form8-k.htm
 

 
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): February 21, 2008
 
 

 
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 5.02.      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On February 21, 2008, A. Bruce Cleverly was elected to the Board of Directors of Carter’s, Inc. and appointed to serve on its Compensation Committee.  Both this election and appointment are effective as of March 1, 2008.

In addition to other arrangements, Carter’s, Inc. compensates its Directors with a one-time grant of restricted common stock valued at $100,000 and an annual grant of common stock valued at $90,000.  Accordingly, Mr. Cleverly was granted restricted common stock valued at $100,000 to be based on the market price of Carter’s, Inc. common stock as of March 1, 2008, and which will vest on March 1, 2011.  In addition, Mr. Cleverly will be granted common stock at the Company’s 2008 annual meeting of shareholders in an amount to be detemined by our Board of Directors and pro rated for Mr. Cleverly's service in 2008.

 
 
 



 
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.
 
February 27, 2008
CARTER’S, INC.
     
 
By:
/s/ MICHAEL D. CASEY
 
Name:
Michael D. Casey
 
Title:
Executive Vice President and
Chief Financial Officer