A”) impose certain taxes under specified circumstances. Section 280G and Section 4999 provides that any executives, directors who hold significant shareholder interests, and certain other service providers could be subject to significant additional taxes if they receive certain payments or benefits in connection with a change in control of the Company, and that the Company could lose a deduction on the amounts subject to additional tax. The Company has no policy or commitment to provide any executive or director with any gross-up or other reimbursement for tax amounts that such executive or director might pay pursuant to these laws, and each executive's employment contract provides for a cutback of amounts payable in order to avoid such additional taxes. Section 409A imposes additional significant taxes in the event that an executive, director or other service provider receives deferred compensation that does not meet the requirements of Section 409A. The impact of Section 409A is considered by the Compensation Committee and the Company’s executive plans and programs are generally designed to comply with or be exempt from Section 409A in order to avoid potential adverse tax consequences that may result from noncompliance.

REPORT OF THE COMPENSATION COMMITTEE

We have reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and, based on such review and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.



	THE COMPENSATION COMMITTEE

	Bridget Ryan Berman (Chair)
	Jack Africk
	William G. Benton
	Thomas J. Reddin
	Thomas E. Robinson
	Allan L. Schuman

2013 SUMMARY COMPENSATION TABLE ⁽¹⁾

The following table shows information concerning the annual compensation for services provided by our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executives for each of the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011:



Name and Principal position	Year	Salary ($)		Bonus ($) (1)		Share Awards ($) (2)		Non-equity Incentive Plan Compensation ($) (3)		All Other Compensation ($)			Total ($)
Steven B. Tanger President and Chief Executive Officer	2013	$	800,000	$	—	$	5,028,054	$	1,160,000	$	486,804	(4)	$	7,474,858
	2012	800,000		—		9,971,163		1,390,000		488,446		(4)	12,649,609
	2011	754,050		—		3,635,280		1,200,071		413,060		(4)	6,002,461
Frank C. Marchisello, Jr. Executive Vice President and Chief Financial Officer	2013	$	405,500	$	—	$	2,171,360	$	514,985	$	166,242	(5)	$	3,258,087
	2012	405,500		—		1,829,000		609,872		158,796		(5)	3,003,168
	2011	393,700		—		1,565,190		557,479		156,899		(5)	2,673,268
Thomas E. McDonough Executive Vice President and Chief Operating Officer ⁽⁶⁾	2013	$	371,300	$	—	$	2,171,360	$	471,551	$	84,120	(6)	$	3,098,331
	2012	371,300		—		885,000		558,435		49,200		(6)	1,863,935
	2011	360,500		—		504,900		382,671		33,214		(6)	1,281,285
Chad D. Perry Executive Vice President and General Counsel ⁽⁷⁾	2013	$	350,000	$	—	$	935,029	$	444,500	$	26,840	(7)	$	1,756,369
	2012	350,000		—		—		526,400		6,612		(7)	883,012
	2011	19,178		100,000		141,050		—		—			260,228
Lisa J. Morrison Senior Vice President, Leasing	2013	$	254,200	$	—	$	390,018	$	271,200	$	27,143	(8)	$	942,561
	2012	254,200		—		221,250		338,632		25,605		(8)	839,687
	2011	246,800		—		151,470		303,751		24,779		(8)	726,800


(1)	The amount in the bonus column represents a one-time signing bonus paid to Mr. Perry, per the terms of his employment agreement.

(2)

The amounts in this column represent the grant date fair value of restricted Common Shares awarded in each respective year, and for 2013, the grant date fair value of notional units granted under the 2013 Multi-Year Performance Award Plan. A discussion of the assumptions used in calculating these values may be found in Note 16 to our 2013 consolidated financial statements on pages F-40 to F-43 of our 2013 Annual Report, Note 16 to our 2012 audited consolidated financial statements on pages F-37 to F-39 of our 2012 Annual Report, and Note 16 to our 2011 audited consolidated financial statements on pages F-32 to F-34 of our 2011 Annual Report, respectively. With respect to the awards granted under the 2013 Multi-Year Performance Award Plan, the grant date fair value was based on probable performance outcomes. The grant date fair value for these awards, assuming that the highest level of performance conditions will be achieved, was $4.7 million for Mr. Tanger, $2.0 million for Mr. Marchisello and Mr. McDonough, $1.1 million for Mr. Perry, and $359,000 for Ms. Morrison.

(3)

Amounts shown consist of payouts under our annual Incentive Cash Bonus Plan earned during the fiscal year but paid in the first quarter of the following fiscal year; except that, with respect to Ms. Morrison, the amounts shown reflect (1) the bonus calculated under the terms of her employment contract, since such amount was higher than the bonus she would have received under our annual Incentive Cash Bonus Plan, (2) a separate bonus she earned as a result of her leasing team reaching certain goals with respect to achieving minimum overall occupancy rates, minimum renewal rate on leases expiring, and minimum average rental rate increases on existing leases renewed or new leases executed during the year and (3) for 2010 and 2011, a New Development Bonus.

(4)

Mr. Tanger's other compensation during 2013, 2012 and 2011 includes a car allowance of $9,600 each year and reimbursement of term life insurance premiums totaling $44,436 during 2013, $44,436 during 2012 and $44,787 during 2011, as per the terms of his employment contract. In addition, Mr. Tanger’s other compensation includes dividends paid on unvested restricted Common Shares of $422,568 during 2013, $394,524 during 2012 and $330,025 during 2011, a Company match under an employee 401(k) plan of $10,200 during 2013, $10,000 during 2012 and $9,800 during 2011, and reimbursement for legal services incurred in connection with Mr. Tanger's amended and restated employment agreement of $29,886 in 2012 and $18,848 in 2011.


(5)	Mr. Marchisello’s other compensation represents dividends paid on unvested restricted Common Shares of $156,042 during 2013, $148,796 during 2012 and $147,099 during 2011, as well as a Company match under an employee 401(k) plan of $10,200 during 2013, $10,000 during 2012, and $9,800 during 2011.


(6)	Mr. McDonough's other compensation represents dividends paid on unvested restricted Common Shares of $73,920 during 2013, $39,200 during 2012 and $23,414 during 2011, as well as a Company match under an employee 401(k) plan of $10,200 during 2013, $10,000 during 2012, and $9,800 during 2011.


(7)	Mr. Perry joined the Company in December 2011 and thus his compensation during 2011 represents less than a full year. Mr. Perry's other compensation represents dividends paid on unvested restricted Common Shares of $17,040 during 2013 and $4,150 during 2012, as well as a Company match under an employee 401(k) plan of $9,800 during 2013, and $2,462 during 2012.


(8)	Ms. Morrison’s other compensation represent dividends paid on unvested restricted Common Shares of $18,068 during 2013, $15,805 during 2012, and $14,979 during 2011, as well as a Company match under an employee 401(k) plan of $9,076 during 2013, $9,800 during 2012, and $9,800 during 2011.

2013 GRANT OF PLAN-BASED AWARDS

The following table summarizes grants of plan-based awards made to named executive officers in the year ended December 31, 2013:



Name	Grant Date (1)	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)								Estimated Future Payouts Under Equity Incentive Plan Awards (3)			All Other Share Awards: Number of Common Shares or Units (#) (4)	Grant Date Fair Value of Equity Awards ($) (1)
		Minimum ($)		Threshold ($)		Target ($)		Maximum ($)		Minimum (#)	Target (#)	Maximum (#)
Steven B. Tanger	2/12/2013									—	—	—	120,000	$	3,460,800
	2/12/2013									37,333	74,667	112,000		1,567,254
		$	600,000	$	800,000	$	1,000,000	$	1,600,000
Frank C. Marchisello, Jr.	2/12/2013									—	—	—	52,000	$	1,499,680
	2/12/2013									16,000	32,000	48,000		671,680
		$	304,125	$	405,500	$	506,875	$	689,350
Thomas E. McDonough	2/12/2013									—	—	—	52,000	$	1,499,680
	2/12/2013									16,000	32,000	48,000		671,680
		$	278,475	$	371,300	$	464,125	$	631,210
Chad D. Perry	2/12/2013									—	—	—	20,000	$	576,800
	2/12/2013									8,533	17,067	25,600		358,229
		$	262,500	$	350,000	$	437,500	$	595,000
Lisa J. Morrison⁽⁵⁾	2/12/2013									—	—	—	7,500	$	270,375
	2/12/2013									2,850	5,700	8,550		119,643
		$	12,710	$	38,130	$	63,550	$	88,970
								254,200
						20,000		35,000

(1)

The grant date is considered to be the date the equity-based awards were approved by the Compensation Committee or Share and Unit Option Committee. Under the terms of our Incentive Award Plan, the grant date fair value for restricted Common Share awards is considered to be the closing price of the Company’s Common Shares on the day prior to the grant date, which for the February 12, 2013 awards was $36.05. A discussion of the assumptions used in calculating the grant date fair value of notional units granted under the 2013 Multi-Year Performance Award Plan may be found in Note 16 to our 2013 consolidated financial statements on pages F-40 to F-43 of our 2013 Annual Report. With respect to the awards granted under the 2013 Multi-Year Performance Award Plan, the grant date fair value was based on probable performance outcomes.

(2)

These columns show the range of estimated payouts targeted for 2013 performance under our annual Incentive Cash Bonus Plan for our executive officers as described in the section titled “Annual Cash Incentives-Description and Analysis” in the Compensation Discussion and Analysis. The actual cash bonus payment made in 2014 for 2013 performance, based on the metrics described, amounted to 145% of base salary for Mr. Tanger, and 127% of base salary for Mr. Marchisello, Mr. McDonough and Mr. Perry.

(3)

These columns show the amount of potential restricted Common Shares to be converted from notional units under the 2013 OPP . The notional units convert based on the Company’s absolute share price appreciation (or total return to shareholders) and its share price appreciation relative to its peer group, over a three year measurement period from January 1, 2013 through December 31, 2015. A discussion of this plan and the share price appreciation goals can be found in the section entitled "Compensation and Discussion Analysis - 2013 Outperformance Plan" above.


(4)	Restricted Common Shares granted under our Incentive Award Plan are described in the Outstanding Equity Awards at Fiscal Year-End Table below. Dividends are paid on unvested restricted Common Shares.

(5)

The amounts shown in this row under "Estimated Future Payouts under Non-Equity Incentive Plan Awards" columns includes the amounts Ms. Morrison was eligible to receive under our annual Incentive Cash Bonus Plan, the terms of her employment contract, and a separate bonus based on leasing team goals. Per the terms of her employment contract, Ms. Morrison is eligible to receive an annual incentive cash bonus equal to the lesser of (1) 100% of her salary or (2) 9.16% of the total commissions earned by our employees who are leasing employees who report to her. Ms. Morrison receives the higher of the bonus as calculated under our annual Incentive Cash Bonus Plan or the bonus calculated under the terms of her employment contract, but not both. Ms. Morrison received a cash bonus of $254,200 in 2014 for 2013 performance based on the terms of her employment contract and did not receive a bonus under our annual Incentive Cash Bonus Plan. In addition, Ms. Morrison received $17,000 as a separate bonus she earned as a result of her leasing team reaching certain goals with respect to achieving minimum overall occupancy rates, minimum renewal rates on leases expiring, and minimum average rental rate increases on existing leases renewed or new leases executed during the year. Under this plan for 2013, Ms. Morrison could receive up to $20,000 if the minimum targets were achieved, and then would receive an additional $1,000 for each percentage point achieved above the minimum target levels, up to a maximum total award of $35,000.

OUTSTANDING EQUITY AWARDS AT YEAR END 2013

The following table summarizes the number of securities underlying outstanding plan awards for the named executive officers in the year ended December 31, 2013:



Name	Option Awards			Share Awards
	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price	Option Expiration Date	Number of Shares or Units That Have Not Vested (#) (1)			Market Value of Shares or Units That Have Not Vested ($) (1) (2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)
Steven B. Tanger	—	—	—	—	24,000	(3	)	$	768,480
					57,600	(4	)	1,844,352
					86,400	(5	)	2,766,528
					115,200	(6	)	3,688,704
					120,000	(7	)	3,842,400
					72,000	(8	)	2,305,440
					439,996	(9	)	14,088,672
										72,000	(10	)	$	2,305,440
										37,333	(11	)	1,195,413

Frank C. Marchisello, Jr.	—	—	—	—	11,200	(3	)	$	358,624
					24,800	(4	)	794,096
					37,200	(5	)	1,191,144
					49,600	(6	)	1,588,192
					52,000	(7	)	1,665,040
					190,665	(9	)	6,105,093
										16,000	(11	)	$	512,320

Thomas E. McDonough	—	—	—	—	4,000	(12	)	$	128,080
					12,000	(5	)	384,240
					24,000	(6	)	768,480
					52,000	(7	)	1,665,040
										16,000	(11	)	$	512,320

Chad D. Perry	—	—	—	—	3,000	(13	)	$	96,060
					20,000	(7	)	640,400
										8,533	(11	)	$	273,237

Lisa J. Morrison	—	—	—	—	1,200	(3	)	$	38,424
					2,400	(4	)	76,848
					3,600	(5	)	115,272
					6,000	(6	)	192,120
					7,500	(7	)	240,150
					44,000	(9	)	1,408,880
										2,850	(11	)	$	91,257


(1)	Represents portion of restricted Common Shares that vest based on rendering service over a specific period of time.


(2)	Based on the closing price of our Common Shares on December 31, 2013 of $32.02.


(3)	Restricted Common Shares vest at a rate of 20% per year, with vesting dates on 2/28/2010, 2/28/2011, 2/28/2012, 2/28/2013 and 2/28/2014.


(4)	Restricted Common Shares vest at a rate of 20% per year, with vesting dates on 2/28/2011, 2/28/2012, 2/28/2013, 2/28/2014 and 2/28/2015.


(5)	Restricted Common Shares vest at a rate of 20% per year, with vesting dates on 2/28/2012, 2/28/2013, 2/28/2014, 2/28/2015 and 2/28/2016.


(6)	Restricted Common Shares vest at a rate of 20% per year, with vesting date on 2/28/2013, 2/28/2014, 2/28/2015, 2/28/2016 and 2/28/2017.


(7)	Restricted Common Shares vest at a rate of 20% per year, with vesting date on 2/28/2014, 2/28/2015, 2/28/2016, 2/28/2017 and 2/28/2018.


(8)	Restricted Common Shares vest at a rate of 20% per year, with vesting dates on 1/01/2013, 1/01/2014, 1/01/2015, 1/01/2016 and 1/01/2017.


(9)	Represents restricted Common Shares earned on December 31, 2013 from conversion of notional units and which will vest on December 31, 2014.


(10)	Restricted Common Shares vest at a rate of 20% per year, subject to satisfaction of performance criteria for the applicable year, with vesting dates, if earned, of 3/31/2013, 3/31/2014, 3/31/2015, 3/30/2016 and 3/31/2017.

(11)

Represents portion of restricted Common Shares that may be earned from the conversion of notional units under the 2013 OPP Plan assuming for purposes of this discussion that the Company achieves its threshold levels of absolute and relative share price appreciation over the three year performance period ending December 31, 2015. Restricted Common Shares earned will vest 50% on January 4, 2016 and 50% on January 3, 2017.


(12)	Restricted Common Shares vest at a rate of 20% per year, with vesting dates on 8/23/2011, 8/23/12/2012, 8/23/2013, 8/23/2014 and 8/23/2015.


(13)	Restricted Common Shares vest at a rate of 20% per year, with vesting dates on 12/12/2012, 12/12/2013, 12/12/2014, 12/12/2015 and 12/12/2016.

OPTION EXERCISES AND COMMON SHARES VESTED IN 2013

The following table summarizes the option exercises and the vesting of restricted Common Share awards for each of our named executive officers for the year ended December 31, 2013:



Name	Option Awards		Share Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($) (1)
Steven B. Tanger	—	—	165,600	$	5,244,264
Frank C. Marchisello, Jr.	—	—	58,400	2,069,696
Thomas E. McDonough	—	—	12,000	416,680
Chad D. Perry	—	—	1,000	32,040
Lisa J. Morrison	—	—	6,300	223,272


(1)	Amounts reflect the closing market price on the day prior to the vesting date in accordance with the terms of our Incentive Award Plan.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2013 with respect to compensation plans under which the Company’s equity securities are authorized for issuance:



Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights ⁽¹⁾	(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($)		(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans Excluding Securities Reflected in Column (a)
Equity compensation plans approved by security holders	1,415,219	$	24.13	3,140,128
Equity compensation plans not approved by security holders	—	—		—
Total	1,415,219	$	24.13	3,140,128

(1)

Includes 933,769 restricted Common Shares that were issued in January 2014 under the 2010 Multi-Year Performance Plan. Under the plan, we issued 382,000 notional units, net of notional units forfeited, which would convert into restricted Common Shares on a one-for one basis to one-for-three basis depending upon the amount by which the Company's Common Shares appreciated above a minimum level over a four year performance period ending December 31, 2013. Also includes 315,150 restricted Common Shares, the maximum amount of restricted Common Shares that may be issued under the 2013 OPP. Under the 2013 OPP, award recipients may earn up to an aggregate of 315,150 restricted Common Shares of the Company based on the Company’s absolute share price appreciation (or total return to shareholders) and its share price appreciation relative to its peer group, over a three year measurement period from January 1, 2013 through December 31, 2015. The weighted average exercise price in column (b) does not take these awards into account.


(2)	Represents Common Shares available for issuance under the Incentive Award Plan. As of December 31, 2013, under the Incentive Award Plan, the Company may award restricted Common Shares, performance awards, deferred shares and share payments.

Employment Contracts

The following summary sets forth the material terms of the employment contracts with the named executive officers in effect as of December 31, 2013.

On February 28, 2012, we entered into an amended and restated employment agreement with Steven B. Tanger. Pursuant to the employment agreement, Mr. Tanger shall continue to serve as President and Chief Executive Officer of the Company and, if elected or appointed, a member of the Board through January 1, 2017 (the period commencing on the Effective Date and ending on such date, the “Contract Term”). During 2012, Mr. Tanger will be paid an annual base salary of $800,000. Thereafter, beginning in 2013, Mr. Tanger's annual base salary will be determined by the Board, but may not, without Mr. Tanger's consent, be less than his annual base salary in the prior year. Mr. Tanger may also be eligible to receive an annual incentive bonus, including awards under the Company's Incentive Award Plan.

Pursuant to the employment agreement, the Company granted to Mr. Tanger certain equity awards on February 28, 2012. Such equity awards consist of (1) forty-five thousand (45,000) fully-vested Common Shares, (2) ninety thousand (90,000) restricted Common Shares subject to time vesting (“Time Vesting Shares”) and (3) ninety thousand (90,000) restricted Common Shares subject to performance vesting (“Performance Vesting Shares”). The Time Vesting Shares will vest, subject to Mr. Tanger's continued employment, at the rate of twenty percent (20%) per year with the first shares vesting on January 1, 2013 and an additional twenty percent (20%) vesting on each anniversary of the Effective Date thereafter until the Time Vesting Shares are fully vested. The Performance Vesting Shares will become vested in equal installments on the 90th day following the end of each of the five calendar years during the Contract Term (each, a “Performance Year”) if (A) Mr. Tanger remains in continuous employment through the last day of the Performance Year and (B) the Company's total shareholder return for such Performance Year is equal to or greater than eight percent (8%). Further, if any portion of the Performance Vesting Shares remains unvested as of the end of the fifth Performance Year, such shares will vest if the Company has attained a cumulative total shareholder return for the five Performance Years equal to or greater than forty percent (40%).

All unvested Time Vesting Shares will also fully vest upon termination of Mr. Tanger's employment due to death or Disability, as such term is defined in the employment agreement, his resignation for Good Reason, as defined in the agreement, termination by the Company of his employment other than for Cause, as defined in the employment agreement or the occurrence of a Change of Control, also as defined in the agreement. All unvested Performance Vesting Shares will also fully vest upon termination of Mr. Tanger's employment due to death or Disability or the occurrence of a Change of Control.

During the Contract Term and for ninety (90) days thereafter, the Company will also provide Mr. Tanger with term life insurance coverage under a policy or policies in the face amount of $5 million and, in the event of termination of employment prior to the end of the Contract Term (other than for Cause, as defined in the employment agreement, or without Good Reason, as defined in the employment agreement), the Company will pay to Mr. Tanger (or the relevant insurer) an amount equal to the premiums required to maintain such policy or policies through the end of the Contract Term.

If Mr. Tanger's employment is terminated without Cause or for Good Reason, Mr. Tanger will, subject to execution and non-revocation of a release in favor of the Company and its affiliates, receive (1) a lump sum payment equal to three-hundred percent (300%) of the sum of (a) his annual base salary and (b) the greater of (i) his annual bonus for the year immediately preceding the year of termination and (ii) the average of his annual bonuses, if any, earned in the three (3) years immediately preceding the year of termination, and (2) continued participation in the employee benefit plans of the Company or the Operating Partnership through the end of the Contract Term.

If Mr. Tanger's employment is terminated due to death or Disability, Mr. Tanger will receive (1) a lump sum payment equal to the amount of annual base salary to which he would have been entitled through the end of the Contact Term and (2) an amount equal to his annual bonus for the year of termination, prorated based on the number of days of employment in such year.

If Mr. Tanger's employment is terminated due to non-renewal of the Contract Term, Mr. Tanger shall continue to provide consulting services to the Company for one (1) year following the end of the Contract Term and shall continue to receive an amount equal to his annual base salary during such one (1)-year period as compensation for his services. In addition, upon such a termination, all outstanding share incentive awards held by Mr. Tanger that are not performance-based shall fully vest and all accrued and unvested dividends on Performance Vesting Shares shall fully vest and be paid in lump sum.

All payments and benefits due to Mr. Tanger under the agreement are subject to reduction to the extent necessary to avoid Federal excise tax on certain “excess parachute payments” under Section 4999 of the Code.

During the Contract Term and for a period of twenty-four (24) months thereafter (the “Restricted Period”), Mr. Tanger is generally prohibited from engaging in the management, development or construction of any outlet centers or competing retail commercial property or in any active or passive investment in property connected with an outlet center or a competing retail commercial property. Such prohibition, however, shall only apply after termination of employment with respect to properties that are within a fifty (50) mile radius of (1) any commercial property owned, leased or operated by the Company and/or related entities on the date of termination of Mr. Tanger's employment or (2) any commercial property which the Company and/or any related entity actively negotiated to acquire, lease or operate within the six (6)-month period prior to the date of termination of Mr. Tanger's employment. During the Restricted Period, Mr. Tanger will also be subject to certain restrictions on solicitation of employees and other service providers of the Company and/or related entities and solicitation of business partners and business affiliates of the Company and/or related entities.

Frank C. Marchisello, Jr. has a three-year employment contract originally effective January 1, 2004. Mr. Marchisello’s contract automatically extends for one additional year on January 1 of each year unless the executive’s employment is terminated, or we give written notice to the executive within 180 days prior to such January 1 that the contract term will not be automatically extended. The base salary provided for in Mr. Marchisello’s contract may be increased but not decreased each year. Mr. Marchisello is eligible to receive an annual incentive bonus based on performance criteria approved by the Company's Compensation Committee.

If Mr. Marchisello’s employment is terminated by reason of death or Disability, he or his estate will receive as additional compensation a lump sum payment in an amount equal to his annual base salary and a pro rata portion of the annual bonus earned for the contract year in which the termination occurs. Further, if Mr. Marchisello’s employment is terminated by us without Cause, or by Mr. Marchisello for Good Reason, as those terms are defined in the agreement, Mr. Marchisello will receive a severance payment in an amount equal to 300% of the sum of (a) his annual base salary for the current contract year and (b) the higher of (i) the prior year's annual bonus or (ii) the average annual bonus for the preceding three years, to be paid monthly over the succeeding 36 months subject to the limitations required to comply with Section 409A. Certain share based awards under our Incentive Award Plan are included in the calculation of the prior year’s annual bonus and average annual bonus.

Thomas E. McDonough entered into an employment agreement effective August 23, 2010 and expiring on December 31, 2013. Mr. McDonough's contract will be automatically extended for one additional year at the end of the initial term and for each year thereafter, unless either party gives written notice to the other party within 180 days prior to the end of the initial term or extended term that the contract term will not be automatically extended. Pursuant to the terms of the agreement, Mr. McDonough's annual base salary may not be less than $350,000. Mr. McDonough is eligible to receive an annual incentive bonus based on performance criteria approved by the Company's Compensation Committee.

If Mr. McDonough's employment is terminated by reason of death or Disability, he or his estate will receive as additional compensation a lump sum payment in an amount equal to his annual base salary and a pro rata portion of the annual bonus earned for the contract year in which the termination occurs. Further, if Mr. McDonough's employment is terminated by us without Cause, or by Mr. McDonough for Good Reason, as those terms are defined in the agreement, Mr. McDonough will receive a severance payment in an amount equal to 300% of the sum of (a) his annual base salary for the then-current contract year and (b) the average annual bonus for the preceding three years (or such shorter period if not employed for three years) to be paid monthly or bi-weekly over the succeeding 36 months subject to the limitations required to comply with Section 409A. Certain share based awards under our Incentive Award Plan are included in the calculation of the prior year’s annual bonus and average annual bonus.

Chad D. Perry entered into an employment agreement effective December 12, 2011 and expiring on December 31, 2014. Mr. Perry's contract will be automatically extended for one additional year at the end of the initial term and for each year thereafter, unless either party gives written notice to the other party within 180 days prior to the end of the initial term or extended term that the contract term will not be automatically extended. Pursuant to the terms of the agreement, Mr. Perry's annual base salary may not be less than $350,000. Mr. Perry is eligible to receive an annual incentive bonus based on performance criteria approved by the Company's Compensation Committee.

If Mr. Perry's employment is terminated by reason of death or Disability, he or his estate will receive as additional compensation a lump sum payment in an amount equal to his annual base salary and a pro rata portion of the annual bonus earned for the contract year in which the termination occurs. Further, if Mr. Perry's employment is terminated by us without Cause, or by Mr. Perry for Good Reason, as those terms are defined in the agreement, Mr. Perry will receive a severance payment in an amount equal to 300% of the sum of (a) his annual base salary for the then-current contract year and (b) the average annual bonus for the preceding three years (or such shorter period if not employed for three years) to be paid monthly or bi-weekly over the succeeding 36 months subject to the limitations required to comply with Section 409A. Certain share

based awards under our Incentive Award Plan are included in the calculation of the prior year’s annual bonus and average annual bonus.

Lisa J. Morrison has a three year employment contract originally effective January 1, 2008. Ms. Morrison’s contract automatically extends for one additional year at the end of the initial term and for each year thereafter, unless the executive’s employment is terminated, or either we or the executive give written notice within 180 days prior to end of the initial term or extended term that the contract term will not be automatically extended. During the initial term, Ms. Morrison’s base salary may not be less than $231,500. In addition to her base salary, for the contract year beginning January 1, 2008 and, if approved by the Company’s Board of Directors, for each contract year thereafter, Ms. Morrison will be paid an annual bonus in an amount equal to the lesser of (i) her base salary in effect on the last day of such contract year and (ii) an amount equal to nine and sixteen one- hundredths percent (9.16%) of the total commissions earned by our employees who are leasing representatives with respect to that contract year computed as a percentage of average annual tenant rents (net of tenant allowances) in accordance with the Company’s leasing team bonus plan in effect for that contract year. If the amount determined under clause (ii) is greater than 100% of Ms. Morrison's annual base salary, such excess amount will be carried over to the next succeeding contract year, subject to Ms. Morrison's continued employment though December 31 of such succeeding contract year. Ms. Morrison will receive the higher of the bonus determined under her employment contract and the bonus determined pursuant to the Company's annual bonus plan.

If Ms. Morrison's employment is terminated by reason of death or Disability, she or her estate will receive as additional compensation a lump-sum payment in an amount equal to half of her annual base salary and a pro rata portion of the annual bonus earned for the contract year in which the termination occurs. Further, if the employment of the executive is terminated by us without Cause, or by the executive for Good Reason, as those terms are defined in her agreements, the terminated executive will receive a severance payment in an amount equal to the sum of (a) 100% of her annual base salary for the current contract year, and (b) her average annual bonus for the three consecutive contract years immediately preceding the contract year in which the termination occurs, to be paid monthly over the succeeding 12 months subject to the limitations required to comply with Section 409A.

During the term of Mr. Marchisello’s employment and for a period of one year thereafter (three years if he receives the 300% severance payment described above), Mr. Marchisello is prohibited from engaging directly or indirectly in any aspect of the outlet business within a 50 mile radius of the site of any commercial property owned, leased or operated by us as of the date of Mr. Marchisello's employment termination or within a 50 mile radius of any commercial property that we negotiated to acquire, lease or operate within the six month period prior to Mr. Marchisello's employment termination.

During the terms of employment for Mr. McDonough, Mr. Perry and Ms. Morrison, and for a period of one year thereafter (180 days for Ms. Morrison) if the executive's employment is terminated by us for Cause or by the executive without Good Reason (or three years for Mr. McDonough and Mr. Perry, one year for Ms. Morrison, if the executive receives severance due to a termination by the Company without Cause or by the executive for Good Reason), the executive is prohibited from (a) engaging in any activities involving developing or operating an outlet shopping facility within a radius of 50 miles of any retail shopping facility owned, (with an effective ownership interest of 50% or more) or operated by the Company within the 365-day period ending on the date of termination of the executive's employment, (b) engaging in any activities involving developing or operating an outlet shopping facility within a radius of 50 miles of any site that, within the 365-day period ending on the date of termination of the executive's employment, the Company or its affiliate negotiated to acquire and/or lease for the development or operation of a retail shopping facility or (c) engaging in any activities involving developing or operating any other type of retail shopping facility (or, in the case of Ms. Morrison, any full price retail shopping facility) within a radius of 5 miles of any retail shopping facility (or, in the case of Ms. Morrison, any full price retail shopping facility) that, within the 365-day period ending on the date of the termination of the executive's employment, was (i) under development by the Company or its affiliate; (ii) owned (with an effective ownership interest of 50% or more), directly or indirectly, by the Company; or (iii) operated by the Company.

Mr. Tanger and Mr. Marchisello are employed and compensated by both the Operating Partnership and the Company. The Compensation Committee believes that the allocation of such persons' compensation between the Company and the Operating Partnership reflects the services provided by such persons with respect to each entity. All other employees are employed solely by the Operating Partnership.

Potential Payments on Termination or Change in Control

The table below reflects the amount of compensation payable to each of our named executive officers in the event of a termination of such executive’s employment. In particular, the table below sets forth the amount of compensation payable to each named executive officer in connection with each of the following different types of termination of employment: (1) termination by the Company without Cause or by the executive for Good Reason, (2) termination by the Company without Cause or by the executive for Good Reason following a Change in Control, (3) termination as a result of death, (4) termination as a result of Disability, and (5) termination by the Company for Cause or by the executive without Good Reason.

The terms “Cause”, “Change in Control”, “Good Reason” and “Disability” as defined in the employment contracts of Mr. Tanger and Mr. Marchisello in effect as of December 31, 2013 are generally as stated below:

“Cause” - The Operating Partnership or, as applicable, the Company shall have “Cause” to terminate the executive's employment upon the executive’s (i) causing material harm to the Operating Partnership or, as applicable, the Company through a material act of dishonesty in the performance of his duties, (ii) conviction of a felony involving moral turpitude, fraud or embezzlement, or (iii) willful failure to perform his material duties (other than a failure due to disability) after written notice and a reasonable opportunity to cure.

“Change in Control” - shall mean (A) the sale, lease, exchange or other transfer (other than pursuant to internal reorganization) by the Company or the Operating Partnership of more than 50% of its assets to a single purchaser or to a group of associated purchasers; (B) a merger, consolidation or similar transaction in which the Company or the Operating Partnership does not survive as an independent, publicly owned corporation or the Company ceases to be the sole general partner of the Operating Partnership; or (C) the acquisition of securities of the Company or the Operating Partnership in one or a related series of transactions (other than pursuant to an internal reorganization) by a single purchaser or a group of associated purchasers (other than the executive or any of his lineal descendants, lineal ancestors or siblings) which results in their ownership of twenty-five (25%) percent or more of the number of Common Shares (treating any Operating Partnership Units or Preferred Shares acquired by such purchaser or purchasers as if they had been converted to Common Shares) that would be outstanding if all of the Operating Partnership Units and Preferred Shares were converted into Common Shares; (D) a merger involving the Company if, immediately following the merger, the holders of the Company's shares immediately prior to the merger own less than fifty percent (50%) of the surviving company's outstanding shares having unlimited voting rights or less than fifty percent (50%) of the value of all of the surviving company's outstanding shares; or (E) a majority of the members of the Operating Partnership’s or, as applicable, the Company's Board of Directors are replaced during any twelve month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.

“Good Reason” - The executive shall have Good Reason to terminate his employment upon the occurrence of any of the following events:


•	any material adverse change in job titles, duties, responsibilities, perquisites, or authority without his consent;


•	if, after a Change in Control, either (i) the principal duties of the executive are required to be performed at a location other than the Greensboro, North Carolina metropolitan area (in the case of Mr. Tanger, Greensboro, North Carolina and Miami, Florida) without his consent or (ii) in the case of Mr. Tanger, the executive no longer reports directly to the Board of Directors;


•	a material breach of the employment agreement by the Operating Partnership or, as applicable, the Company, including without limitation, the failure to pay compensation or benefits when due if such failure is not cured within 30 days after written demand for payment thereof;


•	the executive’s election to terminate employment within the 180 day period following a Change in Control; or


•	in the case of Mr. Tanger, if the executive is removed, or is not re-elected as a Director of the Company.

“Disability” - shall mean the absence of the executive from the executive's duties to the Operating Partnership and/or, as applicable, the Company on a full-time basis for a total of 16 consecutive weeks during any 12 month period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Operating Partnership or, as applicable, the Company and acceptable to the executive or the executive's legal representative.

The terms “Cause”, “Change of Control”, “Good Reason” and “Disability” as defined in the employment contracts of Mr. McDonough and Mr. Perry, are generally as stated below:

“Cause” The Operating Partnership shall have "Cause" to terminate executive's employment upon (i) executive causing material harm to the Operating Partnership through a material act of dishonesty in the performance of his duties hereunder, (ii) his conviction of a felony involving moral turpitude, fraud or embezzlement, or (iii) his willful failure to perform his material duties under this Agreement (other than a failure due to disability) after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if his failure to perform is not of a type requiring a single action to cure fully, that he may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion).

“Change of Control” shall mean (A) the sale, lease, exchange or other transfer (other than pursuant to internal reorganization) by the Operating Partnership or Company of more than 50% of its assets to a single purchaser or to a group of associated purchasers; (B) a merger, consolidation or similar transaction in which the Company or the Operating Partnership does not survive as an independent, publicly owned corporation or the Company or an entity wholly owned by the Company ceases to be the sole general partner of the Operating Partnership; or (C) the acquisition of securities of the Company or the Operating Partnership in one or a related series of transactions (other than pursuant to an internal reorganization) by a single purchaser or a group of associated purchasers (other than executive or any of his lineal descendants, lineal ancestors or siblings) which results in their ownership of twenty-five (25%) percent or more of the number of Common Shares of the Company (treating any Partnership Units or Preferred Shares acquired by such purchaser or purchasers as if they had been converted to Common Shares) that would be outstanding if all of the Partnership Units and Preferred Shares were converted into Common Shares; (D) a merger involving the Company if, immediately following the merger, the holders of the Company's shares immediately prior to the merger own less than fifty (50%) of the surviving company's outstanding shares having unlimited voting rights or less than fifty percent (50%) of the value of all of the surviving company's outstanding shares; or (E) a majority of the members of the Operating Partnership's Board of Directors are replaced during any twelve month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.

“Good Reason” Executive shall have Good Reason to terminate his employment upon the occurrence of any of the following events: (i) any material adverse change in his job titles, duties, responsibilities, perquisites, or authority without his consent; (ii) if, after a Change of Control, any of the principal duties of executive are required to be performed at a location other than the Greensboro, North Carolina metropolitan area without his consent; (iii) a material breach of the employment agreement by the Operating Partnership, including without limitation, the failure to pay compensation or benefits when due hereunder if such failure is not cured within 30 days after delivery to the Operating Partnership of executive's written demand for payment thereof; or (iv) if executive elects to terminate his employment by written notice to the Operating Partnership within the 180 day period following a Change of Control.

“Disability” shall mean the absence of executive from executive's duties to the Operating Partnership on a full-time basis for a total of 16 consecutive weeks during any 12 month period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Operating Partnership and acceptable to executive or executive's legal representative (such agreement as to acceptability not to be withheld unreasonably).

The terms “Cause”, “Change in Control”, “Good Reason” and “Disability” as defined in the employment contract of Ms. Morrison, are generally as stated below:

“Cause” - The Operating Partnership shall have “Cause” to terminate the executive's employment upon (i) the Operating Partnership's determination that the executive has embezzled money or property, (ii) the executive's willful refusal to perform reasonable duties incident to her employment after ten (10) days' written notice to the executive from the Chief Executive Officer, Chief Operating Officer or Board of Directors of the specific duties to be performed or (iii) conviction of a felony that, in the judgment of the Board of Directors, adversely affects the business or reputation of the Company.

“Change in Control” - shall mean (A) the sale, lease, exchange or other transfer (other than pursuant to internal reorganization) by the Operating Partnership or the Company of more than fifty percent of the total gross fair market value of its assets to a single purchaser or to a group of associated purchasers; (B) the acquisition of securities of the Company or the Operating Partnership in one or a related series of transactions (other than pursuant to an internal reorganization) by a single purchaser or a group of associated purchasers (other than executive or any of her lineal descendants, lineal ancestors or siblings) which results in their ownership of fifty percent or more of the Common Shares (treating any Operating Partnership Units or Preferred Shares acquired by such purchaser or purchasers as if they had been converted to Common Shares) that would be outstanding if all of the Operating Partnership Units and Preferred Shares were converted into Common Shares; or (C) a majority of the members of the Operating Partnership’s Board of Directors are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.

“Good Reason” – Ms. Morrison shall have Good Reason to terminate her employment upon any of the following events:


•	the Operating Partnership materially fails to make payment of amounts due to her under the employment agreement;


•	the Operating Partnership commits a material breach of its obligations under the employment agreement;

•

the principal duties of Ms. Morrison are required to be performed at a location other than the Greensboro, North Carolina metropolitan area without her consent following the occurrence of (A) a Change in Control, (B) a merger, consolidation or similar transaction in which the Company or the Operating Partnership does not survive as an independent, publicly owned corporation or the Company or an entity wholly owned by the Company ceases to be the sole general partner of the Operating Partnership, or (C) a merger involving the Company if, immediately following the merger, the holders of the Company’s shares immediately prior to the merger own less than fifty percent of the surviving company’s outstanding shares having unlimited voting rights or less than fifty percent of the value of all of the surviving company’s outstanding shares.

“Disability” - shall mean Ms. Morrison’s inability, due to a physical or mental illness that is expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, to perform any of the material duties assigned to her by the Operating Partnership for a period of ninety (90) days or more within any twelve consecutive calendar months.

The employment contracts of the NEOs other than Mr. Tanger consider a Change in Control as a reason for an executive to terminate his or her employment, and thus would entitle him or her to certain severance benefits. In addition, for purposes of the table below, however, we consider the caption representing the termination by the Company without Cause or by the executive for Good Reason to exclude an event of a Change in Control. In addition, any severance benefits or additional compensation that these executives are eligible to receive upon termination will be reduced to the extent necessary to prevent the executive from having any liability for the federal excise tax levied on certain “excess parachute payments” under section 4999 of the Code. The amounts shown in the table below are the maximum amounts the executives would be eligible to receive upon termination assuming no such reduction in compensation or benefits would be required.

The amounts shown below assume that such termination was effective December 31, 2013, and thus amounts earned through such time are estimates of the amounts that would be paid out to the executives upon termination. The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company and/or the Operating Partnership.



Name	Cash Severance Payment ($)(1)		Share Awards ($)(2)		Continuation of Benefits ($)(3)		All Other Comp. ($)(4)		Total ($)
Steven B. Tanger
Without Cause or For Good Reason	$	6,150,071	$	29,686,936	$	17,287	$	133,308	$	35,987,602
Change in Control	6,150,071		31,992,376		17,287		133,308		38,293,042
Death	3,560,000		31,992,376		—		—		35,552,376
Disability	3,560,000		31,992,376		—		133,308		35,685,684
For Cause or without Good Reason	—		—		—		—		—
Frank C. Marchisello, Jr.
Without Cause or For Good Reason	$	9,438,669	$	11,892,854	$	—	$	—	$	21,331,523
Change in Control	9,438,669		11,892,854		—		—		21,331,523
Death or Disability	920,485		11,892,854		—		—		12,813,339
For Cause or without Good Reason	—		—		—		—		—
Thomas E. McDonough
Without Cause or For Good Reason	$	3,313,431	$	2,945,840	$	—	$	—	$	6,259,271
Change in Control	3,313,431		2,945,840		—		—		6,259,271
Death or Disability	842,851		2,945,840		—		—		3,788,691
For Cause or without Good Reason	—		—		—		—		—
Chad D. Perry
Without Cause or For Good Reason	$	2,636,055	$	736,460	$	—	$	—	$	3,372,515
Change in Control	2,636,055		736,460		—		—		3,372,515
Death or Disability	794,500		736,460		—		—		1,530,960
For Cause or without Good Reason	—		—		—		—		—
Lisa J. Morrison
Without Cause or For Good Reason	$	558,728	$	2,115,694	$	—	$	—	$	2,674,422
Change in Control	558,728		2,115,694		—		—		2,674,422
Death or Disability	398,300		2,115,694		—		—		2,513,994
For Cause or without Good Reason	—		—		—		—		—


(1)	The terms of the cash severance payments due each officer under each scenario are more fully described elsewhere in this Proxy Statement under the caption “Employment Contracts.”

(2)

Amounts shown in this column include (1) the value of restricted Common Shares which were unvested at December 31, 2013 and that would immediately vest upon termination of employment, (2) the value of restricted Common Shares that were earned from the conversion of notional units under the 2010 Multi-Year Performance Award Plan based on the performance achieved over the four year performance period ended December 31, 2013 and (3) accrued dividends that would have been earned had the restricted Common shares earned under the 2010 Multi-Year Performance Award Plan been issued at the beginning of the performance period. The shares earned under the 2010 Multi-Year Performance Award Plan were issued, and the related accrued dividends paid, in January 2014. The value of the restricted Common Shares is based on the closing price of our Common Shares on December 31, 2013 of $32.02. This column excludes the value of restricted Common Shares that may be earned under the 2013 OPP Plan as no shares would have been earned under the plan assuming the Company's share price at of the end of the three year performance period is equivalent the share price as of December 31, 2013.


(3)	Includes estimated costs of continuation of benefits for the remainder of Mr. Tanger’s employment contract for group medical and dental coverage, disability insurance and life insurance premiums on $100,000 of coverage.


(4)	Represents estimated premiums on term life insurance policies for Mr. Tanger to be paid for the remainder of his employment contract.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of March 1, 2014, or such other date as indicated in the notes thereto, available to us with respect to our Common Shares, and of units of partnership interests in the Operating Partnership (referred to as the “Units”) (i) held by those persons known by us to be the beneficial owners (as determined under the rules of the SEC) of more than 5% of such shares, (ii) held individually by the directors and our named executive officers identified elsewhere in this Proxy Statement, and (iii) held by our directors and all of our executive officers as a group.



	Number of Common Shares Beneficially Owned ⁽¹⁾	Percent of All Common Shares	Number of Common Shares Receivable Upon Exchange of Units Beneficially Owned ⁽²⁾	Percent of All Common Shares (including upon exchange of such owner's Units)
Steven B. Tanger ⁽³⁾ Tanger Factory Outlet Centers, Inc. 3200 Northline Avenue, Suite 360 Greensboro, NC 27408	954,796	1.0%	2,907,316	3.9%
The Vanguard Group ⁽⁴⁾ Vanguard REIT Index Fund 100 Vanguard Blvd. Malvern, PA 19355	12,435,500	13.0%	—	13.0%
BlackRock, Inc. ⁽⁵⁾ 40 East 52nd Street New York, NY 10022	10,019,770	10.5%	—	10.5%
FMR LLC ⁽⁶⁾ 245 Summer Street Boston, MA 02210	6,917,551	7.2%	—	7.2%
Stichting Pensioenfonds ABP ⁽⁷⁾ APG Asset Management US, Inc. 666 Third Avenue, 2nd Floor New York, NY 10017 APG Group APG All Pensions Group NV Symphony Building PO Box 75283, 1070 AG Amsterdam Gustav Mahlerplein 3 1082 MS Amsterdam The Netherlands	6,862,694	7.2%	—	7.2%
Cohen & Steers, Inc.⁽⁸⁾ Cohen & Steers Capital Management, Inc. Cohen & Steers UK Ltd 280 Park Avenue, 10th Floor New York, NY 10017	4,985,686	5.2%	—	5.2%
Jack Africk	170,596	*	—	*
William G. Benton	72,585	*	—	*
Bridget Ryan Berman	30,096	*	—	*
Donald G. Drapkin	22,586	*	—	*
Thomas J. Reddin	22,144	*	—	*
Thomas E. Robinson	58,617	*	—	*
Allan L. Schuman ⁽⁹⁾	51,096	*	—	*
Frank C. Marchisello, Jr.	506,269	*	—	*
Thomas E. McDonough	164,539	*	—	*
Chad D. Perry	44,250	*	—	*
Lisa J. Morrison	72,604	*	—	*
Directors and Executive Officers as a Group (16 persons) ⁽¹⁰⁾	2,419,006	2.5%	2,907,316	5.4%

* Less than 1%


(1)	The ownership of Common Shares reported herein is based upon filings with the SEC and is subject to confirmation by us that such ownership did not violate the ownership restrictions in the Company’s Articles of Incorporation.


(2)	Represents Common Shares that may be acquired upon the exchange of Units beneficially owned. Each exchangeable Unit of the Operating Partnership may be exchanged for one of our Common Shares.

(3)

Includes 2,907,316 Units the Operating Partnership held by Tango 7, LLC. Mr. Tanger holds, directly and indirectly, all of the ownership interests in Tango 7, LLC and has sole voting and dispositive power of all such Common Shares and Units held by this entity. The Units of the Operating Partnership held by Tango 7, LLC are exchangeable into 2,907,316 Common Shares of the Company. Excludes 1,553,462 Common Shares and 599,996 Units of the Operating Partnership exchangeable into 599,996 Common Shares of the Company, which are held in various trusts of which Mr. Tanger is a beneficiary, but is not the trustee and does not otherwise have investment or voting control with respect to the securities held by such trusts.

(4)

We have received copies of a Schedule 13G/A as filed with the SEC by The Vanguard Group, Inc. (referred to as "Vanguard") and a Schedule 13G/A filed February 4, 2014 by Vanguard REIT Index Fund (referred to as "REIT Fund"), a client of Vanguard, reporting ownership of these shares as of December 31, 2013. As reported by Vanguard in its 13G/A, (i) Vanguard has sole dispositive power for 12,301,806 of such shares, which includes shares owned by REIT Fund, and shared dispositive power for 133,694 of such shares, and (ii) Vanguard has sole voting power for 178,392 of such shares and shared voting power for 61,300 of such shares. As reported by REIT Fund in its Schedule 13G/A, REIT Fund has sole voting power for 6,392,068 of such shares.


(5)	We have received a copy of Schedule 13G/A as filed with the SEC by BlackRock, Inc. reporting ownership of these shares as of December 31, 2013. As reported in said Schedule 13G/A, Blackrock has sole dispositive power for all 10,019,770 such shares and sole voting power for 9,676,630 of such shares.


(6)	We have received a copy of Schedule 13G/A as filed with the SEC by FMR LLC (referred to as “FMR”) and Edward C. Johnson 3rd reporting ownership of these shares as of December 31, 2013. As reported in the cover pages of said Schedule 13G/A, FMR and Edward C. Johnson 3rd have sole dispositive power for all such shares, and FMR has sole voting power for 593,471 of such shares.

(7)

We have received copies of separate Schedules 13G as filed with the SEC by (i) APG Group and APG All Pensions Group NV (referred to as "APG NV") and (ii) APG Asset Management US, Inc. (referred to as "APG US") and Stichting Pensioenfonds ABP (referred to as “Stichting”), reporting ownership of these shares as of December 31, 2013. As reported by APG US and Stichting in their Schedule 13G, APG US and Stichting each have sole dispositive and voting power for all such shares, which shares include those reported by APG Group and APG NV in their respective Schedule 13G by virtue of Stichting's ownership of APG US, APG Group, and APG NV. As reported by APG Group and APG NV in their Schedule 13G, APG Group and APG NV each have sole dispositive and voting power for all such shares. APG NV is the exclusive investment manager with the power to vote and make all investment decisions for all such shares. APG NV has delegated its investment and voting power with respect to these shares to APG US.

(8)

We have received a copy of Schedule 13G/A as filed with the SEC by Cohen & Steers, Inc. (referred to as “Cohen Inc.”), Cohen & Steers Capital Management, Inc. (referred to as “Cohen CM”) and Cohen & Steers UK Limited (referred to as “Cohen UK”) reporting ownership of these shares as of December 31, 2013. As reported in said Schedule 13G/A, Cohen Inc. has sole dispositive power for all such shares and sole voting power for 3,944,837 of such shares, Cohen CM has sole voting power for 3,839,056 of such shares and sole dispositive power for 4,812,469 of such shares, and Cohen UK has sole voting power for 105,781 such shares and sole dispositive power for 173,217 such shares.


(9)	Includes 12,000 options to purchase our Common Shares exercisable within 60 days.


(10)	Includes 12,000 Common Shares which may be acquired upon the exercise of options to purchase Common Shares exercisable within 60 days and also includes 2,907,316 Common Shares which may be acquired upon exchange of 2,907,316 Units of TPLP. Includes 38,237 Common Shares which have been pledged as security for certain personal loans. None of such shares are pledged by any Director or NEO.