cri-20210129

Delaware

001-31829

13-3912933

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

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:


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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common stock, par value $0.01 per share

CRI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 29, 2021, Thomas E. Whiddon, a member of the Carter’s, Inc. (the “Company”) Board of Directors (the “Board”) and former Executive Vice President – Logistics and Technology of Lowe’s Companies, Inc., provided notice of his resignation from the Board of the Company, effective on that date. Mr. Whiddon’s resignation was not a result of any disagreement with the Company. The Company is grateful for Mr. Whiddon’s service on the Board since 2003, including his service as Lead Independent Director and as a member of the Audit Committee and the Nominating and Corporate Governance Committee.


Exhibits – The following exhibit is furnished as part of this Current Report on Form 8-K.

Exhibit Number			Description

101			Cover Page Interactive Data File - the cover page tags are embedded within the Inline XBRL document
104			The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

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.


February 2, 2021	CARTER’S, INC.

	By:	/s/ Scott Duggan
	Name:	Scott Duggan
	Title:	Senior Vice President, General Counsel and Secretary


Carter’s, Inc.
(Exact name of Registrant as specified in its charter)