Item 5.07 Submission of Matters to a Vote of Security Holders.

Carter's, Inc. (the "Company") held its Annual Meeting of Shareholders on May 14, 2020 (the "Annual Meeting"). Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.

1. Election of Directors

Each of the twelve director nominees were elected to a one-year term. The voting results were as follows:



                         Total votes      Total votes       Total votes        Broker
Nominee                      for            against          abstained        non-votes
Hali Borenstein            39,675,372         111,478           32,736         1,355,838
Amy Woods Brinkley         39,607,073         179,729           32,784         1,355,838
Giuseppina Buonfantino     39,606,230         180,251           33,105         1,355,838
Michael D. Casey           38,789,270         979,815           50,501         1,355,838
A. Bruce Cleverly          39,020,170         766,218           33,198         1,355,838
Jevin S. Eagle             39,429,117         357,270           33,199         1,355,838
Mark P. Hipp               39,345,378         440,419           33,789         1,355,838
William J. Montgoris       38,880,619         905,278           33,689         1,355,838
Richard A. Noll            39,664,829         121,164           33,593         1,355,838
Gretchen W. Price          39,675,254         111,433           32,899         1,355,838
David Pulver               38,961,185         824,698           33,703         1,355,838
Thomas E. Whiddon          37,464,774        2,321,204          33,608         1,355,838

2. Advisory Vote on Executive Compensation for Named Executive Officers

The shareholders of the Company approved, on an advisory basis, the 2019 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 voting results were as follows:



   Total votes       Total votes       Total votes        Broker
       for             against          abstained        non-votes
     39,202,008         514,558           103,020         1,355,838

3. 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 2020. The voting results were as follows:



   Total votes       Total votes       Total votes
       for             against          abstained
     40,459,988         692,032            23,404

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