Date of Report (Date of earliest event reported): May 18, 2022
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, Georgia30326
(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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Carter’s, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 18, 2022 (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 the twelve 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.
36,821,710
71,735
16,201
995,093
Jeffrey H. Black
36,822,658
70,777
16,211
995,093
Hali Borenstein
36,227,923
665,079
16,644
995,093
Luis A. Borgen
36,767,368
126,068
16,210
995,093
Michael D. Casey
35,972,909
920,535
16,202
995,093
A. Bruce Cleverly
35,716,698
1,176,746
16,202
995,093
Jevin S. Eagle
35,654,579
1,238,865
16,202
995,093
Mark P. Hipp
36,645,395
248,049
16,202
995,093
William J. Montgoris
35,222,954
1,241,751
444,941
995,093
Stacey S. Rauch
36,827,526
65,597
16,523
995,093
Gretchen W. Schar
36,625,830
267,927
15,889
995,093
Stephanie P. Stahl
36,830,076
63,688
15,882
995,093
2. Advisory Vote on Executive Compensation for Named Executive Officers
The shareholders of the Company approved, on an advisory basis, the 2021 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 voting results were as follows:
Total votes for
Total votes against
Total votes abstained
Broker non-votes
35,467,174
1,408,288
34,184
995,093
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 2022. The voting results were as follows:
Total votes for
Total votes against
Total votes abstained
37,110,196
780,090
14,453
Exhibit Number
Description
101
Cover Page Interactive Data File - the cover page tags are embedded within the Inline XBRL document
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 24, 2022
CARTER’S, INC.
By:
/s/ Scott Duggan
Name:
Scott Duggan
Title:
Senior Vice President, General Counsel and Secretary
