CARTERS INC
For the period ended May 16, 2024. Filed Apr 4, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Apr 4, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Carter’s, Inc.
(Name of Registrant as Specified In Its Charter)
Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 4, 2024
Dear Shareholders,
It is my pleasure to invite you to attend our 2024 Annual Meeting of Shareholders on Thursday, May 16, 2024 at 1:00 P.M. Eastern Time (the “Annual Meeting”).
Our annual meeting will be held in a virtual format. The attached 2024 Notice of Annual Meeting of Shareholders and Proxy Statement describe the formal business to be conducted at the meeting.
Whether or not you plan to attend the Annual Meeting, your shares can be represented if you promptly submit your voting instructions over the internet, by telephone, by returning your proxy card in the enclosed envelope, or by following the instructions you have received from your broker or other nominee.
On behalf of our board of directors and leadership team, thank you for your investment in Carter’s.
Sincerely,
Michael D. Casey
Chairman of the Board, Chief Executive Officer & President
2024 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
This Meeting Notice highlights information described in other parts of this 2024 Proxy Statement and does not contain all information you should consider in voting. Please read the entire 2024 Proxy Statement carefully before voting.
To our shareholders,
You are invited to attend our 2024 Annual Meeting to be held as follows in a virtual meeting format:
ITEMS OF BUSINESS
| Item | Board’sRecommendation | Voting ApprovalStandard | Effect of Absention | Effect of BrokerNon-Vote |
|---|---|---|---|---|
| Election of 11 nominated directors | FOR | More votes “For” than “Against | No effect | No effect |
| Advisory approval of compensation of our named executive officers for 2023 | FOR | More votes “For” than “Against” | No effect | No effect |
| Ratification of appointment of PricewaterhouseCoopers LLP as Carter’s independent registered public accounting firm for fiscal 2024 | FOR | Majority of votes properly cast at the meeting | No effect | Not applicable |
In addition, at the Annual Meeting we will conduct any other business that may properly come before the meeting. See Question 18 of the “Questions and Answers About the 2024 Annual Meeting” beginning on page 61 for more information.
PROXY SOLICITATION
The Board solicits the enclosed proxy for the 2024 Annual Meeting and any adjournment or postponement of the 2024 Annual Meeting. Any proxy may be revoked at any time prior to its exercise at the 2024 Annual Meeting.
VOTING
You may vote if you held shares of Carter’s common stock as of the record date (March 20, 2024). You are able to vote your shares by providing instructions to the proxy holders who will then vote in accordance with your instructions. We recommend that you read the 2024 Proxy Statement carefully and vote in accordance with the recommendations of the Board.
We encourage you to review the section “Questions and Answers About the 2024 Annual Meeting” for answers to common questions about the virtual meeting, proxy materials, voting, and other topics.
By order of the Board of Directors,
Antonio D. Robinson
Secretary
Approximate Date of Mailing of Proxy Materials or Notice of Internet Availability:
April 4, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.