Current Report Filing (8-k)
May 23 2017 - 3:26PM
Edgar (US Regulatory)
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 17, 2017
Carters, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-31829
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13-3912933
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Phipps Tower,
3438 Peachtree Road NE, Suite 1800
Atlanta, Georgia 30326
(Address of principal executive offices, including zip code)
(678)
791-1000
(Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 22, 2017, Carters, Inc. (the Company) filed with the Delaware Secretary of States Office an Amended and Restated
Certificate of Incorporation which effectuated an amendment approved at the Companys Annual Meeting of Shareholders on May 17, 2017 (the Annual Meeting) to declassify the Board of Directors and to allow for the annual election
of all directors beginning at the next Annual Meeting of Shareholders. The Companys shareholders also approved a related proposal to amend the Companys
By-laws
to delete references to a classified
Board structure. Each proposal was disclosed in the Companys 2017 proxy statement filed with the Securities and Exchange Commission. A copy of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and
incorporated herein by reference, and a copy of the Amended and Restated
By-laws
is attached hereto as Exhibit 3.2 and incorporated herein by reference. Results of the shareholder vote for each proposal
are more specifically described in Item 5.07 below.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Set forth below are the final voting results for
each of the proposals submitted to a vote of shareholders at the Annual Meeting.
1. Election of Directors
Each of Amy Woods Brinkley, Michael D. Casey, A. Bruce Cleverly, and Jevin S. Eagle was elected as a Class II Director. The voting results were as
follows:
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Nominee
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Total votes
for
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Total votes
against
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Total votes
abstained
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Broker
non-votes
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Amy Woods Brinkley
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41,044,876
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442,183
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32,083
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2,418,184
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Michael D. Casey
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39,889,025
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1,395,305
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234,812
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2,418,184
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A. Bruce Cleverly
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40,689,909
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797,022
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32,211
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2,418,184
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Jevin S. Eagle
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41,042,969
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443,952
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32,221
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2,418,184
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2. Advisory Vote on Executive Compensation for Named Executive Officers
The shareholders of the Company approved, on an advisory basis, the 2016 compensation awarded to the Companys named executive officers as disclosed in
the Companys proxy statement filed in connection with the Annual Meeting. The voting results were as follows:
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Total votes
for
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Total votes
against
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Total votes
abstained
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Broker
non-votes
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40,559,133
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912,265
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47,744
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2,418,184
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3. Advisory Vote on the Frequency of the
say-on-pay
Vote
The shareholders of the Company
recommended that the
say-on-pay
vote be taken every year. The voting results were as follows:
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One Year
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Two Years
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Three Years
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Total Votes
abstained
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Broker
non-votes
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37,245,850
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134,646
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4,103,108
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35,538
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2,418,184
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4. Amendments to the Certificate of Incorporation and
By-laws
to
Declassify the Companys Board of Directors
The shareholders of the Company approved amendments to the Companys Certificate of
Incorporation and
By-laws
that serve to declassify the Board of Directors and allow for the annual election of all directors. The voting results were as follows:
4A.
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Amendment to Article X of the Companys Certificate of Incorporation:
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Total votes
for
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Total votes
against
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Total votes
abstained
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Broker
non-votes
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41,481,319
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27,481
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10,342
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2,418,184
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4B.
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Amendment to Article 2 of the Companys
By-laws:
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Total votes
for
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Total votes
against
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Total votes
abstained
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Broker
non-votes
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41,450,492
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27,543
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41,107
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2,418,184
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5. Ratification of Appointment of Independent Registered Public Accounting Firm
The shareholders of the Company ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for
fiscal 2017. The voting results were as follows:
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Total votes
for
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Total votes
against
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Total votes
abstained
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43,484,566
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417,509
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35,251
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibits The following exhibits are filed as part of this
Current Report on Form
8-K.
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Exhibit
Number
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Description
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3.1
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Amended and Restated Certificate of Incorporation of Carters, Inc.
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3.2
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Amended and Restated
By-laws
of Carters, Inc.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, Carters, Inc. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
May 23, 2017
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CARTERS, INC.
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By:
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/s/ Michael C. Wu
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Name:
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Michael C. Wu
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Title:
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Senior Vice President, General Counsel and Secretary
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