8-K

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): July 20, 2010

 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

(d)   Election of Directors

On July 20, 2010, the Board of Directors appointed Jevin S. Eagle as a Director of Carter’s, Inc. (the “Company”), effective immediately.

The Company compensates its Directors with a one-time grant of restricted common stock valued at $100,000, subject to a three-year cliff vesting provision.  In addition, the Company provides its Directors with an annual grant of common stock valued at $100,000 and an annual cash retainer of $30,000, both of which will be pro-rated with respect to Mr. Eagle’s services in 2010.  Mr. Eagle will receive a fee of $2,500 for each Board meeting he attends.  If Mr. Eagle is appointed to serve on or chair any of the Board committees, he will also be entitled to committee meeting fees and committee chair retainers.

A copy of the press release announcing Mr. Eagle’s appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.      Financial Statements and Exhibits.

Exhibits – The following exhibit is furnished as part of this Current Report on Form 8-K.
Exhibit Number	Description
99.1	Press Release issued by Carter’s, Inc. on July 26, 2010, announcing the appointment of Jevin S. Eagle to the Board of Directors.

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.

July 26, 2010	CARTER’S, INC.
	By:	/s/ BRENDAN M. GIBBONS
	Name:	Brendan M. Gibbons
	Title:	SVP, General Counsel, and Secretary

EX-99.1

Contact:  Richard F. Westenberger

Executive Vice President &

Chief Financial Officer

(404) 745-2889

CARTER’S APPOINTS JEVIN S. EAGLE

TO ITS BOARD OF DIRECTORS

ATLANTA, July 26, 2010 /Business Wire/ -- Carter’s, Inc. (NYSE: CRI) today announced the appointment of Jevin S. Eagle to its Board of Directors.

“We are excited to welcome Jevin Eagle to our Board of Directors,” noted Michael D. Casey, Chairman and Chief Executive Officer.  “Jevin brings with him a broad range of business experience, including merchandising and marketing, brand management, sourcing and product development, and strategic planning.  Our Board and management team look forward to working with Jevin to execute our plans for growth.”

Mr. Eagle currently serves as the Executive Vice President, Merchandising & Marketing for Staples, Inc., where he held several leadership positions since 2002, including serving as the head of the Staples Brands Group and as the company’s Senior Vice President, Strategy.  Prior to joining Staples, Mr. Eagle worked for McKinsey & Company, Inc. from 1994 to 2001 in various positions, including, most recently, as a partner and one of the leaders of the retail practice.

Mr. Eagle is a graduate of Dartmouth College and Harvard Business School.

About Carter’s, Inc.

Carter’s, Inc. is a leading provider of apparel and related products exclusively for babies and young children.  The Company owns the Carter’s and OshKosh B’gosh brands, two of the most recognized brands in the marketplace.  These brands are sold in leading department stores, national chains, and specialty retailers domestically and internationally and through more than 400 Company-operated stores and on-line at carters.com and oshkoshbgosh.com.  The Company’s Child of Mine brand is available atWalma rt, and its Genuine Kids, Just One You, and Precious Firsts brands are available at Target.  Carter’s is headquartered in Atlanta, Georgia.  Additional information may be found at www.carters.com and www.oshkoshbgosh.com.