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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 class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.01 per share CRI New 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:



Name Total votes for Total votes against Total votes abstained Broker non-votes
Rochester Anderson, Jr.
 26,433,744 2,255,893 109,613 3,931,843
Jeffrey H. Black 26,517,459 2,176,948 104,843 3,931,843
Luis A. Borgen 26,593,692 2,100,878 104,680 3,931,843
Jevin S. Eagle 26,633,029 2,061,628 104,593 3,931,843
Mark P. Hipp 26,471,912 2,222,496 104,842 3,931,843
Stacey S. Rauch 26,418,705 2,270,913 109,632 3,931,843
Gretchen W. Schar 26,273,474 2,421,022 104,754 3,931,843
Stephanie P. Stahl 20,728,519 7,963,877 106,854 3,931,843


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 for Total votes against Total votes abstained Broker non-votes
27,183,748 1,303,325 312,177 3,931,843

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 for Total votes against Total votes abstained Broker non-votes
20,978,215 7,380,358 440,677 3,931,843

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 for Total votes against Total votes abstained
32,154,770 467,049 —





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
104 The 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
 
 
 
 		    


EX-99.1 2 cri-ex9912026q2dividendpre.htm EX-99.1 Document

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.