Independent
Tenure on this board
4.2 yrs
Meeting calendar
CRI · Annual meeting · Wednesday, May 13, 2026
Carters Inc
9 nominees · 4 ballot items.
Election of nine directors; Advisory approval of named executive officer compensation (say-on-pay); Approval of amended and restated Equity Incentive Plan (increase shares, remove fungibility, add minimum vesting, prohibit dividends on unvested awards); Ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal 2026.
Market cap
$1.4B
1Y TSR
+38.5%
Board grade
C-
Record date
Mar 20, 2026
Filing
DEF 14A
Meeting concluded · May 13, 2026
Follow how the vote landed and what changed on Carters Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElection of nine nominated directors to serve for one-year terms until the 2027 annual meeting.
- 2
Advisory Vote on Approval of Executive Compensation (Say-on-Pay
ManagementBoard: FORNon-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
- 3
Approval of the Company’s Amended and Restated Equity Incentive Plan
ManagementBoard: FORApprove amendment and restatement of the Equity Incentive Plan to increase share reserve by 2,000,000 shares to 20,778,392 total, remove fungibility, add one-year minimum vesting (with limited exceptions), and prohibit dividends/dividend equivalents on unvested awards.
More detail
The proposal asks shareholders to approve the Company’s Amended and Restated Equity Incentive Plan, primarily to increase the available share pool by 2,000,000 shares (to 20,778,392) and implement structural changes including removal of fungibility, a new one-year minimum vesting rule (with limited 5% exception and exceptions for assumed/substituted awards), and prohibition of dividends/dividend equivalents on unvested awards. Management and the Compensation & Human Capital Committee state the increase is needed to support recruiting, retention, and long-term incentive alignment, and they benchmarked expected burn rate vs peers and seek a reserve sufficient for approximately three years of grants. Removal of fungibility reduces the accounting conversion that previously treated options as 1.46 share equivalents and therefore more conservative in share usage; the one-year minimum vesting aligns with market practices and addresses governance concerns over short-term vesting; and prohibiting dividends on unvested awards aligns payout with vesting and stockholder interests. The Committee evaluated potential dilution, historical usage, and peer comparisons and concluded the plan balances ongoing incentive needs against dilution. The Board recommends a vote FOR, highlighting that the plan preserves flexibility for award types, includes individual and aggregate limits, and retains anti-repricing protections and clawback provisions; approval requires majority of votes properly cast.
- 4
Ratification of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal 2026.
Director elections
Nominees on the ballot9
Independent
Tenure on this board
4.2 yrs
Also a director at
Otis Worldwide Corp (OTIS)
Independent
Tenure on this board
4.7 yrs
Also a director at
Eastern Bankshares Inc (EBC)
Independent
Tenure on this board
16.0 yrs
Independent
Tenure on this board
8.4 yrs
Not independent
Tenure on this board
1.1 yrs
Independent
Tenure on this board
4.2 yrs
Independent
Tenure on this board
7.0 yrs
Also a director at
Cincinnati Financial Corp (CINF)
Independent
Tenure on this board
4.2 yrs
Also a director at
Dollar Tree Inc (DLTR)Newell Brands Inc (NWL)Edgewell Personal Care Co (EPC)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.4% | 3,842,245 | $137M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.9% | 2,553,717 | $91M |
| 3 | RWWM, Inc. | 6.4% | 2,342,359 | $84M |
| 4 | Allianz Asset Management GmbH | 4.9% | 1,820,289 | $65M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.6% | 1,682,579 | $60M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 1,531,831 | $55M |
| 7 | STATE STREET CORP | 4.1% | 1,509,381 | $54M |
| 8 | AMERICAN CENTURY COMPANIES INC | 3.7% | 1,381,126 | $49M |
| 9 | BlackRock, Inc. | 3.0% | 1,094,067 | $39M |
| 10 | UBS Group AG | 2.9% | 1,069,364 | $38M |
Peers
Nearest market capOther Consumer Cyclical sector meetings6
Upcoming shareholder meetings at Carters Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Reference
Frequently asked questions
- When is the Carters Inc 2026 annual meeting?
- Carters Inc (CRI) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.
- What is the record date for the Carters Inc 2026 meeting?
- The record date for the Carters Inc 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Carters Inc's 2026 meeting?
- The board is presenting 9 director nominees at the Carters Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Carters Inc 2026 meeting?
- Shareholders will vote on 4 proposals at the Carters Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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