UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held the Annual Meeting on April 22, 2024. A total of 297,131,242 shares of the Company’s common stock (approximately 84.5% of all shares entitled to vote at the Annual Meeting) were represented at the Annual Meeting. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders.
Proposal 1 – Election of Directors
The stockholders of the Company elected each of the director nominees proposed by the Company’s Board of Directors. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| Stephen B. Bratspies | 225,710,503 | 10,744,508 | 1,271,756 | 59,404,475 | ||||||||||||
| Geralyn R. Breig | 224,053,221 | 12,563,132 | 1,110,414 | 59,404,475 | ||||||||||||
| Colin Browne | 232,107,409 | 4,474,045 | 1,145,313 | 59,404,475 | ||||||||||||
| Natasha C. Chand | 231,496,344 | 5,025,211 | 1,205,212 | 59,404,475 | ||||||||||||
| Mark A. Irvin | 228,243,740 | 8,343,922 | 1,139,105 | 59,404,475 | ||||||||||||
| James C. Johnson | 214,559,341 | 22,047,136 | 1,120,290 | 59,404,475 | ||||||||||||
| John G. Mehas | 231,886,371 | 4,687,145 | 1,153,251 | 59,404,475 | ||||||||||||
| Franck J. Moison | 227,643,003 | 8,961,856 | 1,121,908 | 59,404,475 | ||||||||||||
| Robert F. Moran | 225,271,527 | 11,350,315 | 1,104,925 | 59,404,475 | ||||||||||||
| William S. Simon | 226,066,611 | 10,554,863 | 1,105,293 | 59,404,475 | ||||||||||||
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders of the Company ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s 2024 fiscal year. The voting results were as follows:
| FOR |
AGAINST |
ABSTAIN | ||
| 287,420,463 |
7,468,457 | 2,242,322 |
Proposal 3 – Advisory Vote to Approved Named Executive Officer Compensation
The stockholders of the Company approved, on an advisory basis, named executive officer compensation as described in the Proxy Statement for the Annual Meeting. The voting results were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 221,669,846 |
14,206,112 | 1,850,809 | 59,404,475 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HANESBRANDS INC. | ||||
| Date: April 26, 2024 | By: | /s/ Kristin L. Oliver | ||
| Name: | Kristin L. Oliver | |||
| Title: | EVP, Chief Human Resources Officer & Interim Chief Legal Officer | |||
Document and Entity Information |
Apr. 22, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001359841 |
| Document Type | 8-K |
| Document Period End Date | Apr. 22, 2024 |
| Entity Registrant Name | Hanesbrands Inc. |
| Entity Incorporation State Country Code | MD |
| Entity File Number | 001-32891 |
| Entity Tax Identification Number | 20-3552316 |
| Entity Address, Address Line One | 1000 East Hanes Mill Road |
| Entity Address, City or Town | Winston-Salem |
| Entity Address, State or Province | NC |
| Entity Address, Postal Zip Code | 27105 |
| City Area Code | (336) |
| Local Phone Number | 519-8080 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, Par Value $0.01 |
| Trading Symbol | HBI |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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