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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 16, 2024
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 16, 2024 (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.
33,560,214125,84718,983905,939
Jeffrey H. Black33,564,352117,62023,072905,939
Hali Borenstein33,533,452152,69118,901905,939
Luis A. Borgen33,556,036129,92819,080905,939
Michael D. Casey32,765,029920,75619,259905,939
Jevin S. Eagle32,760,713925,33818,993905,939
Mark P. Hipp33,558,393127,57019,081905,939
William J. Montgoris32,453,6211,232,34119,082905,939
Stacey S. Rauch33,529,515152,87122,658905,939
Gretchen W. Schar33,575,145111,17118,728905,939
Stephanie P. Stahl33,526,015160,31418,715905,939



2. Advisory Vote on Executive Compensation for Named Executive Officers

The stockholders of the Company approved, on an advisory basis, the 2023 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
32,828,890820,19255,962905,939

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 2024. The voting results were as follows:


Total votes forTotal votes againstTotal votes abstained
33,281,5341,309,93119,518






Item 7.01 Regulation FD Disclosure.

On May 16, 2024, 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
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 16, 2024
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
image_0a.jpg                                    

Contact:
Sean McHugh
Vice President & Treasurer
(678) 791-7615


Carter’s, Inc. Announces Quarterly Dividend

ATLANTA, May 16, 2024 – The Board of Directors of Carter’s, Inc. (NYSE: CRI) today declared a quarterly dividend of $0.80 per share, payable on June 7, 2024, to shareholders of record at the close of business on May 28, 2024.
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 through over 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. Carter’s is the largest supplier of young children’s apparel to the largest retailers in North America. Its brands are sold in leading department stores, national chains, and specialty retailers domestically and internationally. 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.com. 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.


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Document and Entity Information Entity Information
May 16, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 16, 2024
Entity Registrant Name Carter’s, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-31829
Entity Tax Identification Number 13-3912933
Entity Address, Address Line One Phipps Tower
Entity Address, Address Line Two 3438 Peachtree Road NE
Entity Address, Address Line Three Suite 1800
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30326
City Area Code 678
Local Phone Number 791-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol CRI
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001060822
Amendment Flag false
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