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Compiled from SEC Form N-PX filings and Carter's, Inc.’s Form 8-K, filed May 14, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of May 13, 2026: 11 items on Carter's, Inc.’s Form 8-K, filed May 14, 2026: 8 elected · 3 approved.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore Carter's, Inc. in the interactive database Compare manager voting policies
These tallies are Carter's, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 14, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Rochester Anderson, Jr. | 26,433,744 | 2,255,893 | 109,613 | -- | 3,931,843 | 92% | Elected | — |
| Elect Director: Jeffrey H. Black | 26,517,459 | 2,176,948 | 104,843 | -- | 3,931,843 | 92% | Elected | — |
| Elect Director: Luis A. Borgen | 26,593,692 | 2,100,878 | 104,680 | -- | 3,931,843 | 93% | Elected | — |
| Elect Director: Jevin S. Eagle | 26,633,029 | 2,061,628 | 104,593 | -- | 3,931,843 | 93% | Elected | — |
| Elect Director: Mark P. Hipp | 26,471,912 | 2,222,496 | 104,842 | -- | 3,931,843 | 92% | Elected | — |
| Elect Director: Stacey S. Rauch | 26,418,705 | 2,270,913 | 109,632 | -- | 3,931,843 | 92% | Elected | — |
| Elect Director: Gretchen W. Schar | 26,273,474 | 2,421,022 | 104,754 | -- | 3,931,843 | 92% | Elected | — |
| Elect Director: Stephanie P. Stahl | 20,728,519 | 7,963,877 | 106,854 | -- | 3,931,843 | 72% | Elected | — |
| 2. Advisory Vote on Executive Compensation for Named Executive Officers | 27,183,748 | 1,303,325 | 312,177 | -- | 3,931,843 | 95% | Approved | — |
| 3. Approval of the Company's Amended and Restated Equity Incentive Plan | 20,978,215 | 7,380,358 | 440,677 | -- | 3,931,843 | 74% | Approved | — |
| 4. Ratification of Appointment of Independent Registered Public Accounting Firm | 32,154,770 | 467,049 | -- | -- | -- | 99% | Approved | — |
Source: Carter's, Inc., Form 8-K, filed with the SEC on May 14, 2026 — read the filing on EDGAR.
Each item below shows how the 321 asset managers that disclosed a Carter's, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Carter's, Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Combines 4 wordings of this item as funds reported it.
92% Majority: yes · of votes cast
Description as filed by funds: Election of nine nominated directors: Rochester Anderson, Jr.
Carter's, Inc.’s own tally for this item (“Elect Director: Rochester Anderson, Jr.”): 26,433,744 for, 2,255,893 against, per its Form 8-K filed May 14, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “Election of Directors Each of the eight director nominees were elected to a one-year term.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 90 asset managers below reported 16,986,617 for, 691,933 against, 26,695 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,278,681 | 10,865 | 0 | 0 | For |
| BlackRock | 3,928,849 | 0 | 0 | 0 | For |
| Charles Schwab | 1,625,443 | 0 | 0 | 0 | For |
| American Century | 1,329,384 | 0 | 0 | 0 | For |
| PIMCO | 1,254,221 | 0 | 0 | 0 | For |
| Fidelity | 780,369 | 0 | 0 | 0 | For |
| Dimensional | 0 | 594,316 | 0 | 0 | Against |
| State Street | 571,542 | 807 | 0 | 0 | For |
| Columbia Threadneedle | 501,046 | 0 | 0 | 0 | For |
| Royce | 186,483 | 0 | 0 | 0 | For |
| WisdomTree | 182,121 | 0 | 0 | 0 | For |
| BNY Mellon | 173,586 | 0 | 0 | 0 | For |
| EA Series Trust | 136,711 | 0 | 0 | 0 | For |
| Victory Capital | 133,138 | 0 | 0 | 0 | For |
| Invesco | 128,059 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 126,062 | 0 | 0 | 0 | For |
| Hartford | 120,064 | 0 | 0 | 0 | For |
| SEI | 104,768 | 0 | 0 | 0 | For |
| Jackson National | 95,985 | 7,610 | 0 | 0 | Mixed |
| OLD WESTBURY FUNDS INC | 101,915 | 0 | 0 | 0 | For |
| TIAA | 84,901 | 0 | 0 | 0 | For |
| Equitable | 80,360 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 78,600 | 0 | 0 | 0 | For |
| NEEDHAM FUNDS INC | 67,500 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 57,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.
Combines 3 wordings of this item as funds reported it.
92% Majority: yes · of votes cast
Description as filed by funds: Election of nine nominated directors: Gretchen W. Schar
Carter's, Inc.’s own tally for this item (“Elect Director: Gretchen W. Schar”): 26,273,474 for, 2,421,022 against, per its Form 8-K filed May 14, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “Election of Directors Each of the eight director nominees were elected to a one-year term.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 89 asset managers below reported 16,816,160 for, 859,384 against, 26,695 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,272,964 | 16,584 | 0 | 0 | For |
| BlackRock | 3,928,849 | 0 | 0 | 0 | For |
| Charles Schwab | 1,625,443 | 0 | 0 | 0 | For |
| American Century | 1,329,384 | 0 | 0 | 0 | For |
| PIMCO | 1,254,221 | 0 | 0 | 0 | For |
| Fidelity | 780,369 | 0 | 0 | 0 | For |
| Dimensional | 0 | 594,316 | 0 | 0 | Against |
| State Street | 571,542 | 807 | 0 | 0 | For |
| Columbia Threadneedle | 501,046 | 0 | 0 | 0 | For |
| Royce | 186,483 | 0 | 0 | 0 | For |
| WisdomTree | 182,121 | 0 | 0 | 0 | For |
| BNY Mellon | 173,586 | 0 | 0 | 0 | For |
| EA Series Trust | 5,433 | 131,278 | 0 | 0 | Against |
| Victory Capital | 133,138 | 0 | 0 | 0 | For |
| Invesco | 128,059 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 126,062 | 0 | 0 | 0 | For |
| Hartford | 120,064 | 0 | 0 | 0 | For |
| SEI | 104,768 | 0 | 0 | 0 | For |
| Jackson National | 95,985 | 7,610 | 0 | 0 | Mixed |
| OLD WESTBURY FUNDS INC | 101,915 | 0 | 0 | 0 | For |
| TIAA | 84,901 | 0 | 0 | 0 | For |
| Equitable | 52,880 | 27,480 | 0 | 0 | Mixed |
| BRIDGEWAY FUNDS INC | 78,600 | 0 | 0 | 0 | For |
| NEEDHAM FUNDS INC | 67,500 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 57,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.
Combines 3 wordings of this item as funds reported it.
92% Majority: yes · of votes cast
Description as filed by funds: Election of nine nominated directors: Jeffrey H. Black
Carter's, Inc.’s own tally for this item (“Elect Director: Jeffrey H. Black”): 26,517,459 for, 2,176,948 against, per its Form 8-K filed May 14, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “Election of Directors Each of the eight director nominees were elected to a one-year term.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 89 asset managers below reported 16,983,610 for, 691,934 against, 26,695 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,278,681 | 10,866 | 0 | 0 | For |
| BlackRock | 3,928,849 | 0 | 0 | 0 | For |
| Charles Schwab | 1,625,443 | 0 | 0 | 0 | For |
| American Century | 1,329,384 | 0 | 0 | 0 | For |
| PIMCO | 1,254,221 | 0 | 0 | 0 | For |
| Fidelity | 780,369 | 0 | 0 | 0 | For |
| Dimensional | 0 | 594,316 | 0 | 0 | Against |
| State Street | 571,542 | 807 | 0 | 0 | For |
| Columbia Threadneedle | 501,046 | 0 | 0 | 0 | For |
| Royce | 186,483 | 0 | 0 | 0 | For |
| WisdomTree | 182,121 | 0 | 0 | 0 | For |
| BNY Mellon | 173,586 | 0 | 0 | 0 | For |
| EA Series Trust | 136,711 | 0 | 0 | 0 | For |
| Victory Capital | 133,138 | 0 | 0 | 0 | For |
| Invesco | 128,059 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 126,062 | 0 | 0 | 0 | For |
| Hartford | 120,064 | 0 | 0 | 0 | For |
| SEI | 104,768 | 0 | 0 | 0 | For |
| Jackson National | 95,985 | 7,610 | 0 | 0 | Mixed |
| OLD WESTBURY FUNDS INC | 101,915 | 0 | 0 | 0 | For |
| TIAA | 84,901 | 0 | 0 | 0 | For |
| Equitable | 80,360 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 78,600 | 0 | 0 | 0 | For |
| NEEDHAM FUNDS INC | 67,500 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 57,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.
Combines 3 wordings of this item as funds reported it.
93% Majority: yes · of votes cast
Description as filed by funds: Election of nine nominated directors: Jevin S. Eagle
Carter's, Inc.’s own tally for this item (“Elect Director: Jevin S. Eagle”): 26,633,029 for, 2,061,628 against, per its Form 8-K filed May 14, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “Election of Directors Each of the eight director nominees were elected to a one-year term.”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 89 asset managers below reported 16,983,578 for, 691,967 against, 26,695 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,278,684 | 10,864 | 0 | 0 | For |
| BlackRock | 3,928,849 | 0 | 0 | 0 | For |
| Charles Schwab | 1,625,443 | 0 | 0 | 0 | For |
| American Century | 1,329,384 | 0 | 0 | 0 | For |
| PIMCO | 1,254,221 | 0 | 0 | 0 | For |
| Fidelity | 780,369 | 0 | 0 | 0 | For |
| Dimensional | 0 | 594,316 | 0 | 0 | Against |
| State Street | 571,507 | 842 | 0 | 0 | For |
| Columbia Threadneedle | 501,046 | 0 | 0 | 0 | For |
| Royce | 186,483 | 0 | 0 | 0 | For |
| WisdomTree | 182,121 | 0 | 0 | 0 | For |
| BNY Mellon | 173,586 | 0 | 0 | 0 | For |
| EA Series Trust | 136,711 | 0 | 0 | 0 | For |
| Victory Capital | 133,138 | 0 | 0 | 0 | For |
| Invesco | 128,059 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 126,062 | 0 | 0 | 0 | For |
| Hartford | 120,064 | 0 | 0 | 0 | For |
| SEI | 104,768 | 0 | 0 | 0 | For |
| Jackson National | 95,985 | 7,610 | 0 | 0 | Mixed |
| OLD WESTBURY FUNDS INC | 101,915 | 0 | 0 | 0 | For |
| TIAA | 84,901 | 0 | 0 | 0 | For |
| Equitable | 80,360 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 78,600 | 0 | 0 | 0 | For |
| NEEDHAM FUNDS INC | 67,500 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 57,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.
Combines 3 wordings of this item as funds reported it.
93% Majority: yes · of votes cast
Description as filed by funds: Election of nine nominated directors: Luis Borgen
Carter's, Inc.’s own tally for this item (“Elect Director: Luis A. Borgen”): 26,593,692 for, 2,100,878 against, per its Form 8-K filed May 14, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “Election of Directors Each of the eight director nominees were elected to a one-year term.”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 89 asset managers below reported 16,983,611 for, 691,932 against, 26,695 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,278,682 | 10,864 | 0 | 0 | For |
| BlackRock | 3,928,849 | 0 | 0 | 0 | For |
| Charles Schwab | 1,625,443 | 0 | 0 | 0 | For |
| American Century | 1,329,384 | 0 | 0 | 0 | For |
| PIMCO | 1,254,221 | 0 | 0 | 0 | For |
| Fidelity | 780,369 | 0 | 0 | 0 | For |
| Dimensional | 0 | 594,316 | 0 | 0 | Against |
| State Street | 571,542 | 807 | 0 | 0 | For |
| Columbia Threadneedle | 501,046 | 0 | 0 | 0 | For |
| Royce | 186,483 | 0 | 0 | 0 | For |
| WisdomTree | 182,121 | 0 | 0 | 0 | For |
| BNY Mellon | 173,586 | 0 | 0 | 0 | For |
| EA Series Trust | 136,711 | 0 | 0 | 0 | For |
| Victory Capital | 133,138 | 0 | 0 | 0 | For |
| Invesco | 128,059 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 126,062 | 0 | 0 | 0 | For |
| Hartford | 120,064 | 0 | 0 | 0 | For |
| SEI | 104,768 | 0 | 0 | 0 | For |
| Jackson National | 95,985 | 7,610 | 0 | 0 | Mixed |
| OLD WESTBURY FUNDS INC | 101,915 | 0 | 0 | 0 | For |
| TIAA | 84,901 | 0 | 0 | 0 | For |
| Equitable | 80,360 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 78,600 | 0 | 0 | 0 | For |
| NEEDHAM FUNDS INC | 67,500 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 57,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.
Combines 3 wordings of this item as funds reported it.
92% Majority: yes · of votes cast
Description as filed by funds: Election of nine nominated directors: Mark P. Hipp
Carter's, Inc.’s own tally for this item (“Elect Director: Mark P. Hipp”): 26,471,912 for, 2,222,496 against, per its Form 8-K filed May 14, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “Election of Directors Each of the eight director nominees were elected to a one-year term.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 89 asset managers below reported 16,983,611 for, 691,933 against, 26,695 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,278,682 | 10,865 | 0 | 0 | For |
| BlackRock | 3,928,849 | 0 | 0 | 0 | For |
| Charles Schwab | 1,625,443 | 0 | 0 | 0 | For |
| American Century | 1,329,384 | 0 | 0 | 0 | For |
| PIMCO | 1,254,221 | 0 | 0 | 0 | For |
| Fidelity | 780,369 | 0 | 0 | 0 | For |
| Dimensional | 0 | 594,316 | 0 | 0 | Against |
| State Street | 571,542 | 807 | 0 | 0 | For |
| Columbia Threadneedle | 501,046 | 0 | 0 | 0 | For |
| Royce | 186,483 | 0 | 0 | 0 | For |
| WisdomTree | 182,121 | 0 | 0 | 0 | For |
| BNY Mellon | 173,586 | 0 | 0 | 0 | For |
| EA Series Trust | 136,711 | 0 | 0 | 0 | For |
| Victory Capital | 133,138 | 0 | 0 | 0 | For |
| Invesco | 128,059 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 126,062 | 0 | 0 | 0 | For |
| Hartford | 120,064 | 0 | 0 | 0 | For |
| SEI | 104,768 | 0 | 0 | 0 | For |
| Jackson National | 95,985 | 7,610 | 0 | 0 | Mixed |
| OLD WESTBURY FUNDS INC | 101,915 | 0 | 0 | 0 | For |
| TIAA | 84,901 | 0 | 0 | 0 | For |
| Equitable | 80,360 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 78,600 | 0 | 0 | 0 | For |
| NEEDHAM FUNDS INC | 67,500 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 57,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.
Combines 3 wordings of this item as funds reported it.
92% Majority: yes · of votes cast
Description as filed by funds: Election of nine nominated directors: Stacey S. Rauch
Carter's, Inc.’s own tally for this item (“Elect Director: Stacey S. Rauch”): 26,418,705 for, 2,270,913 against, per its Form 8-K filed May 14, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “Election of Directors Each of the eight director nominees were elected to a one-year term.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 89 asset managers below reported 16,983,610 for, 691,935 against, 26,695 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,278,681 | 10,867 | 0 | 0 | For |
| BlackRock | 3,928,849 | 0 | 0 | 0 | For |
| Charles Schwab | 1,625,443 | 0 | 0 | 0 | For |
| American Century | 1,329,384 | 0 | 0 | 0 | For |
| PIMCO | 1,254,221 | 0 | 0 | 0 | For |
| Fidelity | 780,369 | 0 | 0 | 0 | For |
| Dimensional | 0 | 594,316 | 0 | 0 | Against |
| State Street | 571,542 | 807 | 0 | 0 | For |
| Columbia Threadneedle | 501,046 | 0 | 0 | 0 | For |
| Royce | 186,483 | 0 | 0 | 0 | For |
| WisdomTree | 182,121 | 0 | 0 | 0 | For |
| BNY Mellon | 173,586 | 0 | 0 | 0 | For |
| EA Series Trust | 136,711 | 0 | 0 | 0 | For |
| Victory Capital | 133,138 | 0 | 0 | 0 | For |
| Invesco | 128,059 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 126,062 | 0 | 0 | 0 | For |
| Hartford | 120,064 | 0 | 0 | 0 | For |
| SEI | 104,768 | 0 | 0 | 0 | For |
| Jackson National | 95,985 | 7,610 | 0 | 0 | Mixed |
| OLD WESTBURY FUNDS INC | 101,915 | 0 | 0 | 0 | For |
| TIAA | 84,901 | 0 | 0 | 0 | For |
| Equitable | 80,360 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 78,600 | 0 | 0 | 0 | For |
| NEEDHAM FUNDS INC | 67,500 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 57,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.
Combines 3 wordings of this item as funds reported it.
72% Majority: yes · of votes cast
Description as filed by funds: Election of nine nominated directors: Stephanie P. Stahl
Carter's, Inc.’s own tally for this item (“Elect Director: Stephanie P. Stahl”): 20,728,519 for, 7,963,877 against, per its Form 8-K filed May 14, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “Election of Directors Each of the eight director nominees were elected to a one-year term.”
Support: 72% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 89 asset managers below reported 13,486,585 for, 4,188,959 against, 26,695 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,289,496 | 52 | 0 | 0 | For |
| BlackRock | 3,928,587 | 262 | 0 | 0 | For |
| Charles Schwab | 1,625,443 | 0 | 0 | 0 | For |
| American Century | 0 | 1,329,384 | 0 | 0 | Against |
| PIMCO | 0 | 1,254,221 | 0 | 0 | Against |
| Fidelity | 780,369 | 0 | 0 | 0 | For |
| Dimensional | 0 | 594,316 | 0 | 0 | Against |
| State Street | 571,685 | 664 | 0 | 0 | For |
| Columbia Threadneedle | 501,046 | 0 | 0 | 0 | For |
| Royce | 186,483 | 0 | 0 | 0 | For |
| WisdomTree | 182,121 | 0 | 0 | 0 | For |
| BNY Mellon | 173,586 | 0 | 0 | 0 | For |
| EA Series Trust | 136,711 | 0 | 0 | 0 | For |
| Victory Capital | 0 | 133,138 | 0 | 0 | Against |
| Invesco | 0 | 128,059 | 0 | 0 | Against |
| Bridge Builder Trust | 107,636 | 18,426 | 0 | 0 | Mixed |
| Hartford | 120,064 | 0 | 0 | 0 | For |
| SEI | 104,768 | 0 | 0 | 0 | For |
| Jackson National | 95,985 | 7,610 | 0 | 0 | Mixed |
| OLD WESTBURY FUNDS INC | 0 | 101,915 | 0 | 0 | Against |
| TIAA | 0 | 84,901 | 0 | 0 | Against |
| Equitable | 80,360 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 0 | 78,600 | 0 | 0 | Against |
| NEEDHAM FUNDS INC | 67,500 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 57,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.
Combines 3 wordings of this item as funds reported it.
99.9% of fund votes cast · no official result
The 39 asset managers below reported 240,273 for, 3 against, 6,640,357 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 0 | 0 | 3,928,849 | 0 | Abstain |
| Charles Schwab | 0 | 0 | 1,625,443 | 0 | Abstain |
| Vanguard | 18,080 | 3 | 198,774 | 0 | Mixed |
| EA Series Trust | 5,433 | 0 | 131,278 | 0 | Abstain |
| Bridge Builder Trust | 0 | 0 | 126,062 | 0 | Abstain |
| Hartford | 0 | 0 | 120,064 | 0 | Abstain |
| SEI | 0 | 0 | 104,768 | 0 | Abstain |
| Jackson National | 0 | 0 | 103,595 | 0 | Abstain |
| NEEDHAM FUNDS INC | 67,500 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 0 | 0 | 57,368 | 0 | Abstain |
| NYLIM VP FUNDS TRUST | 0 | 0 | 55,570 | 0 | Abstain |
| Series Portfolios Trust | 35,899 | 0 | 9,300 | 0 | Mixed |
| HUSSMAN INVESTMENT TRUST | 40,000 | 0 | 0 | 0 | For |
| James Alpha Funds Trust | 31,800 | 0 | 0 | 0 | For |
| Morningstar Funds Trust | 0 | 0 | 29,927 | 0 | Abstain |
| ADVISORS' INNER CIRCLE FUND | 0 | 0 | 27,200 | 0 | Abstain |
| ETF Series Solutions | 17,111 | 0 | 7,886 | 0 | Mixed |
| Global X | 0 | 0 | 24,214 | 0 | Abstain |
| Mercer Funds | 0 | 0 | 15,900 | 0 | Abstain |
| John Hancock | 0 | 0 | 13,476 | 0 | Abstain |
| Russell Investments | 0 | 0 | 12,073 | 0 | Abstain |
| RBB FUND, INC. | 0 | 0 | 11,938 | 0 | Abstain |
| PACE SELECT ADVISORS TRUST | 0 | 0 | 10,956 | 0 | Abstain |
| Amplify ETF Trust | 10,485 | 0 | 0 | 0 | For |
| Allianz | 0 | 0 | 10,255 | 0 | Abstain |
Showing the 25 largest of 39 asset managers. See all 39 in the interactive database.
Combines 3 wordings of this item as funds reported it.
74% Approved · of votes cast
Description as filed by funds: Approval of amended and restated equity incentive plan
Carter's, Inc.’s own tally for this item (“3. Approval of the Company's Amended and Restated Equity Incentive Plan”): 20,978,215 for, 7,380,358 against — passed, per its Form 8-K filed May 14, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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.”
Support: 74% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of Carter's, Inc.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Amend Omnibus Stock Plan” (2 managers, 1,400 for, 5,700 against, 26,695 not voted).
The 90 asset managers below reported 13,364,761 for, 4,101,021 against, 187,521 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,289,498 | 47 | 3 | 0 | For |
| BlackRock | 3,928,849 | 0 | 0 | 0 | For |
| Charles Schwab | 1,625,443 | 0 | 0 | 0 | For |
| American Century | 0 | 1,329,384 | 0 | 0 | Against |
| PIMCO | 0 | 1,254,221 | 0 | 0 | Against |
| Fidelity | 780,369 | 0 | 0 | 0 | For |
| Dimensional | 0 | 594,316 | 0 | 0 | Against |
| State Street | 571,685 | 664 | 0 | 0 | For |
| Columbia Threadneedle | 501,046 | 0 | 0 | 0 | For |
| Royce | 0 | 0 | 186,483 | 0 | Abstain |
| WisdomTree | 182,121 | 0 | 0 | 0 | For |
| BNY Mellon | 31,417 | 142,169 | 0 | 0 | Mixed |
| EA Series Trust | 136,711 | 0 | 0 | 0 | For |
| Victory Capital | 0 | 133,138 | 0 | 0 | Against |
| Invesco | 128,059 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 126,062 | 0 | 0 | 0 | For |
| Hartford | 120,064 | 0 | 0 | 0 | For |
| SEI | 104,768 | 0 | 0 | 0 | For |
| Jackson National | 95,985 | 7,610 | 0 | 0 | Mixed |
| OLD WESTBURY FUNDS INC | 0 | 101,915 | 0 | 0 | Against |
| TIAA | 84,901 | 0 | 0 | 0 | For |
| Equitable | 80,360 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 0 | 78,600 | 0 | 0 | Against |
| NEEDHAM FUNDS INC | 67,500 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 57,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.
Combines 9 wordings of this item as funds reported it.
95% Approved · of votes cast
Description as filed by funds: Advisory approval of compensation of our named executive officers
Carter's, Inc.’s own tally for this item (“2. Advisory Vote on Executive Compensation for Named Executive Officers”): 27,183,748 for, 1,303,325 against — passed, per its Form 8-K filed May 14, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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…”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,289,536 | 9 | 3 | 0 | For |
| BlackRock | 3,928,849 | 0 | 0 | 0 | For |
| Charles Schwab | 1,625,443 | 0 | 0 | 0 | For |
| American Century | 1,329,384 | 0 | 0 | 0 | For |
| PIMCO | 1,254,221 | 0 | 0 | 0 | For |
| Fidelity | 780,369 | 0 | 0 | 0 | For |
| Dimensional | 594,316 | 0 | 0 | 0 | For |
| State Street | 572,349 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 501,046 | 0 | 0 | 0 | For |
| Royce | 186,483 | 0 | 0 | 0 | For |
| WisdomTree | 0 | 182,121 | 0 | 0 | Against |
| BNY Mellon | 142,169 | 31,417 | 0 | 0 | Mixed |
| EA Series Trust | 136,711 | 0 | 0 | 0 | For |
| Victory Capital | 133,138 | 0 | 0 | 0 | For |
| Invesco | 0 | 128,059 | 0 | 0 | Against |
| Bridge Builder Trust | 126,062 | 0 | 0 | 0 | For |
| Hartford | 120,064 | 0 | 0 | 0 | For |
| SEI | 104,768 | 0 | 0 | 0 | For |
| Jackson National | 7,610 | 95,985 | 0 | 0 | Mixed |
| OLD WESTBURY FUNDS INC | 101,915 | 0 | 0 | 0 | For |
| TIAA | 84,901 | 0 | 0 | 0 | For |
| Equitable | 80,360 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 78,600 | 0 | 0 | 0 | For |
| NEEDHAM FUNDS INC | 67,500 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 57,368 | 0 | 0 | 0 | For |
Fund voting reports, all 88 managers: 17,126,772 for, 514,461 against, 21,003 abstained, 26,695 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 1,669,309 | 0 | 0 | 0 | For |
| American Century | 1,381,295 | 0 | 0 | 0 | For |
| BlackRock | 1,302,138 | 0 | 0 | 0 | For |
| State Street | 1,267,535 | 1,236 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 885,020 | 0 | 0 | 0 | For |
| PACIFIC INVESTMENT MANAGEMENT CO LLC | 446,118 | 0 | 0 | 0 | For |
| Rubric Capital Management LP | 439,712 | 0 | 0 | 0 | For |
| Wellington | 419,090 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 354,558 | 0 | 0 | 0 | For |
| Vanguard | 326,948 | 0 | 0 | 0 | For |
| J. Goldman & Co LP | 323,452 | 0 | 0 | 0 | For |
| LSV ASSET MANAGEMENT | 297,198 | 1,100 | 0 | 0 | For |
| Northern Trust | 17,821 | 275,559 | 0 | 0 | Mixed |
| MARSHALL WACE, LLP | 269,764 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 0 | 256,074 | 0 | 0 | Against |
| JACOBS LEVY EQUITY MANAGEMENT, INC | 240,445 | 0 | 0 | 0 | For |
| Newton Investment Management North America, LLC | 212,725 | 0 | 0 | 0 | For |
| BESSEMER INVESTMENT MANAGEMENT LLC | 203,830 | 0 | 0 | 0 | For |
| Interval Partners, LP | 185,393 | 0 | 0 | 0 | For |
| NICOLA WEALTH MANAGEMENT LTD. | 179,100 | 0 | 0 | 0 | For |
| PRINCIPAL GLOBAL INVESTORS | 178,766 | 0 | 0 | 0 | For |
| AQR | 166,971 | 0 | 0 | 0 | For |
| Royce | 142,390 | 0 | 0 | 0 | For |
| Victory Capital | 134,654 | 0 | 0 | 0 | For |
| SEI | 133,879 | 0 | 0 | 0 | For |
Institutional-manager reports, all 252 managers: 13,096,508 for, 806,756 against, 236,414 abstained, 8,015 not voted. Showing the 25 largest; see all in the interactive database.
Combines 5 wordings of this item as funds reported it.
99% Approved · of votes cast
Description as filed by funds: Ratification of appointment of PricewaterhouseCoopers LLP as Carter's independent registered public accounting firm for fiscal 2026
Carter's, Inc.’s own tally for this item (“4. Ratification of Appointment of Independent Registered Public Accounting Firm”): 32,154,770 for, 467,049 against — passed, per its Form 8-K filed May 14, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 90 asset managers below reported 17,338,757 for, 320,794 against, 26,695 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,283,826 | 5,722 | 0 | 0 | For |
| BlackRock | 3,928,849 | 0 | 0 | 0 | For |
| Charles Schwab | 1,625,443 | 0 | 0 | 0 | For |
| American Century | 1,329,384 | 0 | 0 | 0 | For |
| PIMCO | 1,254,221 | 0 | 0 | 0 | For |
| Fidelity | 780,369 | 0 | 0 | 0 | For |
| Dimensional | 594,316 | 0 | 0 | 0 | For |
| State Street | 572,314 | 35 | 0 | 0 | For |
| Columbia Threadneedle | 501,046 | 0 | 0 | 0 | For |
| Royce | 186,483 | 0 | 0 | 0 | For |
| WisdomTree | 182,121 | 0 | 0 | 0 | For |
| BNY Mellon | 31,417 | 142,169 | 0 | 0 | Mixed |
| EA Series Trust | 5,433 | 131,278 | 0 | 0 | Against |
| Victory Capital | 133,138 | 0 | 0 | 0 | For |
| Invesco | 128,059 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 126,062 | 0 | 0 | 0 | For |
| Hartford | 120,064 | 0 | 0 | 0 | For |
| SEI | 104,768 | 0 | 0 | 0 | For |
| Jackson National | 103,595 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 101,915 | 0 | 0 | 0 | For |
| TIAA | 84,901 | 0 | 0 | 0 | For |
| Equitable | 80,360 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 78,600 | 0 | 0 | 0 | For |
| NEEDHAM FUNDS INC | 67,500 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 57,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 36,850,117 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 11.64% |
| 2 | BlackRock | 10.66% |
| 3 | Charles Schwab | 4.41% |
| 4 | American Century | 3.61% |
| 5 | PIMCO | 3.40% |
| 6 | Fidelity | 2.12% |
| 7 | Dimensional | 1.61% |
| 8 | State Street | 1.55% |
| 9 | Columbia Threadneedle | 1.36% |
| 10 | Royce | 0.51% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Charles Schwab | 4.53% |
| 2 | American Century | 3.75% |
| 3 | BlackRock | 3.53% |
| 4 | State Street | 3.44% |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.40% |
| 6 | PACIFIC INVESTMENT MANAGEMENT CO LLC | 1.21% |
| 7 | Rubric Capital Management LP | 1.19% |
| 8 | Wellington | 1.14% |
| 9 | PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0.96% |
| 10 | Vanguard | 0.89% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| BlackRock | 14.86% | 13F |
| Vanguard Group | 11.19% | 13F |
| Pacific Investment Management Company LLC | 5.13% | 13G |
| Dimensional Fund Advisors | 4.79% | 13F |
| Morgan Stanley | 4.78% | 13F |
| State Street | 4.10% | 13F |
| RWWM, Inc. | 3.92% | 13G |
| Goldman Sachs | 2.55% | 13F |
| Geode Capital | 2.40% | 13F |
| BNY Mellon | 1.73% | 13F |
Percentages above are of 36,850,117 shares outstanding, as reported by Carter's, Inc. on its Form 10-Q dated April 27, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Carter's, Inc.’s 10-Q dated April 27, 2026. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At Carter's, Inc.'s shareholder meeting held May 13, 2026, in the 2025-2026 proxy season, 321 asset managers reported how they voted in their SEC Form N-PX filings, covering 3,707 separate fund positions. Their filings are grouped here into 12 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Advisory approval of compensation of our named executive officers — Carter's, Inc.'s filing reports the proposal as approved, with 95% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: Carter's, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 14, 2026.
Carter's, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.