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
| (Exact name of Registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
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. ☐
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.
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 | |||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL | ||||
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 | |||||||
| | ||||||||
EXHIBIT 99.1
| Contact: | |||||
| Sean McHugh | |||||
| Vice President & Treasurer | |||||
| (678) 791-7615 | |||||
Carter’s, Inc. Announces Quarterly Dividend
ATLANTA, May 18, 2023 – The Board of Directors of Carter’s, Inc. (NYSE:CRI) today declared a quarterly dividend of $0.75 per share, payable on June 9, 2023, to shareholders of record at the close of business on May 30, 2023.
Future declarations of quarterly dividends and the establishment of future record and payment dates will be at the discretion of the Board based on a number of factors, including the Company’s future financial performance and other considerations.
About Carter’s, Inc.
Carter’s, Inc. is the largest branded marketer in North America of apparel exclusively for babies and young children. The Company owns the Carter’s and OshKosh B’gosh brands, two of the most recognized brands in the marketplace. These brands are sold in leading department stores, national chains, and specialty retailers domestically and internationally. They are also sold through nearly 1,000 Company-operated stores in the United States, Canada, and Mexico and online at www.carters.com, www.oshkosh.com, www.cartersoshkosh.ca, and www.carters.com.mx. The Company’s Child of Mine brand is available at Walmart, its Just One You brand is available at Target, and its Simple Joys brand is available on Amazon. The Company also owns Little Planet, a brand focused on organic fabrics and sustainable materials, and Skip Hop, a global lifestyle brand for families with young children. Carter’s is headquartered in Atlanta, Georgia. Additional information may be found at www.carters.com.