---
schema_version: "secwatch.filing_event.v1"
accession: "0001829576-23-000037"
form_type: "8-K"
ticker: "CARE"
cik: "0001829576"
company_name: "Carter Bankshares, Inc."
filed_at: "2023-05-25T23:59:59+00:00"
generated_at: "2026-06-14T14:54:02.782061+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Carter Bankshares shareholders elect all 12 directors, approve say-on-pay and auditor

## Summary
- All 12 director nominees elected; each received ~13-14M votes from ~19.5M shares voted.
- Advisory vote on executive compensation approved: 11,729,935 for, 1,972,642 against, 867,354 abstain.
- Shareholders recommended say-on-pay frequency every 1 year (9,987,258 votes); board accepted that frequency.
- Ratification of Crowe LLP as independent auditor passed: 17,791,501 for, 1,170,081 against, 501,763 abstain.

## SEC filing metadata
- accession: 0001829576-23-000037
- form_type: 8-K
- ticker: CARE
- cik: 0001829576
- company_name: Carter Bankshares, Inc.
- filed_at: 2023-05-25T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1829576/000182957623000037/0001829576-23-000037-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1829576/000182957623000037/care-20230524.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001829576-23-000037
- JSON: https://secwatch.observer/filing/0001829576-23-000037.json
- Plain text: https://secwatch.observer/filing/0001829576-23-000037.txt

## Key facts
- Shareholder Votes
  Carter Bankshares, Inc. shareholders approved To elect the 12 Directors below to serve until the 2024 Annual Meeting of Shareholders or until their successors are elected at the 2023-05-24 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: Following are the final voting results on the matters considered and voted upon at the Annual Meeting, all of which are described in the Proxy Statement for the 2023 Annual Meeting. Proposal #1 To elect the 12 Directors below to serve until the 2024 Annual Meeting of Shareholders or until their successors are elected: For Withhold Authority Broker Non-Votes Michael R. Bird 13,823,171 746,760 4,893,414 Kevin S. Bloomfield 13,645,443 924,488 4,893,414 Robert M. Bolton 13,820,287 749,644 4,893,414 Gregory W. Feldmann 13,351,169 1,218,762 4,893,414 James W. Haskins 13,312,847 1,257,084 4,893,414 Phyllis Q. Karavatakis 13,978,684 591,247 4,893,414 Jacob A. Lutz, III 13,651,251 918,680 4,893,414 E. Warren Matthews 13,515,750 1,054,181 4,893,414 Catharine L. Midkiff 14,062,917 507,014 4,893,414 Curtis E. Stephens 13,832,341 737,590 4,893,414 Litz H. Van Dyke 13,719,257 850,674 4,893,414 Elizabeth L. Walsh 13,703,104 866,827 4,893,414
  evidence_url: https://www.sec.gov/Archives/edgar/data/1829576/000182957623000037/0001829576-23-000037-index.htm
- Shareholder Votes
  Carter Bankshares, Inc. shareholders approved To approve, in an advisory and non-binding vote the compensation of the Company's named executive officers as disclosed in the proxy statement. at the 2023-05-24 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: Proposal #2 To approve, in an advisory and non-binding vote the compensation of the Company's named executive officers as disclosed in the proxy statement. For Against Abstain Non- Votes 11,729,935 1,972,642 867,354 4,893,414
  evidence_url: https://www.sec.gov/Archives/edgar/data/1829576/000182957623000037/0001829576-23-000037-index.htm
- Shareholder Votes
  Carter Bankshares, Inc. shareholders approved To, vote on an advisory and non-binding basis, on the frequency of future advisory votes on the compensation of the Company's named executive officers. at the 2023-05-24 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: Proposal #3 To, vote on an advisory and non-binding basis, on the frequency of future advisory votes on the compensation of the Company's named executive officers. Shareholders recommended, by an advisory vote, that the advisory vote on executive compensation occur every one year. The Board of Directors of the Company has accepted the recommendation of shareholders and will conduct the advisory vote on executive compensation every year. 1 Year 2 Year 3 Year Abstain Non- Votes 9,987,258 198,129 3,006,939 1,368,381 4,893,414
  evidence_url: https://www.sec.gov/Archives/edgar/data/1829576/000182957623000037/0001829576-23-000037-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.