Current Report Filing (8-k)

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, 2018

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)

(Registrant’s telephone number, including area code) (678) 791-1000

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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 17, 2018 (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 ten director nominees were elected to a one-year term. The voting results were as follows:


Nominee	Total votes for		Total votes against		Total votes abstained		Broker non-votes
Amy Woods Brinkley		41,044,221		366,235		95,292		2,551,856
Giuseppina Buonfantino		41,093,820		316,385		95,543		2,551,856
Michael D. Casey		39,121,973		1,303,128		1,080,647		2,551,856
Vanessa J. Castagna		41,095,166		315,031		95,551		2,551,856
A. Bruce Cleverly		39,751,151		1,658,994		95,603		2,551,856
Jevin S. Eagle		40,983,798		426,347		95,603		2,551,856
Mark P. Hipp		41,214,638		195,099		96,011		2,551,856
William J. Montgoris		41,016,924		392,812		96,012		2,551,856
David Pulver		40,603,002		806,734		96,012		2,551,856
Thomas E. Whiddon		40,140,922		1,269,222		95,604		2,551,856

2. Advisory Vote on Executive Compensation for Named Executive Officers

The shareholders of the Company approved, on an advisory basis, the 2017 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

for

Total votes

against

Total votes

abstained

Broker
non-votes

39,118,396

2,240,562

146,790

2,551,856

3. Approval of the Company’s Amended and Restated Equity Incentive Plan

The shareholders of the Company approved the Company’s Amended and Restated Equity Incentive Plan. The voting results were as follows:

Total votes

for

Total votes

against

Total votes

abstained

Broker
non-votes

38,827,568

2,575,176

103,004

2,551,856

4. 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 2018. The voting results were as follows:

Total votes

for

Total votes

against

Total votes

abstained

43,279,843

679,860

97,901

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.