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 17, 2012
 
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 17, 2012 (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 Paul Fulton, John R. Welch, and Thomas E. Whiddon was elected as a Class III Director to serve a three-year term.  The voting results were as follows:

Nominee
  
Total votes
for
    
Total votes against
    
Total votes abstained
    
Broker non-votes
  
Paul Fulton
     52,463,692       2,198,715       10,667       1,120,378  
John R. Welch
     52,454,709       2,207,688       10,667       1,120,378  
Thomas E. Whiddon
     54,619,476       42,636       10,962       1,120,378  


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
  
  49,894,028       2,266,701       2,512,345       1,120,378  

3.  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 2012.  The voting results were as follows:

Total votes
for
    
Total votes
against
    
Total votes
abstained
  
  55,721,934       59,326       12,192  

 
 
 

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 25, 2012
 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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