Carter's (CRI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, to be held virtually for stockholders of record as of March 20, 2025.

• Proxy materials are available online, with options to request paper or email copies at no charge.

Voting matters and shareholder proposals

• Election of 11 nominated directors is up for vote.

• Advisory vote on executive compensation (say-on-pay) is included.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2025.

• Other business may be conducted as appropriate at the meeting.

Board of directors and corporate governance

• Eleven individuals nominated for election to the board, including Rochester Anderson, Jr., Jeffrey H. Black, Hali Borenstein, and others.

• Board recommends voting FOR all proposals on the agenda.