Carters, Inc. (NYSE:CRI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Carters, Inc. (NYSE:CRI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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Item5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On May22, 2017, Carters, Inc. (the Company) filed with the
Delaware Secretary of States Office an Amended and Restated
Certificate of Incorporation which effectuated an amendment
approved at the Companys Annual Meeting of Shareholders on May17,
2017 (the Annual Meeting) to declassify the Board of Directors
and to allow for the annual election of all directors beginning
at the next Annual Meeting of Shareholders. The Companys
shareholders also approved a related proposal to amend the
Companys By-laws to delete references to a classified Board
structure. Each proposal was disclosed in the Companys 2017 proxy
statement filed with the Securities and Exchange Commission. A
copy of the Amended and Restated Certificate of Incorporation is
attached hereto as Exhibit3.1 and incorporated herein by
reference, and a copy of the Amended and Restated By-laws is
attached hereto as Exhibit3.2 and incorporated herein by
reference. Results of the shareholder vote for each proposal are
more specifically described in Item5.07 below.

Item5.07 Submission of Matters to a Vote of Security
Holders.

Set forth below are the final voting results for each of the
proposals submitted to a vote of shareholders at the Annual
Meeting.

1. Election of Directors

Each of Amy Woods Brinkley, Michael D. Casey, A. Bruce Cleverly,
and Jevin S. Eagle was elected as a ClassII Director. The voting
results were as follows:

Nominee

Total votes for Total votes against Totalvotes abstained Broker non-votes

Amy Woods Brinkley

41,044,876 442,183 32,083 2,418,184

Michael D. Casey

39,889,025 1,395,305 234,812 2,418,184

A. Bruce Cleverly

40,689,909 797,022 32,211 2,418,184

Jevin S. Eagle

41,042,969 443,952 32,221 2,418,184

2. Advisory Vote on Executive Compensation for Named
Executive Officers

The shareholders of the Company approved, on an advisory basis,
the 2016 compensation awarded to the Companys named executive
officers as disclosed in the Companys proxy statement filed in
connection with the Annual Meeting. The voting results were as
follows:

Totalvotes

for

Totalvotes

against

Totalvotes

abstained

Broker non-votes

40,559,133 912,265 47,744 2,418,184

3. Advisory Vote on the Frequency of the say-on-pay
Vote

The shareholders of the Company recommended that the say-on-pay
vote be taken every year.The voting results were as follows:

One Year

TwoYears

ThreeYears

TotalVotes abstained

Broker non-votes

37,245,850 134,646 4,103,108 35,538 2,418,184

4.Amendments to the Certificate of Incorporation and
By-laws to Declassify the Companys Board of Directors

The shareholders of the Company approved amendments to the
Companys Certificate of Incorporation and By-laws that serve to
declassify the Board of Directors and allow for the annual
election of all directors. The voting results were as follows:

4A. Amendment to Article X of the Companys Certificate of
Incorporation:

Totalvotes

for

Totalvotes

against

Totalvotes

abstained

Broker non-votes

41,481,319 27,481 10,342 2,418,184
4B. Amendment to Article 2 of the Companys By-laws:

Total votes

for

Totalvotes

against

Totalvotes

abstained

Broker non-votes

41,450,492 27,543 41,107 2,418,184

5. Ratification of Appointment of Independent Registered
Public Accounting Firm

The shareholders of the Company ratified the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for fiscal 2017.The voting results were as
follows:

Totalvotes

for

Totalvotes

against

Totalvotes

abstained

43,484,566 417,509 35,251
Item9.01. Financial Statements and Exhibits.

Exhibits The following exhibits are filed as part of this Current
Report on Form 8-K.

Exhibit

Number

Description

3.1 Amended and Restated Certificate of Incorporation of Carters,
Inc.
3.2 Amended and Restated By-laws of Carters, Inc.


About Carter’s, Inc. (NYSE:CRI)

Carter’s, Inc. (Carter’s) is a marketer of apparel for babies and young children in the United States and Canada. The Company owns two brand names in the children’s apparel industry, Carter’s and OshKosh B’gosh (OshKosh). The Company operates through five segments: Carter’s Retail, Carter’s Wholesale, OshKosh Retail, OshKosh Wholesale and International. Its International segment includes company-operated retail stores and online Websites, wholesale operations, and royalty income from its international licensees. It markets products for consumers, and offer various product categories, including baby, sleepwear, play clothes, and related accessories. Its multi-channel international business model – retail stores, online and wholesale – enables it to reach a range of consumers around the world. As of December 31, 2016, its channels included approximately 18,000 wholesale locations, 792 stores in the United States, 164 stores in Canada, and its Canadian and the United States Websites.

Carter’s, Inc. (NYSE:CRI) Recent Trading Information

Carter’s, Inc. (NYSE:CRI) closed its last trading session down -1.60 at 80.37 with 767,759 shares trading hands.

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