Carters Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: CRI · Form: DEF 14A · Filed: Apr 4, 2024 · CIK: 1060822

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Carters Inc., Corporate Governance, Executive Compensation

TL;DR

<b>Carters Inc. has filed its Definitive Proxy Statement for the period ending May 16, 2024.</b>

AI Summary

CARTERS INC (CRI) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. Carters Inc. filed a Definitive Proxy Statement (DEF 14A) on April 4, 2024. The filing covers the period ending May 16, 2024. The company's fiscal year ends on December 30th. Carters Inc. is incorporated in Delaware. The company's principal executive offices are located in Atlanta, GA.

Why It Matters

For investors and stakeholders tracking CARTERS INC, this filing contains several important signals. This DEF 14A filing is a standard disclosure for publicly traded companies, providing shareholders with information regarding upcoming annual meetings, executive compensation, and voting matters. Shareholders should review this document to understand key proposals, director nominations, and compensation details before the annual meeting on May 16, 2024.

Risk Assessment

Risk Level: low — CARTERS INC shows low risk based on this filing. The filing is a routine DEF 14A, indicating no immediate material changes or urgent disclosures beyond standard corporate governance information.

Analyst Insight

Review the executive compensation and any shareholder proposals detailed in the DEF 14A to understand potential impacts on company strategy and governance.

Key Numbers

Key Players & Entities

FAQ

When did CARTERS INC file this DEF 14A?

CARTERS INC filed this Proxy Statement (DEF 14A) with the SEC on April 4, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by CARTERS INC (CRI).

Where can I read the original DEF 14A filing from CARTERS INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by CARTERS INC.

What are the key takeaways from CARTERS INC's DEF 14A?

CARTERS INC filed this DEF 14A on April 4, 2024. Key takeaways: Carters Inc. filed a Definitive Proxy Statement (DEF 14A) on April 4, 2024.. The filing covers the period ending May 16, 2024.. The company's fiscal year ends on December 30th..

Is CARTERS INC a risky investment based on this filing?

Based on this DEF 14A, CARTERS INC presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating no immediate material changes or urgent disclosures beyond standard corporate governance information.

What should investors do after reading CARTERS INC's DEF 14A?

Review the executive compensation and any shareholder proposals detailed in the DEF 14A to understand potential impacts on company strategy and governance. The overall sentiment from this filing is neutral.

How does CARTERS INC compare to its industry peers?

Carters Inc. operates in the apparel industry, specifically focusing on children's clothing. This DEF 14A filing is typical for companies in this sector to communicate with shareholders about corporate matters.

Are there regulatory concerns for CARTERS INC?

The DEF 14A filing is mandated by the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders before annual meetings.

Industry Context

Carters Inc. operates in the apparel industry, specifically focusing on children's clothing. This DEF 14A filing is typical for companies in this sector to communicate with shareholders about corporate matters.

Regulatory Implications

The DEF 14A filing is mandated by the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders before annual meetings.

What Investors Should Do

  1. Review the detailed sections on executive compensation, including base salary, bonuses, and equity awards.
  2. Examine the list of director nominees and their qualifications.
  3. Understand any shareholder proposals and the company's recommendation for voting.

Key Dates

Year-Over-Year Comparison

This is the initial filing of the DEF 14A for the reporting period. Previous filings would be for different periods or forms.

Filing Stats: 4,256 words · 17 min read · ~14 pages · Grade level 16.6 · Accepted 2024-04-04 06:06:51

Filing Documents

Executive Compensation Highlights for Fiscal 2023

Executive Compensation Highlights for Fiscal 2023 29 Compensation Governance 30 Compensation Structure and Determination 31 Base Salary 31 Annual Cash Incentive Compensation 31 Long-Term Equity Incentive Compensation 32 Role of the Compensation & Human Capital Committee, Independent Consultant and Management 33 Peer Group Analysis and Retail Survey 33 Say-on-Pay Results 33 2023 Total Direct Compensation 34 2023 Base Salary 34 2023 Annual Cash Incentive Compensation 35 2023 Annual Cash Incentive Compensation —Performance Metrics 35 2023 Long-Term Equity Incentive Compensation 36 Stock Ownership Guidelines and Equity Retention Policy 37 401(k) Plan 37 Perquisites and Other Benefits 37 Accounting and Tax Considerations 37 Clawback and Hedging Policies 37 Retirement of NEO and Consulting Agreement 38 Severance Agreements with NEOs 39 COMPENSATION & HUMAN CAPITAL COMMITTEE REPORT 40 COMPENSATION & HUMAN CAPITAL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 41 FISCAL 2023 SUMMARY COMPENSATION TABLE 43 FISCAL 2023 GRANTS OF PLAN-BASED AWARDS 44 OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END 46 OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023 46 NONQUALIFIED DEFERRED COMPENSATION 48 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL 50 PAY RATIO DISCLOSURE 51 PAY VERSUS PERFORMANCE DISCLOSURE 55 TRANSACTIONS WITH RELATED PERSONS, PROMOTERS, AND CERTAIN CONTROL PERSONS 56 SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS, AND EXECUTIVE OFFICERS 58 PROPOSAL NUMBER TWO – ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION 59 AUDIT COMMITTEE REPORT 60 PROPOSAL NUMBER THREE – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 61 OTHER MATTERS 62 QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING 69 APPENDIX 2024 Proxy Statement Table of Contents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Proxy Statement contains certain forward-looking statements within the meaning of the federal securities laws relating to our future performance, including statements with respect to Carter's plans to distribute excess capital to investors, Carter's future outlook, financial results and sales growth, operational challenges, liquidity, strategy, financings, and investments. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," and similar terms. These forward-looking statements are based upon our current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements including, but not limited to, those discussed in the subsection entitled "Risk Factors" under Part I, Item 1A of Carter's Annual Report on Form 10-K and the following: risks related to public health crises, such as those experienced during the COVID-19 pandemic; changes in global economic and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits; continued inflationary pressures with respect to labor and raw materials and global supply chain constraints that have, and could continue, to affect freight, transit, and other costs; risks related to geopolitical conflict, including ongoing geopolitical challenges between the United States and China, the ongoing hostilities in Ukraine, Israel, and the Red Sea region, acts of terrorism, mass casualty events, social unrest, civil disturbance or disobedience; risks related to a shutdown of the U.S. government; finan

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