Carter's (CRI) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2011

Carter’s, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-31829	13-3912933
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
The Proscenium, 1170 Peachtree Street NE, Suite 900 Atlanta, Georgia 30309
(Address of principal executive offices, including zip code)
(404) 745-2700
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

The Company held its Annual Meeting of Shareholders on May 13, 2011 (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 Amy Woods Brinkley, Michael D. Casey, A. Bruce Cleverly, and Jevin S. Eagle was elected as a Class II Director to serve a three-year term.  The voting results were as follows:

Nominee	Total votes for		Total votes withheld		Broker non-votes
Amy Woods Brinkley		51,879,559		153,981		2,499,831
Michael D. Casey		51,693,639		339,901		2,499,831
A. Bruce Cleverly		51,450,145		583,395		2,499,831
Jevin S. Eagle		51,917,311		116,229		2,499,831

2.  Advisory Vote on Executive Compensation

The shareholders of the Company approved executive compensation as disclosed in the Company’s proxy statement filed in connection with the Annual Meeting (the “say-on-pay” vote).  The voting results were as follows:

Total votes for		Total votes against		Total votes abstained		Broker non-votes
	51,006,870		1,012,472		14,198		2,499,831

3.  Advisory Vote on the Frequency of the “say-on-pay” Vote

The shareholders of the Company recommended that the “say-on-pay” vote be taken every year.  The voting results were as follows:

One Year		Two Years		Three Years		Total votes abstained		Broker non-votes
	29,262,019		287,444		22,459,226		24,851		2,499,831

Although the vote is advisory, the Board of Directors values the opinion of the Company’s shareholders.  In light of the voting results on this proposal, the Board has determined that the Company will hold an annual “say-on-pay” vote until the next shareholder vote regarding the frequency of the “say-on-pay” vote.

4.  Approval of the Company’s Amended and Restated Equity Incentive Plan

The shareholders of the Company approved the Company’s Amended and Restated Equity Incentive Plan.  The voting results were as follows:

Total votes for		Total votes against		Total votes abstained		Broker non-votes
	49,538,434		2,477,275		17,831		2,499,831

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5.  Approval of the Company’s Amended and Restated Annual Incentive Compensation Plan

      The shareholders of the Company approved the Company’s Amended and Restated Annual Incentive Compensation Plan.  The voting results were as follows:

Total votes for		Total votes against		Total votes abstained		Broker non-votes
	51,270,608		749,837		13,095		2,499,831

6.  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 2011.  The voting results were as follows:

Total votes for		Total votes against		Total votes abstained
	54,446,720		81,707		4,944

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, Carter’s, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

May 19, 2011	CARTER’S, INC.
	By:	/s/ BRENDAN M. GIBBONS
	Name:	Brendan M. Gibbons
	Title:	Senior Vice President of Legal & Corporate Affairs, General  Counsel, and Secretary

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