Carter's (CRI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 13, 2026, with updated proxy materials distributed to shareholders.

• Supplement issued to update shareholders on recent leadership changes and board nominations.

Voting matters and shareholder proposals

• Mr. Douglas C. Palladini withdrawn as nominee for re-election to the Board following his resignation as CEO and President.

• Ms. Sharon Price John appointed as CEO, President, and Board member effective June 15, 2026, but not standing for election at the Annual Meeting.

• Remaining eight nominees will stand for re-election; votes for Mr. Palladini will be disregarded.

• Proxies already submitted remain valid unless changed or revoked.

Board of directors and corporate governance

• Sharon Price John named incoming CEO, President, and Board member, effective after the Annual Meeting.

• Richard F. Westenberger appointed Interim CEO and President, effective April 28, 2026.

• Board approved a compensation package for Mr. Westenberger as Interim CEO and President.