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Carter's, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Carter's, Inc.’s Form 8-K, filed 2026-05-14 (Item 5.07 on EDGAR). Page generated 04 October 2026.

  • 14Reported items
  • 321Asset managers
  • 3,694Fund votes
  • 2026-05-13Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Carter's, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Carter's, Inc.

These tallies are Carter's, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2026-05-14 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

Carter's, Inc. — official shareholder meeting results, meeting held 2026-05-13
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Rochester Anderson, Jr. 26,433,7442,255,893109,613 --3,931,843 Majority: yes
Elect Director: Jeffrey H. Black 26,517,4592,176,948104,843 --3,931,843 Majority: yes
Elect Director: Luis A. Borgen 26,593,6922,100,878104,680 --3,931,843 Majority: yes
Elect Director: Jevin S. Eagle 26,633,0292,061,628104,593 --3,931,843 Majority: yes
Elect Director: Mark P. Hipp 26,471,9122,222,496104,842 --3,931,843 Majority: yes
Elect Director: Stacey S. Rauch 26,418,7052,270,913109,632 --3,931,843 Majority: yes
Elect Director: Gretchen W. Schar 26,273,4742,421,022104,754 --3,931,843 Majority: yes
Elect Director: Stephanie P. Stahl 20,728,5197,963,877106,854 --3,931,843 Majority: yes
Proposal 2: Advisory Vote on Executive Compensation for Named Executive Officers The stockholders of the Company approved, on an advisory basis, the 2025 compensation awarded to the Company's named executive officers as disclosed in the Company's proxy stateme 27,183,7481,303,325312,177 --3,931,843 Passed
Proposal 3: Approval of the Company's Amended and Restated Equity Incentive Plan The stockholders of the Company approved the Company's Amended and Restated Equity Incentive Plan. 20,978,2157,380,358440,677 --3,931,843 Passed
Proposal 4: 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 2026. 32,154,770467,049-- ---- Majority: yes

Source: Carter's, Inc., Form 8-K, filed with the SEC on 2026-05-14 — read the filing on EDGAR.

How asset managers voted at the Carter's, Inc. 2025-2026 meeting

Each item below shows how the 321 asset managers that disclosed a Carter's, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Carter's, Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Advisory approval of compensation of our named executive officers

SECTION 14A SAY-ON-PAY VOTESCompany result: Passed

Combines 9 wordings of this item as funds reported it.

95% Passed · of votes cast

FOR 95%
FOR: 27,183,748AGAINST: 1,303,325

Carter's, Inc.’s own tally for this item (“Proposal 2: Advisory Vote on Executive Compensation for Named Executive Officers The stockholders of the Company approved, on an advisory basis, the 2025 compensation awarded to the Company's named executive officers as ”): 27,183,748 for, 1,303,325 against — passed, per its Form 8-K filed 2026-05-14 (Item 5.07). Of all 36,850,117 outstanding shares: 74% for, 4% against (77% of the company cast a for/against vote).

The 321 asset managers below cast 96% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 95%
FOR: 94.9%AGAINST: 4.2%ABSTAIN: 0.8%NOT VOTED: 0.1%
Largest asset managers voting on “Advisory approval of compensation of our named executive officers” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock5,230,9870 00For
Vanguard4,616,4849 30For
Charles Schwab3,294,7520 00For
American Century2,710,6790 00For
PIMCO1,254,2210 00For
State Street1,241,5041,236 00For
GEODE CAPITAL MANAGEMENT, LLC885,0200 00For
Fidelity788,3930 00For
Dimensional691,3190 00For
Columbia Threadneedle501,0460 00For
PACIFIC INVESTMENT MANAGEMENT CO LLC446,1180 00For
Rubric Capital Management LP439,7120 00For
Wellington419,0900 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC354,5580 00For
Royce328,8730 00For
J. Goldman & Co LP323,4520 00For
Northern Trust17,821297,266 00Against
LSV ASSET MANAGEMENT297,1981,100 00For
MARSHALL WACE, LLP269,7640 00For
Victory Capital267,7920 00For
MELLON INVESTMENTS Corp0256,074 00Against
JACOBS LEVY EQUITY MANAGEMENT, INC240,4450 00For
SEI238,6470 00For
Newton Investment Management North America, LLC212,7250 00For
BNY Mellon142,16964,078 00For

Showing the 25 largest of 321 asset managers. See all 321 in the interactive database.

2. Election of nine nominated directors: Rochester Anderson, Jr.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%
FOR: 26,433,744AGAINST: 2,255,893

Carter's, Inc.’s own tally for this item (“Elect Director: Rochester Anderson, Jr.”): 26,433,744 for, 2,255,893 against, per its Form 8-K filed 2026-05-14 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 36,850,117 outstanding shares: 72% for, 6% against (78% of the company cast a for/against vote).

The 90 asset managers below cast 96% of the shares they voted on this item FOR (16,986,617 for, 689,976 against).

FOR 96%
FOR: 16,986,617 (96.0%)AGAINST: 689,976 (3.9%)NOT VOTED: 26,695 (0.2%)
Largest asset managers voting on “Election of nine nominated directors: Rochester Anderson, Jr.” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,278,68110,865 00For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,542807 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon173,5860 00For
EA Series Trust136,7110 00For
Victory Capital133,1380 00For
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00For
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

3. Approval of amended and restated equity incentive plan

COMPENSATIONCompany result: Passed

Combines 3 wordings of this item as funds reported it.

74% Passed · of votes cast

FOR 74%AGAINST 26%
FOR: 20,978,215AGAINST: 7,380,358

Carter's, Inc.’s own tally for this item (“Proposal 3: Approval of the Company's Amended and Restated Equity Incentive Plan The stockholders of the Company approved the Company's Amended and Restated Equity Incentive Plan.”): 20,978,215 for, 7,380,358 against — passed, per its Form 8-K filed 2026-05-14 (Item 5.07). Of all 36,850,117 outstanding shares: 57% for, 20% against (77% of the company cast a for/against vote).

The 90 asset managers below cast 77% of the shares they voted on this item FOR (13,364,761 for, 4,099,064 against).

FOR 76%AGAINST 23%
FOR: 13,364,761 (75.7%)AGAINST: 4,099,064 (23.2%)ABSTAIN: 187,521 (1.1%)
Largest asset managers voting on “Approval of amended and restated equity incentive plan” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,289,49847 30For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century01,329,384 00Against
PIMCO01,254,221 00Against
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,685664 00For
Columbia Threadneedle501,0460 00For
Royce00 186,4830Abstain
WisdomTree182,1210 00For
BNY Mellon31,417142,169 00Against
EA Series Trust136,7110 00For
Victory Capital0133,138 00Against
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00For
OLD WESTBURY FUNDS INC0101,915 00Against
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC078,600 00Against
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

4. Ratification of appointment of PricewaterhouseCoopers LLP as Carter's independent registered public accounting firm for fiscal 2026

AUDIT-RELATEDMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 32,154,770AGAINST: 467,049

Carter's, Inc.’s own tally for this item (“Proposal 4: 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 publ”): 32,154,770 for, 467,049 against, per its Form 8-K filed 2026-05-14 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 36,850,117 outstanding shares: 87% for, 1% against (89% of the company cast a for/against vote).

The 90 asset managers below cast 98% of the shares they voted on this item FOR (17,336,800 for, 320,794 against).

FOR 98%
FOR: 17,336,800 (98.0%)AGAINST: 320,794 (1.8%)NOT VOTED: 26,695 (0.2%)
Largest asset managers voting on “Ratification of appointment of PricewaterhouseCoopers LLP as Carter's independent registered public accounting” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,283,8265,722 00For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional594,3160 00For
State Street572,31435 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon31,417142,169 00Against
EA Series Trust5,433131,278 00Against
Victory Capital133,1380 00For
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National103,5950 00For
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

5. Election of nine nominated directors: Gretchen W. Schar

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%
FOR: 26,273,474AGAINST: 2,421,022

Carter's, Inc.’s own tally for this item (“Elect Director: Gretchen W. Schar”): 26,273,474 for, 2,421,022 against, per its Form 8-K filed 2026-05-14 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 36,850,117 outstanding shares: 71% for, 7% against (78% of the company cast a for/against vote).

The 89 asset managers below cast 95% of the shares they voted on this item FOR (16,816,160 for, 857,427 against).

FOR 95%
FOR: 16,816,160 (95.0%)AGAINST: 857,427 (4.8%)NOT VOTED: 26,695 (0.2%)
Largest asset managers voting on “Election of nine nominated directors: Gretchen W. Schar” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,272,96416,584 00For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,542807 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon173,5860 00For
EA Series Trust5,433131,278 00Against
Victory Capital133,1380 00For
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00For
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable52,88027,480 00For
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

6. Election of nine nominated directors: Jeffrey H. Black

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%
FOR: 26,517,459AGAINST: 2,176,948

Carter's, Inc.’s own tally for this item (“Elect Director: Jeffrey H. Black”): 26,517,459 for, 2,176,948 against, per its Form 8-K filed 2026-05-14 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 36,850,117 outstanding shares: 72% for, 6% against (78% of the company cast a for/against vote).

The 89 asset managers below cast 96% of the shares they voted on this item FOR (16,983,610 for, 689,977 against).

FOR 96%
FOR: 16,983,610 (96.0%)AGAINST: 689,977 (3.9%)NOT VOTED: 26,695 (0.2%)
Largest asset managers voting on “Election of nine nominated directors: Jeffrey H. Black” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,278,68110,866 00For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,542807 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon173,5860 00For
EA Series Trust136,7110 00For
Victory Capital133,1380 00For
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00For
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

7. Election of nine nominated directors: Jevin S. Eagle

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%7%
FOR: 26,633,029AGAINST: 2,061,628

Carter's, Inc.’s own tally for this item (“Elect Director: Jevin S. Eagle”): 26,633,029 for, 2,061,628 against, per its Form 8-K filed 2026-05-14 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 36,850,117 outstanding shares: 72% for, 6% against (78% of the company cast a for/against vote).

The 89 asset managers below cast 96% of the shares they voted on this item FOR (16,983,578 for, 690,010 against).

FOR 96%
FOR: 16,983,578 (96.0%)AGAINST: 690,010 (3.9%)NOT VOTED: 26,695 (0.2%)
Largest asset managers voting on “Election of nine nominated directors: Jevin S. Eagle” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,278,68410,864 00For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,507842 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon173,5860 00For
EA Series Trust136,7110 00For
Victory Capital133,1380 00For
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00For
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

8. Election of nine nominated directors: Luis Borgen

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%7%
FOR: 26,593,692AGAINST: 2,100,878

Carter's, Inc.’s own tally for this item (“Elect Director: Luis A. Borgen”): 26,593,692 for, 2,100,878 against, per its Form 8-K filed 2026-05-14 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 36,850,117 outstanding shares: 72% for, 6% against (78% of the company cast a for/against vote).

The 89 asset managers below cast 96% of the shares they voted on this item FOR (16,983,611 for, 689,975 against).

FOR 96%
FOR: 16,983,611 (96.0%)AGAINST: 689,975 (3.9%)NOT VOTED: 26,695 (0.2%)
Largest asset managers voting on “Election of nine nominated directors: Luis Borgen” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,278,68210,864 00For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,542807 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon173,5860 00For
EA Series Trust136,7110 00For
Victory Capital133,1380 00For
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00For
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

9. Election of nine nominated directors: Mark P. Hipp

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%
FOR: 26,471,912AGAINST: 2,222,496

Carter's, Inc.’s own tally for this item (“Elect Director: Mark P. Hipp”): 26,471,912 for, 2,222,496 against, per its Form 8-K filed 2026-05-14 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 36,850,117 outstanding shares: 72% for, 6% against (78% of the company cast a for/against vote).

The 89 asset managers below cast 96% of the shares they voted on this item FOR (16,983,611 for, 689,976 against).

FOR 96%
FOR: 16,983,611 (96.0%)AGAINST: 689,976 (3.9%)NOT VOTED: 26,695 (0.2%)
Largest asset managers voting on “Election of nine nominated directors: Mark P. Hipp” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,278,68210,865 00For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,542807 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon173,5860 00For
EA Series Trust136,7110 00For
Victory Capital133,1380 00For
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00For
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

10. Election of nine nominated directors: Stacey S. Rauch

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%
FOR: 26,418,705AGAINST: 2,270,913

Carter's, Inc.’s own tally for this item (“Elect Director: Stacey S. Rauch”): 26,418,705 for, 2,270,913 against, per its Form 8-K filed 2026-05-14 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 36,850,117 outstanding shares: 72% for, 6% against (78% of the company cast a for/against vote).

The 89 asset managers below cast 96% of the shares they voted on this item FOR (16,983,610 for, 689,978 against).

FOR 96%
FOR: 16,983,610 (96.0%)AGAINST: 689,978 (3.9%)NOT VOTED: 26,695 (0.2%)
Largest asset managers voting on “Election of nine nominated directors: Stacey S. Rauch” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,278,68110,867 00For
BlackRock3,928,8490 00For
Charles Schwab1,625,4430 00For
American Century1,329,3840 00For
PIMCO1,254,2210 00For
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,542807 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon173,5860 00For
EA Series Trust136,7110 00For
Victory Capital133,1380 00For
Invesco128,0590 00For
Bridge Builder Trust126,0620 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00For
OLD WESTBURY FUNDS INC101,9150 00For
TIAA84,9010 00For
Equitable80,3600 00For
BRIDGEWAY FUNDS INC78,6000 00For
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

11. Election of nine nominated directors: Stephanie P. Stahl

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

72% Majority: yes · of votes cast

FOR 72%AGAINST 28%
FOR: 20,728,519AGAINST: 7,963,877

Carter's, Inc.’s own tally for this item (“Elect Director: Stephanie P. Stahl”): 20,728,519 for, 7,963,877 against, per its Form 8-K filed 2026-05-14 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 36,850,117 outstanding shares: 56% for, 22% against (78% of the company cast a for/against vote).

The 89 asset managers below cast 76% of the shares they voted on this item FOR (13,486,585 for, 4,187,002 against).

FOR 76%AGAINST 24%
FOR: 13,486,585 (76.2%)AGAINST: 4,187,002 (23.7%)NOT VOTED: 26,695 (0.2%)
Largest asset managers voting on “Election of nine nominated directors: Stephanie P. Stahl” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,289,49652 00For
BlackRock3,928,587262 00For
Charles Schwab1,625,4430 00For
American Century01,329,384 00Against
PIMCO01,254,221 00Against
Fidelity780,3690 00For
Dimensional0594,316 00Against
State Street571,685664 00For
Columbia Threadneedle501,0460 00For
Royce186,4830 00For
WisdomTree182,1210 00For
BNY Mellon173,5860 00For
EA Series Trust136,7110 00For
Victory Capital0133,138 00Against
Invesco0128,059 00Against
Bridge Builder Trust107,63618,426 00For
Hartford120,0640 00For
SEI104,7680 00For
Jackson National95,9857,610 00For
OLD WESTBURY FUNDS INC0101,915 00Against
TIAA084,901 00Against
Equitable80,3600 00For
BRIDGEWAY FUNDS INC078,600 00Against
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC57,3680 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

12. Election of nine nominated directors Douglas C. Palladini

DIRECTOR ELECTIONS

Combines 3 wordings of this item as funds reported it.

99.9% fund support · no official result

ABSTAIN 97%

The 39 asset managers below cast 99.9% of the shares they voted on this item FOR (240,273 for, 3 against).

FOR: 240,273 (3.5%)AGAINST: 3 (0.0%)ABSTAIN: 6,640,357 (96.5%)
Largest asset managers voting on “Election of nine nominated directors Douglas C. Palladini” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock00 3,928,8490Abstain
Charles Schwab00 1,625,4430Abstain
Vanguard18,0803 198,7740Abstain
EA Series Trust5,4330 131,2780Abstain
Bridge Builder Trust00 126,0620Abstain
Hartford00 120,0640Abstain
SEI00 104,7680Abstain
Jackson National00 103,5950Abstain
NEEDHAM FUNDS INC67,5000 00For
QUANTITATIVE MASTER SERIES LLC00 57,3680Abstain
NYLIM VP FUNDS TRUST00 55,5700Abstain
Series Portfolios Trust35,8990 9,3000For
HUSSMAN INVESTMENT TRUST40,0000 00For
James Alpha Funds Trust31,8000 00For
Morningstar Funds Trust00 29,9270Abstain
ADVISORS' INNER CIRCLE FUND00 27,2000Abstain
ETF Series Solutions17,1110 7,8860For
Global X00 24,2140Abstain
Mercer Funds00 15,9000Abstain
John Hancock00 13,4760Abstain
Russell Investments00 12,0730Abstain
RBB FUND, INC.00 11,9380Abstain
PACE SELECT ADVISORS TRUST00 10,9560Abstain
Amplify ETF Trust10,4850 00For
Allianz00 10,2550Abstain

Showing the 25 largest of 39 asset managers. See all 39 in the interactive database.

13. Elect Director Douglas C. Palladini *Withdrawn Resolution*

DIRECTOR ELECTIONS

— fund support · no official result

ABSTAIN 20%N/A 46.3%NOT VOTED 21%11%

No shares were cast for or against this item by the managers below — every disclosed position was an abstention or was not voted.

ABSTAIN: 13,803 (19.7%)N/A: 32,395 (46.3%)NOT VOTED: 14,923 (21.3%)UNKNOWN: 7,341 (10.5%)#N/A: 1,451 (2.1%)
Largest asset managers voting on “Elect Director Douglas C. Palladini *Withdrawn Resolution*” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower00 00N/A
Catholic Responsible Investments Funds00 13,8030Abstain
Brighthouse00 00Not Voted
Venerable Variable Insurance Trust00 00Unknown
Lincoln Financial00 00Not Voted
SA FUNDS INVESTMENT TRUST00 00Unknown

14. Amend Omnibus Stock Plan

COMPENSATIONCompany result: Passed

74% Passed · of votes cast

FOR 74%AGAINST 26%
FOR: 20,978,215AGAINST: 7,380,358

Carter's, Inc.’s own tally for this item (“Proposal 3: Approval of the Company's Amended and Restated Equity Incentive Plan The stockholders of the Company approved the Company's Amended and Restated Equity Incentive Plan.”): 20,978,215 for, 7,380,358 against — passed, per its Form 8-K filed 2026-05-14 (Item 5.07). Of all 36,850,117 outstanding shares: 57% for, 20% against (77% of the company cast a for/against vote).

The 2 asset managers below cast 20% of the shares they voted on this item FOR (1,400 for, 5,700 against).

AGAINST 17%NOT VOTED 79%
FOR: 1,400 (4.1%)AGAINST: 5,700 (16.9%)NOT VOTED: 26,695 (79.0%)
Largest asset managers voting on “Amend Omnibus Stock Plan” at Carter's, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower05,700 00Not Voted
CLEARWATER INVESTMENT TRUST1,4000 00For

Largest Carter's, Inc. shareholders voting in 2025-2026

Ranked by the number of Carter's, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 36,850,117 shares outstanding at the time of that meeting.

Top Carter's, Inc. shareholders by shares voted, 2025-2026
#Asset manager % of shares outstanding
1BlackRock 14.20%
2Vanguard 12.53%
3Charles Schwab 8.94%
4American Century 7.36%
5PIMCO 3.40%
6State Street 3.37%
7GEODE CAPITAL MANAGEMENT, LLC 2.40%
8Fidelity 2.14%
9Dimensional 1.88%
10Columbia Threadneedle 1.36%

Reported Carter's, Inc. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

Carter's, Inc. beneficial owners on record for the 2025-2026 proxy season
Holder % outstanding Disclosure
BlackRock 14.86% 13F
Vanguard Group 11.19% 13F
Pacific Investment Management Company LLC 5.13% 13G
Dimensional Fund Advisors 4.79% 13F
Morgan Stanley 4.78% 13F
State Street 4.10% 13F
RWWM, Inc. 3.92% 13G
Goldman Sachs 2.55% 13F
Geode Capital 2.40% 13F
BNY Mellon 1.73% 13F

Percentages above are of 36,850,117 shares outstanding, as reported by Carter's, Inc. on its Form 10-Q dated 2026-04-27 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Carter's, Inc.’s 10-Q dated 2026-04-27. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At Carter's, Inc.'s shareholder meeting held 2026-05-13, in the 2025-2026 proxy season, 321 asset managers reported how they voted in their SEC Form N-PX filings, covering 3,694 separate fund positions. Their filings are grouped here into 14 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Advisory approval of compensation of our named executive officers — the proposal passed with 95% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: Carter's, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2026-05-14.

Carter's, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).