Carter's (CRI) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 14, 2025, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Eleven directors are nominated for election, including a new CEO & President appointed in April 2025.

• The Board recommends voting in favor of all proposals, including the advisory say-on-pay vote and auditor ratification.

• The proxy statement includes forward-looking statements regarding risks such as economic conditions, supply chain, and consumer trends.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 11 directors, (2) advisory approval of executive compensation, and (3) ratification of PricewaterhouseCoopers LLP as auditor for 2025.

• Majority voting standard applies for director elections; directors not receiving a majority must tender resignation.

• Shareholders can submit proposals or director nominations for the 2026 meeting by specified deadlines.

Board of directors and corporate governance

• All directors are elected annually; the Board is currently set at 11 members.

• The Board includes a mix of skills in finance, retail, technology, ESG, and international business.

• The Board separated the roles of Chairman and CEO in 2025, appointing a Non-Executive Chairman.

• All directors are independent under NYSE and SEC standards.

• Board and committee evaluations are conducted annually, including peer assessments.

• Retirement policy generally limits director service to age 75, with exceptions for continuity.

• Four standing committees: Audit, Compensation & Human Capital, Nominating & Corporate Governance, and Business Transformation.