form8_k.htm


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 13, 2011
 
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.)
         
The Proscenium,
1170 Peachtree Street NE, Suite 900
Atlanta, Georgia 30309
(Address of principal executive offices, including zip code)
 
(404) 745-2700
(Registrant’s telephone number, including area code)
 
 
(Former name or former address, if changed since last report.)
 
 
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 

 
 
 

Item 5.07.            Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Shareholders on May 13, 2011 (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 Amy Woods Brinkley, Michael D. Casey, A. Bruce Cleverly, and Jevin S. Eagle was elected as a Class II Director to serve a three-year term.  The voting results were as follows:

Nominee
  
Total votes
for
    
Total votes withheld
    
Broker non-votes
  
Amy Woods Brinkley
     51,879,559       153,981       2,499,831  
Michael D. Casey
     51,693,639       339,901       2,499,831  
A. Bruce Cleverly
     51,450,145       583,395       2,499,831  
Jevin S. Eagle
     51,917,311       116,229       2,499,831  

2.  Advisory Vote on Executive Compensation

The shareholders of the Company approved executive compensation 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
for
    
Total votes
against
    
Total votes
abstained
    
Broker
non-votes
  
  51,006,870       1,012,472       14,198       2,499,831  

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:

One Year
    
Two Years
    
Three Years
    
Total votes
abstained
    
Broker
non-votes
  
  29,262,019       287,444       22,459,226       24,851       2,499,831  

Although the vote is advisory, the Board of Directors values the opinion of the Company’s shareholders.  In light of the voting results on this proposal, the Board has determined that the Company will hold an annual “say-on-pay” vote until the next shareholder vote regarding the frequency of the “say-on-pay” vote.

4.  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
  
  49,538,434       2,477,275       17,831       2,499,831  


 
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5.  Approval of the Company’s Amended and Restated Annual Incentive Compensation Plan

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

Total votes
for
    
Total votes
against
    
Total votes
abstained
    
Broker
non-votes
  
  51,270,608       749,837       13,095       2,499,831  

6.  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 2011.  The voting results were as follows:

Total votes
for
    
Total votes
against
    
Total votes
abstained
  
  54,446,720       81,707       4,944  

 
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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 19, 2011
 CARTER’S, INC.
 
     
 
 By:
 /s/ BRENDAN M. GIBBONS
 
 Name:
 Brendan M. Gibbons
 
 Title:
 Senior Vice President of Legal & Corporate Affairs, General
 Counsel, and Secretary
     


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