CARTERS INC 8-K

What Happened Carter's Inc (CRI) filed a Form 8‑K reporting results of its Annual Meeting of Stockholders held May 13, 2026 and, on May 14, 2026, announced the declaration of a quarterly cash dividend (press release attached as Exhibit 99.1). All eight director nominees were elected to one‑year terms. The company also received shareholder approval on its advisory Say‑on‑Pay vote and ratified PricewaterhouseCoopers LLP as its independent auditor; shareholders approved the company’s Amended and Restated Equity Incentive Plan.

Key Details

• Directors: All eight nominees were elected. Vote totals (for vs. against) ranged from 26,633,029 vs. 2,061,628 for Jevin S. Eagle to 20,728,519 vs. 7,963,877 for Stephanie P. Stahl. (Broker non‑votes: 3,931,843.)
• Say‑on‑Pay: Approved on an advisory basis — 27,183,748 for; 1,303,325 against; 312,177 abstained; broker non‑votes 3,931,843.
• Equity Incentive Plan: Amended and Restated plan approved — 20,978,215 for; 7,380,358 against; 440,677 abstained; broker non‑votes 3,931,843.
• Auditor ratification: PricewaterhouseCoopers LLP ratified — 32,154,770 for; 467,049 against.

Why It Matters These votes confirm shareholder support for Carter’s current board and executive compensation approach (Say‑on‑Pay), while approval of the amended equity incentive plan authorizes future equity awards that could lead to share issuance. Ratification of PwC maintains continuity in the company’s external audit. The declared quarterly cash dividend (details in the May 14 press release) signals management’s intent to return cash to shareholders. Investors should review the attached press release for the dividend amount and record/payment dates.