Business Context and Reporting Period
This Form 8-K filing by Carter's, Inc. (CRI) covers the Annual Meeting of Stockholders held on May 13, 2026, and a subsequent dividend declaration announced on May 14, 2026. The filing details the voting outcomes for director elections, executive compensation, equity plans, and auditor ratification.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance events and a dividend declaration rather than financial performance metrics.
Material Changes and Voting Results
Director Elections
All eight director nominees were elected to one-year terms. Notable voting statistics include:
- Stephanie P. Stahl: Received the highest number of "against" votes (7,963,877) and the lowest "for" votes (20,728,519) among the nominees.
- Other Nominees: Received between 26.2 million and 26.6 million "for" votes, with "against" votes ranging from approximately 2.0 million to 2.4 million.
Executive Compensation (Say-on-Pay)
Stockholders approved the 2025 compensation for named executive officers with 27,183,748 votes for and 1,303,325 votes against.
Equity Incentive Plan
Stockholders approved the Amended and Restated Equity Incentive Plan with 20,978,215 votes for and 7,380,358 votes against.
Auditor Ratification
PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal 2026 with 32,154,770 votes for and 467,049 votes against.
Guidance, Outlook, and Unusual Items
The Company announced the declaration of a quarterly cash dividend on May 14, 2026. The specific dividend amount per share is not detailed in the text of this filing but is referenced in an attached press release (Exhibit 99.1). No forward-looking financial guidance or management commentary regarding operational outlook is included in this document.
Investor Verification Checklist
- Verify the specific quarterly dividend amount per share in the press release attached as Exhibit 99.1.
- Review the rationale for the significant number of "against" votes cast for director Stephanie P. Stahl compared to other nominees.
- Confirm the effective date and payment date of the declared dividend.
- Check the Company's proxy statement for details on the 2025 executive compensation package that was approved.