UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒       Filed by a party other than the Registrant ☐

Check the appropriate box:

Carter’s, Inc.

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

P.O. BOX 8016, CARY, NC 27512-9903
Carter’s, Inc.
Important Notice Regarding the Availability of
Proxy Materials for the Stockholders Meeting To
Be Held On May 16, 2024
For Stockholders of record as of March 20, 2024
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting.
To view the proxy materials, and to obtain directions to attend the meeting, go to: www.proxydocs.com/CRI
To vote your proxy while visiting this site, you will need the 12 digit control number in the box below.
Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet.
For a convenient way to view proxy materials and VOTE go to
www.proxydocs.com/CRI
Have the 12 digit control number located in the shaded box above available
when you access the website and follow the instructions.
If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s meeting, you must make this request on or before May 6, 2024.
To order paper materials, use one of the following methods.
INTERNET
TELEPHONE
* E-MAIL
www.investorelections.com/CRI
(866) 648-8133
paper@investorelections.com
When requesting via the Internet or telephone you will need the 12 digit control number located in the shaded box above.
* If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located above) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material.
Carter’s, Inc.
Meeting Materials: Notice of Meeting and Proxy Statement & Annual Report or Form 10-K
Meeting Type: Annual Meeting of Stockholders
Date: Thursday, May 16, 2024
Time: 1:00 PM, Eastern Time
Place: Annual Meeting to be held live via the Internet - please visit
www.proxydocs.com/CRI for more details.
You must register to attend the meeting online and/or participate at www.proxydocs.com/CRI
SEE REVERSE FOR FULL AGENDA

Carter’s, Inc.
Annual Meeting of Stockholders
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR ON PROPOSALS 1, 2 AND 3
PROPOSAL
1. Election of Directors
1.01 Rochester (Rock) Anderson, Jr.
1.02 Jeffrey H. Black
1.03 Hali Borenstein
1.04 Michael D. Casey
1.05 Luis Borgen
1.06 Jevin S. Eagle
1.07 Mark P. Hipp
1.08 William J. Montgoris
1.09 Stacey S. Rauch
1.10 Gretchen W. Schar
1.11 Stephanie P. Stahl
2. Advisory approval of compensation for our named executive officers for 2023 (the “say-on-pay” vote);
3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2024;
and
4. The transaction of such other business as may properly come before the meeting.