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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 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, 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.

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:



NameTotal votes forTotal votes againstTotal votes abstainedBroker non-votes
Rochester (Rock) Anderson, Jr.
36,821,71071,73516,201995,093
Jeffrey H. Black36,822,65870,77716,211995,093
Hali Borenstein36,227,923665,07916,644995,093
Luis A. Borgen36,767,368126,06816,210995,093
Michael D. Casey35,972,909920,53516,202995,093
A. Bruce Cleverly35,716,6981,176,74616,202995,093
Jevin S. Eagle35,654,5791,238,86516,202995,093
Mark P. Hipp36,645,395248,04916,202995,093
William J. Montgoris35,222,9541,241,751444,941995,093
Stacey S. Rauch36,827,52665,59716,523995,093
Gretchen W. Schar36,625,830267,92715,889995,093
Stephanie P. Stahl36,830,07663,68815,882995,093




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 forTotal votes againstTotal votes abstainedBroker non-votes
35,467,1741,408,28834,184995,093

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 forTotal votes againstTotal votes abstained
37,110,196780,09014,453


  
Exhibit
Number
Description
  
101Cover Page Interactive Data File - the cover page tags are embedded within the Inline XBRL document
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 24, 2022
CARTER’S, INC.
 
   
 By:/s/ Scott Duggan
 Name:Scott Duggan
 Title:Senior Vice President, General Counsel and Secretary