SEC Form 8-K filed by Hanesbrands Inc.

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): April 29, 2025

 

Hanesbrands Inc.

(Exact name of registrant as specified in its charter)

 

 

Maryland		001-32891		20-3552316
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

101 N. Cherry Street
Winston-Salem, North Carolina		27101
(Address of principal executive offices)		(Zip Code)

(336) 519-8080

(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
Common stock, Par Value $0.01		HBI		New York Stock Exchange

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described below, on April 29, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Hanesbrands Inc. (the “Company”), the stockholders of the Company approved an amendment (the “Second Amendment”) of the Hanesbrands Inc. 2020 Omnibus Incentive Plan (the “Plan”). Pursuant to the Second Amendment, the number of shares of common stock, par value $0.01 per share, of the Company reserved for issuance under the Plan was increased by 16,210,000 shares. The Second Amendment is described in Proposal 4 in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 17, 2025.

The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting on April 29, 2025. A total of 312,011,776 shares of the Company’s common stock (approximately 88.4% 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			264,651,073				7,077,152				497,882				39,785,669
Geralyn R. Breig			262,266,409				9,558,283				401,415				39,785,669
Colin Browne			269,239,153				2,591,223				395,731				39,785,669
Natasha C. Chand			265,475,986				6,279,815				470,306				39,785,669
Sharilyn S. Gasaway			269,406,693				2,406,588				412,826				39,785,669
Mark A. Irvin			265,411,194				6,338,663				476,250				39,785,669
James C. Johnson			261,117,892				10,649,695				458,520				39,785,669
John G. Mehas			269,451,550				2,367,768				406,789				39,785,669
Franck J. Moison			266,338,168				5,487,039				400,900				39,785,669
Robert F. Moran			263,389,948				8,434,580				401,579				39,785,669
William S. Simon			267,015,873				4,565,279				644,955				39,785,669

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 2025 fiscal year. The voting results were as follows:

 

FOR		AGAINST		ABSTAIN
304,012,937		7,245,674		753,165

Proposal 3 – Advisory Vote to Approve 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
256,156,819		15,026,156		1,043,132		39,785,669

Proposal 4 – Approval of the Amendment of the Hanesbrands Inc. 2020 Omnibus Incentive Plan

The stockholders of the Company approved the Second Amendment of the Plan. The voting results were as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
251,817,697		19,475,891		932,519		39,785,669

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
10.1		Second Amendment of Hanesbrands Inc. 2020 Omnibus Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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: May 5, 2025				By:		/s/ Kristin L. Oliver
				Name:		Kristin L. Oliver
				Title:		EVP, Chief Human Resources Officer & Chief Legal Officer