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 13, 2010
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Carter’s, Inc.
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(Exact name of Registrant as specified in its charter)
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Delaware
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001-31829
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13-3912933
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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The Proscenium,
1170 Peachtree Street NE, Suite 900
Atlanta, Georgia 30309
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(Address of principal executive offices, including zip code)
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(404) 745-2700
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(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 13, 2010, Bradley M. Bloom resigned his position as a member of the Board of Directors of Carter's, Inc. and its Nominating and Corporate Governance Committee, effective immediately. Mr. Bloom did not resign for reasons involving a disagreement with the Company or its management, or because of any matter relating to the Company’s operations, policies, or practices.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on May 13, 2010 (the “Annual Meeting”) for which proxies were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. The following matters were voted on by the Company’s stockholders:
Vanessa J. Castagna, William J. Montgoris, and David Pulver were elected as Class I directors to each serve for a three-year term. The results of the vote were as follows:
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Total votes
for
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Vanessa J. Castagna
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37,541,976 |
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14,646,840 |
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3,455,964 |
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William J. Montgoris
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37,220,856 |
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14,967,960 |
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3,455,964 |
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David Pulver
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37,206,106 |
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14,982,710 |
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3,455,964 |
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The directors continuing to serve after the Annual Meeting were: Class I directors – Vanessa J. Castagna, William J. Montgoris, and David Pulver, Class II directors – Amy Woods Brinkley, Michael D. Casey, and A. Bruce Cleverly, and Class III directors - Paul Fulton, John R. Welch, and Thomas E. Whiddon.
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm was ratified. The results of the vote were as follows:
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Total votes
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Total votes
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Total votes
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892,158 |
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98,437 |
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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.
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May 14, 2010
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CARTER’S, INC.
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By:
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/s/ BRENDAN M. GIBBONS
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Name:
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Brendan M. Gibbons
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Title:
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Senior Vice President of Legal & Corporate Affairs, General Counsel, and Secretary
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