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    Carter's Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits

    5/20/25 4:24:50 PM ET
    $CRI
    Apparel
    Consumer Discretionary
    Get the next $CRI alert in real time by email
    cri-20250514
    0001060822false00010608222025-05-142025-05-14

    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 14, 2025
    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, Georgia 30326
    (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 classTrading
     Symbol(s)
    Name of each exchange
     on which registered
    Common stock, par value $0.01 per shareCRINew 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.

    The Company held its Annual Meeting of Stockholders on May 14, 2025 (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:



    NameTotal votes forTotal votes againstTotal votes abstainedBroker non-votes
    Rochester Anderson, Jr.
    28,400,147313,935130,9834,008,941
    Jeffrey H. Black28,658,29955,775130,9914,008,941
    Hali Borenstein28,589,076117,715138,2744,008,941
    Luis A. Borgen28,646,26467,771131,0304,008,941
    Jevin S. Eagle27,867,265846,763131,0374,008,941
    Mark P. Hipp28,402,647311,319131,0994,008,941
    William J. Montgoris26,965,3711,746,695132,9994,008,941
    Douglas C. Palladini28,662,48851,469131,1084,008,941
    Stacey S. Rauch28,323,498383,275138,2924,008,941
    Gretchen W. Schar28,661,67752,741130,6474,008,941
    Stephanie P. Stahl28,309,848396,954138,2634,008,941



    2. Advisory Vote on Executive Compensation for Named Executive Officers

    The stockholders of the Company approved, on an advisory basis, the 2024 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 forTotal votes againstTotal votes abstainedBroker non-votes
    26,944,9581,683,822216,2854,008,941

    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 2025. The voting results were as follows:


    Total votes forTotal votes againstTotal votes abstained
    32,299,061426,185128,760









    Item 7.01 Regulation FD Disclosure.

    On May 20, 2025, the Company announced, in a press release, matters related to the Company's strategic plan and 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
    Press Release Dated May 20, 2025
    104The 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 20, 2025
    CARTER’S, INC.
     
       
     By:/s/ Antonio D. Robinson
     Name:Antonio D. Robinson
     Title:Chief Legal & Compliance Officer and Secretary
     
     
     
     
      


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