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UNITED STATES

          SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 17, 2023

Carter’s, Inc.
(Exact name of Registrant as specified in its charter)

Delaware

001-31829

13-3912933

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

Phipps Tower,

3438 Peachtree Road NE, Suite 1800

Atlanta, Georgia 30326

(Address of principal executive offices, including zip code)

(678) 791-1000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading  Symbol(s)

Name of each exchange  on which registered

Common stock, par value $0.01 per share

CRI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on May 17, 2023 (the “Annual Meeting”). Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders.

1. Election of Directors

Each of the eleven director nominees were elected to a one-year term. The voting results were as follows:

Name						Total votes for						Total votes against						Total votes abstained						Broker non-votes
Rochester (Rock) Anderson, Jr.						33,463,788						361,547						112,411						1,126,567
Jeffrey H. Black						33,597,826						227,501						112,419						1,126,567
Hali Borenstein						33,435,901						389,775						112,070						1,126,567
Luis A. Borgen						33,403,443						421,895						112,408						1,126,567
Michael D. Casey						33,246,528						578,792						112,426						1,126,567
Jevin S. Eagle						32,846,395						978,991						112,360						1,126,567
Mark P. Hipp						33,409,491						415,761						112,494						1,126,567
William J. Montgoris						29,673,474						4,151,697						112,575						1,126,567
Stacey S. Rauch						33,492,669						333,131						111,946						1,126,567
Gretchen W. Schar						33,258,049						567,752						111,945						1,126,567
Stephanie P. Stahl						33,394,728						431,073						111,945						1,126,567

2. Advisory Vote on Executive Compensation for Named Executive Officers

The stockholders of the Company approved, on an advisory basis, the 2022 compensation awarded to the Company’s named executive officers as disclosed in the Company’s proxy statement filed in connection with the Annual Meeting (the "Say-on-Pay" Vote). The voting results were as follows:

			Total votes for						Total votes against						Total votes abstained						Broker non-votes
			29,565,185						4,200,215						172,346						1,126,567

3. Advisory Vote on the Frequency of the Say-on-Pay Vote

The stockholders of the Company recommended that the Say-on-Pay Vote be taken every year. The voting results were as follows:

One Year						Two Years						Three Years						Total votes abstained						Broker non-votes
33,545,185						6,543						358,837						27,181						1,126,567

In light of these results and in accordance with its previous recommendation in the proxy statement for the 2023 Annual Meeting, the Company will hold future advisory Say-on-Pay Votes on an annual basis until the occurrence of the next advisory vote on the frequency of Say-on-Pay Votes. The next advisory vote regarding the frequency of Say-on-Pay Votes is required to occur no later than the Company’s 2029 Annual Meeting of Stockholders.

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4. Ratification of Appointment of Independent Registered Public Accounting Firm

The shareholders of the Company ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2023. The voting results were as follows:

			Total votes for						Total votes against						Total votes abstained
			34,385,640						567,562						111,111

Item 7.01 Regulation FD Disclosure.

On May 18, 2023, the Company announced, in a press release, the declaration of a quarterly cash dividend to the Company’s shareholders. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in Item 7.01 of this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Description
99.1			Press Release Dated May 18, 2023
104			The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

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Signature

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Carter’s, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

May 18, 2023			CARTER’S, INC.
			By:			/s/ Antonio D. Robinson
			Name:			Antonio D. Robinson
			Title:			Senior Vice President, General Counsel, Corporate Secretary, CSR & Chief Compliance Officer