CARTERS INC
For the period ended Dec 28, 2024. Filed Feb 25, 2025.
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FY2024 · Filed Feb 25, 2025
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Item 9B. Other Information
Securities Trading Plans of Directors and Executive Officers
During the fiscal quarter ended December 28, 2024, none of the Company’s directors or officers, as defined in Section 16 of the Exchange Act, adopted, modified, orterminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined under Item 408(a) of Regulation S-K.
Retirement Agreement with Former Chairman, Chief Executive Officer & President
In its Current Report on Form 8-K filed with the SEC on January 7, 2025, the Company announced that Michael D. Casey had provided notice to the Board of Directors (the “Board”) of the Company of his decision to retire from his position as Chief Executive Officer & President of the Company and as Chairman of the Board, effective immediately, and that Mr. Casey would be serving in an advisory capacity through February 28, 2025 to support the transition (the “Transition Period”). During the Transition Period, Mr. Casey will continue to receive his salary and benefits he had immediately prior to his notice to the Board, and will remain eligible to receive a bonus pursuant to the Company’s Amended and Restated Annual Incentive Compensation Plan with respect to the services provided in 2024, but will not be eligible for a bonus payment in relation to 2025.
In connection with the pending completion of the Transition Period, the Company and Mr. Casey have entered into a Retirement Agreement and Release dated February 20, 2025 (the “Retirement Agreement”). Subject to the terms and conditions of the Retirement Agreement, Mr. Casey will be entitled to accelerated vesting of his outstanding unvested restricted stock awards and pro-rated vesting of his performance share awards issued in 2023 and 2024 (subject to the attainment of the performance metrics under those awards). The foregoing description of the Retirement Agreement is not complete and is subject to and qualified in its entirety by the complete text of the Retirement Agreement, which is filed herewith as an Exhibit.
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