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Carter's, Inc. 2025-2026 Proxy Voting Records

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.

  • 12Reported items
  • 321Asset managers
  • 3,707Fund votes
  • May 13, 2026Meeting date

Results at a glance

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

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

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Carter's, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Carter's, Inc.

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.

Carter's, Inc. — official shareholder meeting results, meeting held May 13, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Rochester Anderson, Jr. 26,433,7442,255,893109,613 --3,931,843 92%Elected—
Elect Director: Jeffrey H. Black 26,517,4592,176,948104,843 --3,931,843 92%Elected—
Elect Director: Luis A. Borgen 26,593,6922,100,878104,680 --3,931,843 93%Elected—
Elect Director: Jevin S. Eagle 26,633,0292,061,628104,593 --3,931,843 93%Elected—
Elect Director: Mark P. Hipp 26,471,9122,222,496104,842 --3,931,843 92%Elected—
Elect Director: Stacey S. Rauch 26,418,7052,270,913109,632 --3,931,843 92%Elected—
Elect Director: Gretchen W. Schar 26,273,4742,421,022104,754 --3,931,843 92%Elected—
Elect Director: Stephanie P. Stahl 20,728,5197,963,877106,854 --3,931,843 72%Elected—
2. Advisory Vote on Executive Compensation for Named Executive Officers 27,183,7481,303,325312,177 --3,931,843 95%Approved—
3. Approval of the Company's Amended and Restated Equity Incentive Plan 20,978,2157,380,358440,677 --3,931,843 74%Approved—
4. Ratification of Appointment of Independent Registered Public Accounting Firm 32,154,770467,049-- ---- 99%Approved—

Source: Carter's, Inc., Form 8-K, filed with the SEC on May 14, 2026 — read the filing on EDGAR.

How asset managers voted at the Carter's, Inc. 2025-2026 meeting

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.

1. Elect Director: Rochester Anderson, Jr.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 26,433,744AGAINST: 2,255,893
Details: description as filed, official tally, votes by 90 asset managers

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.

FOR
FOR: 16,986,617AGAINST: 691,933NOT VOTED: 26,695
Largest asset managers voting on “Election of nine nominated directors: Rochester Anderson, Jr.” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,278,68110,865 00For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,542807 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon173,5860 00For
EA Series Trust136,7110 00For
Victory Capital133,1380 00For
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00Mixed
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

2. Elect Director: Gretchen W. Schar

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 26,273,474AGAINST: 2,421,022
Details: description as filed, official tally, votes by 89 asset managers

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.

FOR
FOR: 16,816,160AGAINST: 859,384NOT VOTED: 26,695
Largest asset managers voting on “Election of nine nominated directors: Gretchen W. Schar” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,272,96416,584 00For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,542807 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon173,5860 00For
EA Series Trust5,433131,278 00Against
Victory Capital133,1380 00For
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00Mixed
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable52,88027,480 00Mixed
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

3. Elect Director: Jeffrey H. Black

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 26,517,459AGAINST: 2,176,948
Details: description as filed, official tally, votes by 89 asset managers

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.

FOR
FOR: 16,983,610AGAINST: 691,934NOT VOTED: 26,695
Largest asset managers voting on “Election of nine nominated directors: Jeffrey H. Black” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,278,68110,866 00For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,542807 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon173,5860 00For
EA Series Trust136,7110 00For
Victory Capital133,1380 00For
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00Mixed
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

4. Elect Director: Jevin S. Eagle

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 26,633,029AGAINST: 2,061,628
Details: description as filed, official tally, votes by 89 asset managers

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.

FOR
FOR: 16,983,578AGAINST: 691,967NOT VOTED: 26,695
Largest asset managers voting on “Election of nine nominated directors: Jevin S. Eagle” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,278,68410,864 00For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,507842 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon173,5860 00For
EA Series Trust136,7110 00For
Victory Capital133,1380 00For
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00Mixed
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

5. Elect Director: Luis A. Borgen

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 26,593,692AGAINST: 2,100,878
Details: description as filed, official tally, votes by 89 asset managers

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.

FOR
FOR: 16,983,611AGAINST: 691,932NOT VOTED: 26,695
Largest asset managers voting on “Election of nine nominated directors: Luis Borgen” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,278,68210,864 00For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,542807 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon173,5860 00For
EA Series Trust136,7110 00For
Victory Capital133,1380 00For
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00Mixed
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

6. Elect Director: Mark P. Hipp

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 26,471,912AGAINST: 2,222,496
Details: description as filed, official tally, votes by 89 asset managers

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.

FOR
FOR: 16,983,611AGAINST: 691,933NOT VOTED: 26,695
Largest asset managers voting on “Election of nine nominated directors: Mark P. Hipp” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,278,68210,865 00For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,542807 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon173,5860 00For
EA Series Trust136,7110 00For
Victory Capital133,1380 00For
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00Mixed
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

7. Elect Director: Stacey S. Rauch

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 26,418,705AGAINST: 2,270,913
Details: description as filed, official tally, votes by 89 asset managers

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.

FOR
FOR: 16,983,610AGAINST: 691,935NOT VOTED: 26,695
Largest asset managers voting on “Election of nine nominated directors: Stacey S. Rauch” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,278,68110,867 00For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,542807 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon173,5860 00For
EA Series Trust136,7110 00For
Victory Capital133,1380 00For
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00Mixed
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

8. Elect Director: Stephanie P. Stahl

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

72% Majority: yes · of votes cast

FOR 72%AGAINST
FOR: 20,728,519AGAINST: 7,963,877
Details: description as filed, official tally, votes by 89 asset managers

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.

FORAGAINST
FOR: 13,486,585AGAINST: 4,188,959NOT VOTED: 26,695
Largest asset managers voting on “Election of nine nominated directors: Stephanie P. Stahl” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,289,49652 00For
BlackRock3,928,587262 00For
Charles Schwab1,625,4430 00For
American Century01,329,384 00Against
PIMCO01,254,221 00Against
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,685664 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon173,5860 00For
EA Series Trust136,7110 00For
Victory Capital0133,138 00Against
Invesco0128,059 00Against
Bridge Builder Trust107,63618,426 00Mixed
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00Mixed
OLD WESTBURY FUNDS INC0101,915 00Against
TIAA084,901 00Against
Equitable80,3600 00For
BRIDGEWAY FUNDS INC078,600 00Against
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

9. Election of nine nominated directors Douglas C. Palladini

No official matchDIRECTOR ELECTIONS

Combines 3 wordings of this item as funds reported it.

99.9% of fund votes cast · no official result

ABSTAIN
Details: votes by 39 asset managers

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.

FOR: 240,273AGAINST: 3ABSTAIN: 6,640,357
Largest asset managers voting on “Election of nine nominated directors Douglas C. Palladini” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock00 3,928,8490Abstain
Charles Schwab00 1,625,4430Abstain
Vanguard18,0803 198,7740Mixed
EA Series Trust5,4330 131,2780Abstain
Bridge Builder Trust00 126,0620Abstain
Hartford00 120,0640Abstain
SEI00 104,7680Abstain
Jackson National00 103,5950Abstain
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC00 57,3680Abstain
NYLIM VP FUNDS TRUST00 55,5700Abstain
Series Portfolios Trust35,8990 9,3000Mixed
HUSSMAN INVESTMENT TRUST40,0000 00For
James Alpha Funds Trust31,8000 00For
Morningstar Funds Trust00 29,9270Abstain
ADVISORS' INNER CIRCLE FUND00 27,2000Abstain
ETF Series Solutions17,1110 7,8860Mixed
Global X00 24,2140Abstain
Mercer Funds00 15,9000Abstain
John Hancock00 13,4760Abstain
Russell Investments00 12,0730Abstain
RBB FUND, INC.00 11,9380Abstain
PACE SELECT ADVISORS TRUST00 10,9560Abstain
Amplify ETF Trust10,4850 00For
Allianz00 10,2550Abstain

Showing the 25 largest of 39 asset managers. See all 39 in the interactive database.

10. 3. Approval of the Company's Amended and Restated Equity Incentive Plan

Official resultCOMPENSATIONReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

74% Approved · of votes cast

FOR 74%AGAINST
FOR: 20,978,215AGAINST: 7,380,358
Details: description as filed, official tally, votes by 90 asset managers

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.

FORAGAINST
FOR: 13,364,761AGAINST: 4,101,021ABSTAIN: 187,521
Largest asset managers voting on “Approval of amended and restated equity incentive plan” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,289,49847 30For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century01,329,384 00Against
PIMCO01,254,221 00Against
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,685664 00For
Columbia Threadneedle501,0460 00For
Royce00 186,4830Abstain
WisdomTree182,1210 00For
BNY Mellon31,417142,169 00Mixed
EA Series Trust136,7110 00For
Victory Capital0133,138 00Against
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00Mixed
OLD WESTBURY FUNDS INC0101,915 00Against
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC078,600 00Against
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

11. 2. Advisory Vote on Executive Compensation for Named Executive Officers

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 9 wordings of this item as funds reported it.

95% Approved · of votes cast

FOR 95%
FOR: 27,183,748AGAINST: 1,303,325
Details: description as filed, official tally, votes by 321 asset managers

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).

Fund voting reports: 88 asset managers voting on “Advisory approval of compensation of our named executive officers” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,289,5369 30For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional594,3160 00For
State Street572,3490 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree0182,121 00Against
BNY Mellon142,16931,417 00Mixed
EA Series Trust136,7110 00For
Victory Capital133,1380 00For
Invesco0128,059 00Against
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National7,61095,985 00Mixed
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

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.

Institutional-manager reports: 252 asset managers voting on “Advisory approval of compensation of our named executive officers” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Charles Schwab1,669,3090 00For
American Century1,381,2950 00For
BlackRock1,302,1380 00For
State Street1,267,5351,236 00For
GEODE CAPITAL MANAGEMENT, LLC885,0200 00For
PACIFIC INVESTMENT MANAGEMENT CO LLC446,1180 00For
Rubric Capital Management LP439,7120 00For
Wellington419,0900 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC354,5580 00For
Vanguard326,9480 00For
J. Goldman & Co LP323,4520 00For
LSV ASSET MANAGEMENT297,1981,100 00For
Northern Trust17,821275,559 00Mixed
MARSHALL WACE, LLP269,7640 00For
MELLON INVESTMENTS Corp0256,074 00Against
JACOBS LEVY EQUITY MANAGEMENT, INC240,4450 00For
Newton Investment Management North America, LLC212,7250 00For
BESSEMER INVESTMENT MANAGEMENT LLC203,8300 00For
Interval Partners, LP185,3930 00For
NICOLA WEALTH MANAGEMENT LTD.179,1000 00For
PRINCIPAL GLOBAL INVESTORS178,7660 00For
AQR166,9710 00For
Royce142,3900 00For
Victory Capital134,6540 00For
SEI133,8790 00For

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.

12. 4. Ratification of Appointment of Independent Registered Public Accounting Firm

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

99% Approved · of votes cast

FOR 99%
FOR: 32,154,770AGAINST: 467,049
Details: description as filed, official tally, votes by 90 asset managers

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.

FOR
FOR: 17,338,757AGAINST: 320,794NOT VOTED: 26,695
Largest asset managers voting on “Ratification of appointment of PricewaterhouseCoopers LLP as Carter's independent registered public accounting” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,283,8265,722 00For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional594,3160 00For
State Street572,31435 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon31,417142,169 00Mixed
EA Series Trust5,433131,278 00Against
Victory Capital133,1380 00For
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National103,5950 00For
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Largest Carter's, Inc. shareholders voting in 2025-2026

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.

Fund voting reports: top Carter's, Inc. shareholders by shares voted on “Advisory approval of compensation of our named executive officers”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 11.64%
2BlackRock 10.66%
3Charles Schwab 4.41%
4American Century 3.61%
5PIMCO 3.40%
6Fidelity 2.12%
7Dimensional 1.61%
8State Street 1.55%
9Columbia Threadneedle 1.36%
10Royce 0.51%
Institutional-manager reports: top Carter's, Inc. shareholders by shares voted on “Advisory approval of compensation of our named executive officers”, 2025-2026
#Asset manager % of shares outstanding
1Charles Schwab 4.53%
2American Century 3.75%
3BlackRock 3.53%
4State Street 3.44%
5GEODE CAPITAL MANAGEMENT, LLC 2.40%
6PACIFIC INVESTMENT MANAGEMENT CO LLC 1.21%
7Rubric Capital Management LP 1.19%
8Wellington 1.14%
9PARAMETRIC PORTFOLIO ASSOCIATES LLC 0.96%
10Vanguard 0.89%

Reported Carter's, Inc. holdings and ownership

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.

Carter's, Inc. holdings and ownership disclosed for the 2025-2026 proxy season
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.

About this page

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.