Carter's amends bylaws to update meeting procedures, proxy rules, and stockholder requirements

CARTERS INC

Special meeting now requires record holder of >35% voting power to call; Board may move previously scheduled meetings.
Stockholder nominations must comply with Rule 14a-19 universal proxy card rules.
Notice and voting procedures modernized; white proxy card reserved for Board use in contested elections.
Stock certificates require two authorized officer signatures; lost certificate replacement requirements clarified.
Board committees can appoint alternate members if a member is absent or disqualified.

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