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Carter’s (CRI) shareholders back board, OK plans and $0.25 dividend

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Carter’s, Inc. reported the results of its Annual Meeting of Stockholders held on May 13, 2026. All eight director nominees were elected, with most receiving more than 26 million votes in favor. Stockholders also approved, on an advisory basis, 2025 executive compensation and approved the Company’s Amended and Restated Equity Incentive Plan.

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026, with 32,154,770 votes for and 467,049 against. Separately, the Board declared a quarterly cash dividend of $0.25 per share, payable on June 5, 2026, to shareholders of record as of May 26, 2026.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Quarterly dividend $0.25 per share Declared May 14, 2026; payable June 5, 2026
Dividend record date May 26, 2026 Shareholders of record will receive June 5, 2026 dividend
Say-on-Pay votes for 27,183,748 votes Advisory approval of 2025 executive compensation
Equity plan votes for 20,978,215 votes Approval of Amended and Restated Equity Incentive Plan
Auditor ratification votes for 32,154,770 votes Ratification of PwC for fiscal 2026
Highest director support 26,633,029 votes for Election of Jevin S. Eagle to one-year term
Say-on-Pay financial
"the 2025 compensation awarded to the Company’s named executive officers ... (the "Say-on-Pay" Vote)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
Amended and Restated Equity Incentive Plan financial
"The stockholders of the Company approved the Company’s Amended and Restated Equity Incentive Plan."
broker non-votes regulatory
"Total votes abstained | Broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
independent registered public accounting firm financial
"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
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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, 2026
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)
(678) 791-1000
(Registrant's telephone number, including area code)
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareCRINew York Stock Exchange
Series A Preferred Stock Purchase Rights-New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((§240.12b-2 of this chapter).

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.

The Company held its Annual Meeting of Stockholders on May 13, 2026 (the “Annual Meeting”). Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders.

1. Election of Directors

Each of the eight director nominees were elected to a one-year term. The voting results were as follows:



NameTotal votes forTotal votes againstTotal votes abstainedBroker non-votes
Rochester Anderson, Jr.
26,433,7442,255,893109,6133,931,843
Jeffrey H. Black26,517,4592,176,948104,8433,931,843
Luis A. Borgen26,593,6922,100,878104,6803,931,843
Jevin S. Eagle26,633,0292,061,628104,5933,931,843
Mark P. Hipp26,471,9122,222,496104,8423,931,843
Stacey S. Rauch26,418,7052,270,913109,6323,931,843
Gretchen W. Schar26,273,4742,421,022104,7543,931,843
Stephanie P. Stahl20,728,5197,963,877106,8543,931,843


2. Advisory Vote on Executive Compensation for Named Executive Officers
The stockholders of the Company approved, on an advisory basis, the 2025 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 "Say-on-Pay" Vote). The voting results were as follows:

Total votes forTotal votes againstTotal votes abstainedBroker non-votes
27,183,7481,303,325312,1773,931,843

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

Total votes forTotal votes againstTotal votes abstainedBroker non-votes
20,978,2157,380,358440,6773,931,843

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 2026. The voting results were as follows:


Total votes forTotal votes againstTotal votes abstained
32,154,770467,049—





Item 7.01 Regulation FD Disclosure.
On May 14, 2026, the Company announced, in a press release, the declaration of a quarterly cash dividend to the Company’s stockholders. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in Item 7.01 of this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
  
Exhibit
Number		Description
  
99.1
Press Release Dated May 14, 2026
104The cover page from this Current Report on Form 8-K, formatted as Inline XBRL


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 14, 2026
CARTER’S, INC.
 
   
 By:/s/ Antonio D. Robinson
 Name:Antonio D. Robinson
 Title:Chief Administrative & Compliance Officer, Corporate Secretary
 
 
 
 		  



EXHIBIT 99.1
image_0.jpg                                    

Contact:
T.C. Robillard
Vice President, Investor Relations
tc.robillard@carters.com

Carter’s, Inc. Announces Quarterly Dividend
ATLANTA, May 14, 2026 – The Board of Directors of Carter’s, Inc. (NYSE:CRI) today declared a quarterly dividend of $0.25 per share, payable on June 5, 2026, to shareholders of record at the close of business on May 26, 2026.
Future declarations of quarterly dividends and the establishment of future record and payment dates will be at the discretion of the Company’s Board of Directors based on a number of factors, including business conditions, the Company’s future financial performance, investment priorities, and other considerations.
About Carter’s, Inc.
Carter’s, Inc. is North America’s largest and most-enduring apparel company exclusively for babies and young children. The Company’s core brands are Carter’s and OshKosh B’gosh, iconic and among the sector’s most trusted names. These brands are sold through more than 1,000 Company-operated stores in the United States, Canada, and Mexico and online at www.carters.com, www.oshkosh.com, www.cartersoshkosh.ca, and www.carters.com.mx. Carter’s also is the largest supplier of baby and young children’s apparel to North America’s biggest retailers. The Company’s Child of Mine brand is available exclusively at Walmart, its Just One You brand is available at Target, and its Simple Joys brand is available on Amazon.com. The Company’s emerging brands include Little Planet, crafted with organic fabrics and sustainable materials, Otter Avenue, a toddler-focused apparel brand, and Skip Hop, baby essentials from tubs to toys. Carter’s is headquartered in Atlanta, Georgia. Additional information may be found at www.carters.com.

Source: View Original Filing on SEC EDGAR

FAQ

What did Carter’s (CRI) stockholders approve at the 2026 annual meeting?

Stockholders elected eight directors to one-year terms and approved, on an advisory basis, 2025 executive compensation. They also approved the Amended and Restated Equity Incentive Plan and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026.

How did Carter’s (CRI) vote on the Say-on-Pay executive compensation proposal?

Carter’s stockholders approved the advisory Say-on-Pay vote. The proposal received 27,183,748 votes for, 1,303,325 against, and 312,177 abstentions, with 3,931,843 broker non-votes, indicating broad support for the disclosed 2025 compensation of named executive officers.

What were the results of Carter’s (CRI) vote on the equity incentive plan?

Stockholders approved Carter’s Amended and Restated Equity Incentive Plan. The proposal received 20,978,215 votes for, 7,380,358 against, and 440,677 abstentions, plus 3,931,843 broker non-votes, authorizing continuation of equity-based compensation programs as described in the company’s proxy materials.

Did Carter’s (CRI) ratify its independent auditor for fiscal 2026?

Yes. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026, with 32,154,770 votes for, 467,049 votes against, and no abstentions reported in the voting results table.

What quarterly dividend did Carter’s (CRI) declare in May 2026?

The Board declared a quarterly dividend of $0.25 per share, payable June 5, 2026, to shareholders of record at the close of business on May 26, 2026, continuing the company’s practice of returning cash to shareholders through regular dividends.

When will Carter’s (CRI) May 2026 dividend be paid and who qualifies?

The $0.25 per share quarterly dividend will be paid on June 5, 2026. Shareholders recorded on the company’s books at the close of business on May 26, 2026, will be entitled to receive this cash dividend payment.

Filing Exhibits & Attachments

5 documents

Press Releases

Other Documents