DEF: Tanger Inc. Announces 2025 Annual Meeting and Board Updates

Tanger Inc. invites shareholders to its 2025 Annual Meeting, highlighting board refreshment and key performance achievements.

Summary

• Tanger Inc. will hold its 2025 Annual Meeting of Shareholders virtually on May 9, 2025.
• Sonia Syngal, former GAP CEO, joined the Board as an independent director in 2024.
• David Henry will retire from the Board at the Annual Meeting after nine years of service.
• In 2024, Tanger delivered a 28% total shareholder return, outperforming retail REITs, the REIT industry, and the broad market.
• The company increased dividends by 12% to $1.085 per share in 2024.
• Net income available to common shareholders was $0.88 per share, or $98.6 million, for 2024.
• Core FFO available to common shareholders was $2.13 per share, or $247 million, for 2024.
• Same Center NOI increased to $333.4 million in 2024 from $317.2 million in 2023.
• Occupancy was 98% for the consolidated portfolio as of December 31, 2024.
• Average tenant sales were $444 per square foot for the total portfolio in 2024, a 1.8% increase.
• Net Debt to Adjusted EBITDAre was 4.8x for the twelve months ended December 31, 2024.
• The company sold 3.4 million shares at a weighted average price of $34.34 per share, generating gross proceeds of $115.9 million in 2024.
• As of December 31, 2024, consolidated outstanding debt was approximately $1.6 billion.
• The company entered into amendments to its unsecured lines of credit, increasing borrowing capacity to $620 million and extending the maturity date to April 12, 2028.
• The Board recommends voting FOR the election of director nominees, ratification of Deloitte & Touche LLP, and approval of executive compensation.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial performance and strategic initiatives. While risks are acknowledged, the overall tone is optimistic and confident.

Positives

• Strong shareholder return of 28% in 2024.
• Increased dividends by 12%.
• Growth in Core FFO and Same Center NOI.
• High occupancy rate of 98%.
• Improved Net Debt to Adjusted EBITDAre ratio.
• Increased borrowing capacity and extended debt maturity.
• Addition of Sonia Syngal to the Board brings significant retail expertise.
• High approval rate (96.8%) for the 2024 advisory executive compensation say-on-pay vote.

Negatives

• Net income available to common shareholders decreased slightly from $0.92 per share in 2023 to $0.88 per share in 2024.

Risks

• The document references forward-looking statements and lists numerous risks and uncertainties that could affect actual results, including economic conditions, competition, and regulatory changes.
• Risks related to macroeconomic conditions, including rising interest rates and inflation, on tenants and on the business.
• Dependence on rental income from real property and the results of operations of retailers.
• Potential failure to qualify as a Real Estate Investment Trust (REIT).

Future Outlook

The company aims to grow value for stakeholders by enhancing platform capabilities and elevating the shopping experience.

Management Comments

• Tanger is committed to operating with integrity and serving the best interests of its shareholders.
• The Board has continued to deliver value to stakeholders by executing its business strategy, which includes enhancing platform capabilities, elevating the shopping experience at its centers, and broadening its consumer base.

Industry Context

The company operates in the retail REIT sector, focusing on outlet and open-air centers, and competes with other retail-focused REITs for tenants, investors, and talent.

Comparison to Industry Standards

• Tanger's 28% total shareholder return outperformed retail REITs, the REIT industry, and the broad market.
• The company benchmarks its executive compensation against a peer group of retail-focused REITs, including Federal Realty Investment Trust, NNN REIT, Inc., and Kite Realty Group Trust.
• The company's performance is measured against the FTSE NAREIT Retail Index for relative TSR in its performance share plan.

Management Changes

Related Party Transactions

• Non-Company LPs, primarily descendants of the founder, received distributions of earnings from the Operating Partnership totaling $5.0 million in 2024.

Stakeholder Impact

• Shareholders benefit from increased dividends and strong total shareholder return.
• Retail partners benefit from the company's efforts to enhance platform capabilities and elevate the shopping experience.
• Employee team members benefit from the company's commitment to corporate responsibility and sustainability.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the Proxy Statement.
• The company will continue to execute its business strategy to grow value for stakeholders.
• The Board will continue to oversee the company's risk management processes.
• The company will refresh its materiality assessment in alignment with double materiality to evaluate the impact of environmental and social issues on its financial performance in 2025.

Key Dates

Keywords

Tanger, REIT, Shareholders, Board, Dividends, Occupancy, Executive Compensation, Annual Meeting, Retail, Performance, Debt, FFO, NOI