Carter's (CRI) investor relations material

Executive summary

• The 2026 Annual Meeting will be held virtually on May 13, 2026, with voting on key proposals including director elections, executive compensation, an amended equity incentive plan, and auditor ratification.

• The Board recommends voting in favor of all proposals, emphasizing alignment with shareholder interests and corporate governance best practices.

• The proxy statement includes forward-looking statements regarding business strategy, risk factors, and ongoing transformation initiatives.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors, advisory approval of executive compensation, approval of an amended and restated equity incentive plan, and ratification of PricewaterhouseCoopers LLP as auditor for fiscal 2026.

• Majority voting standard applies for director elections; directors not receiving a majority must tender their resignation.

• Shareholders can submit proposals or nominate directors for the 2027 meeting following specified procedures and deadlines.

Board of directors and corporate governance

• The Board consists of nine nominees, including eight independent directors and the CEO, with diverse backgrounds and expertise in leadership, finance, retail, technology, and ESG.

• Board leadership roles are separated between the Non-Executive Chair and CEO.

• All standing committees (Audit, Compensation & Human Capital, Nominating & Corporate Governance, Business Transformation) are composed of independent directors.

• Annual board and committee evaluations are conducted, and a retirement policy is in place for directors at age 75, with limited exceptions.