Date of Report (Date of earliest event reported): November 2, 2021
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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2021, the Board of Directors (the “Board”) of Carter’s, Inc. (the “Company”) appointed Luis Borgen, Chief Financial Officer of athenahealth, Inc., a software and technology-enabled services company that offers physician solutions and payer and life sciences solutions nationwide, and a member of the Board of Directors of Eastern Bankshares, Inc., as a director of the Company, effective November 2, 2021.
Mr. Borgen was also appointed to serve on the Audit Committee of the Board.
The Company compensates its new directors with a one-time grant of restricted common stock valued at $155,000, subject to a three-year cliff vesting provision. In addition, the Company provides its directors with an annual grant of common stock valued at $155,000 and an annual cash retainer of $85,000, both of which are expected to be pro-rated with respect to Mr. Borgen’s services in 2021. Mr. Borgen will also receive a fee of $2,500 for each Board meeting, and $1,000 for each committee meeting, he attends.
Mr. Borgen does not have any family relationships with any director or officer of the Company, and does not have any direct or indirect material interests in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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.
November 4, 2021
CARTER’S, INC.
By:
/s/ Scott Duggan
Name:
Scott Duggan
Title:
Senior Vice President, General Counsel and Secretary
