TANGER INC.
For the period ended May 8, 2026. Filed Mar 26, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2026 · Filed Mar 26, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | |
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Messages to Stockholders
Dear Fellow Shareholders:
On behalf of the Board of Directors and the entire leadership team, I cordially invite you to attend Tanger’s 2026 Annual Meeting of Shareholders, which will be held virtually beginning at 10:00 am Eastern Time on Friday, May 8, 2026.
At the 2026 Annual Meeting, several changes will occur to the Tanger Board of Directors, as part of our ongoing refreshment initiatives. After 40 years of leadership, former CEO Steven B. Tanger will retire from his role as Non-Executive Chair of the Board and assume the title of Chair Emeritus. Mr. Tanger’s impact on the Company has been immeasurable, and we are deeply grateful for his leadership and insight. We look forward to having him continue in this new, advisory role.
At Mr. Tanger’s retirement, Luis Ubiñas will become Non-Executive Chair of the Board. My fellow director since 2019, Mr. Ubiñas has become a trusted voice for public and private companies through decades of board and advisory experience, and we look forward to his leadership and contributions as our Chair.
I also will conclude my service as Lead Independent Director at that time, while remaining a member of the Board. It has been my honor to work alongside this innovative and highly qualified team of executives and directors who dedicate their time and talent to the Company’s governance. Under the Board’s oversight, Tanger continued to generate value for its stakeholders in 2025 by delivering operational outperformance and revenue growth, as well as strengthening its balance sheet – positioning the company for continued performance and long-term growth.
Please review the Proxy Statement and our 2025 Annual Report carefully. They contain important information regarding the company’s results, details about the matters to be considered during the Annual Meeting, and instructions on how to vote your shares. The Board unanimously asks for your support on the matters described in this Proxy Statement, so that we can continue to produce positive results and increase long-term shareholder value. Your vote is important to us, and we encourage you to vote as soon as possible.
Thank you for your investment and confidence in Tanger.
Bridget M. Ryan-Berman
Lead Independent Director
Leading the talented and dedicated team members who have delivered on Tanger’s mission has been one of the greatest honors of my life. I am deeply grateful to our Board and Executive team for ensuring we continue to fulfill our number one priority—delivering value to our shoppers, retail partners, and shareholders. I’m grateful to you, our shareholders, for your ongoing support and trust in the foundation we built for Tanger and the incredible company it is today.Steven B. TangerNon-Executive Chair of the Board
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Notice of Annual Meetingof Shareholders
DATE AND TIMEMay 8, 2026 (Friday) 10:00 AM(Eastern Time)
LOCATIONThe Annual Meeting will be heldonline at meetnow.global/M5S9AT7
WHO CAN VOTEShareholders as of March 11, 2026are entitled to vote
How to Vote
ONLINEwww.envisionreports.com/SKT
BY PHONE1-800-652-VOTE (8683)
BY MAILFill out your proxy card anddrop in the mail in the enclosedpostage paid envelope
QR CODEUse your smartphone or tabletto scan the QR Code
YOUR VOTE IS IMPORTANT TO US. Whether or not you plan to attend the 2026 annual meeting of the shareholders (the “Annual Meeting”) of Tanger Inc. (“Tanger”, the “Company”, “we” or “us”), we urge you to vote your shares as soon as possible. This will not prevent you from voting your shares during the Annual Meeting if you subsequently choose to attend the Annual Meeting online and wish to change your vote.
| Voting Items | ||
|---|---|---|
| 1 | To elect the eight director nominees named in the attached Proxy Statement for a term of office expiring at the 2027 Annual Meeting of Shareholders | |
| Recommendations | ||
| 2 | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 | |
| Recommendations | ||
| 3 | To approve, on an advisory (non-binding) basis, named executive officer compensation | |
| Recommendations | ||
We will also transact such other business as may properly come before the Annual Meeting or any postponement(s), continuation(s) or adjournment(s) thereof.
Only common shareholders of record at the close of business on March 11, 2026 will be entitled to vote at the Annual Meeting or any postponement(s), continuation(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.
Sincerely,
STEPHEN YALOF
PRESIDENT & CHIEF EXECUTIVE OFFICER
March 26, 2026
If your shares are held by a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee to have your shares voted.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL SHAREHOLDER MEETING TO BE HELD ON FRIDAY, MAY 8, 2026.This Proxy Statement and our Annual Report for the year ended December 31, 2025 (the “Annual Report”) to Shareholders are available at www.envisionreports.com/SKT.
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Notice of Annual Meeting of Shareholders
Forward-Looking Statements
Certain statements in the Proxy Summary and the Proxy Statement contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements are generally identifiable by use of the words “anticipate,” “believe,” “can,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions that do not report historical matters, and describe or reflect our plans, strategies, beliefs and expectations, including as to future financial results, access to, and costs of, capital, liquidity, cash flows, dividend payments and long-term growth.
Forward-looking statements are not guarantees of future performance and involve estimates, projections, forecasts and assumptions, including as to matters that are subject to change or not within our control, and are subject to risks and uncertainties that could materially affect our actual results, performance or achievements. Such risks and uncertainties, include or relate to, without limitation: risks associated with general economic and financial conditions, including inflationary pressures and recessionary fears; newly imposed and potentially additional U.S. tariffs and responsive non-U.S. tariffs; increased capital costs and capital markets volatility; increases in unemployment and reduced consumer confidence and spending; risks related to our ability to develop new retail centers or expand existing retail centers successfully; risks related to the financial performance and market value of our retail centers and the potential for reductions in asset valuations and related impairment charges; our dependence on rental income from real property; the relative illiquidity of real property investments; failure of our acquisitions or dispositions of retail centers to achieve anticipated results; competition for the acquisition and development of retail centers, and our inability to complete the acquisitions of retail centers we may identify; competition for tenants with competing retail centers and our inability to execute leases with tenants on terms consistent with our expectations; the diversification of our tenant mix and our entry into the operation of full price retail may not achieve our expected results; risks associated with environmental regulations; risks associated with possible terrorist activity or other acts or threats of violence and threats to public safety; risks related to international military conflicts, international trade disputes and foreign currency volatility; the fact that certain of our leases include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration; our dependence on the results of operations of our retailers and their bankruptcy, early termination or closing could adversely affect us; the impact of geopolitical conflicts; the immediate and long-term impact of the outbreak of a highly infectious or contagious disease on our tenants and on our business (including the impact of actions taken to contain the outbreak or mitigate its impact); the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to climate change; risks related to uninsured losses; the risk that consumer, travel, shopping and spending habits may change; risks associated with our Canadian investments; risks associated with attracting and retaining key personnel; risks associated with debt financing; risks associated with our guarantees of debt for, or other support we may provide to, joint venture properties; the effectiveness of our interest rate hedging arrangements; our potential failure to qualify as a Real Estate Investment Trust (“REIT”); our legal obligation to pay dividends to our shareholders; legislative or regulatory actions that could adversely affect our shareholders, our dependence on distributions from Tanger Properties Limited Partnership to meet our financial obligations, including dividends; risks of costs and disruptions from cyber-attacks or acts of cyber-terrorism on our information systems or on third party systems that we use; unanticipated threats to our business from changes in information and other technologies, including artificial intelligence; and the uncertainties of costs to comply with regulatory changes. We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements in the Proxy Summary and the Proxy Statement are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.
Please refer to the documents filed by us with the Securities and Exchange Commission (the “SEC”), including specifically the “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2025, and our other filings with the SEC, which identify additional factors that could cause actual results to differ from those contained in forward-looking statements. Except as required by applicable law, we assume no, and expressly disclaim any, obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.