form8_k.htm




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, 2012
 
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.)
         
The Proscenium,
1170 Peachtree Street NE, Suite 900
Atlanta, Georgia 30309
(Address of principal executive offices, including zip code)
 
(404) 745-2700
(Registrant’s telephone number, including area code)
 
 
(Former name or former address, if changed since last report.)
 
 
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 



 
 

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

The Company held its Annual Meeting of Shareholders on May 17, 2012 (the “Annual Meeting”).  Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders:


1.  Election of Directors

Each of Paul Fulton, John R. Welch, and Thomas E. Whiddon was elected as a Class III Director to serve a three-year term.  The voting results were as follows:

Nominee
 
Total votes
for
   
Total votes against
   
Total votes abstained
   
Broker non-votes
 
Paul Fulton
    52,463,692       2,198,715       10,667       1,120,378  
John R. Welch
    52,454,709       2,207,688       10,667       1,120,378  
Thomas E. Whiddon
    54,619,476       42,636       10,962       1,120,378  


2.  Advisory Vote on Executive Compensation

The shareholders of the Company approved executive compensation 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
 
  49,894,028       2,266,701       2,512,345       1,120,378  

3.  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 2012.  The voting results were as follows:

Total votes
for
   
Total votes
against
   
Total votes
abstained
 
  55,721,934       59,326       12,192  

 
 

 

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 25, 2012
 CARTER’S, INC.
 
     
 
 By:
 /s/ BRENDAN M. GIBBONS
 
 Name:
 Brendan M. Gibbons
 
 Title:
 Senior Vice President of Legal & Corporate Affairs, General
 Counsel, and Secretary
     


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