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 15, 2013
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.) | ||
1000 East Hanes Mill Road, Winston-Salem, NC | 27105 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (336) 519-8080
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
On July 15, 2013, the Board of Directors of Hanesbrands Inc. (the "Company") increased the number of members of the Board of Directors from nine to ten and elected Robert F. Moran to serve as a director of the Company. The election of Mr. Moran is effective immediately, and he will serve until the Company's next annual meeting of stockholders and until his successor is elected and qualified, or until his resignation or removal. Mr. Moran will serve as a member of the Audit Committee.
Mr. Moran's compensation will be consistent with the Company's previously disclosed standard compensatory arrangements for non-employee directors, which are described in the Company's most recent proxy statement filed with the Securities and Exchange Commission on February 21, 2013, under the heading “Director Compensation.” Mr. Moran's compensation for 2013 will be prorated to reflect the commencement date of his Board service.
Other than the standard compensation arrangements described above, there are no arrangements or understandings between Mr. Moran and any other person pursuant to which he was elected as a director. The Company is not aware of any transaction with Mr. Moran that would require disclosure under Item 404(a) of Regulation S-K.
The press release issued by the Company announcing Mr. Moran's election is furnished as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibits
99.1 | Press release dated July 15, 2013 |
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.
July 15, 2013 | HANESBRANDS INC. | |||
By: | /s/ Joia M. Johnson | |||
Joia M. Johnson | ||||
Chief Legal Officer, General Counsel and Corporate Secretary | ||||
Exhibits
99.1 | Press release dated July 15, 2013 |
HanesBrands
1000 East Hanes Mill Road
Winston-Salem, NC 27105
(336) 519-8080
news release
FOR IMMEDIATE RELEASE
News Media, contact: Matt Hall, (336) 519-3386
Analysts and Investors, contact: T.C. Robillard, (336) 519-2115
HANESBRANDS APPOINTS ROBERT F. MORAN TO BOARD OF DIRECTORS
WINSTON-SALEM, N.C. (July 15, 2013) – HanesBrands (NYSE: HBI), a leading marketer of everyday basic apparel under world-class brands, today announced Robert F. Moran, former chairman and chief executive officer of PetSmart, Inc., has been appointed to the company’s board of directors.
Moran, 62, whose term runs until the 2014 annual meeting of stockholders, will serve on the board’s audit committee. With Moran’s appointment, the Hanes board has 10 members.
Moran had a successful four-decade international career in the retail industry, retiring last month from PetSmart, the country’s largest specialty pet retailer. He led PetSmart as chief executive officer since 2009 and was chief operating officer from 2001 to 2009.
“We are delighted to have Bob join our board with his wealth of retail leadership experience and a strong finance background,” Hanes Chairman and Chief Executive Officer Richard A. Noll said. “Bob’s successful international career and North American retail experience will be assets to our company.”
Moran has held various leadership or finance roles with PetSmart; Toys “R” Us, Inc.; Sears, Roebuck and Co.; and Galerias Preciados, the second-largest department store chain in Spain. In addition to the United States and Spain, he has led retail operations in Canada and Mexico. He is director of GNC Holdings, Inc. and USA Track & Field Foundation and is a former board director and audit committee member of Collective Brands, Inc. He earned his bachelor of science degree in finance and accounting from Villanova University in Radnor Township, Pa.
HanesBrands
HanesBrands is a socially responsible leading marketer of everyday basic apparel under some of the world’s strongest apparel brands, including Hanes, Champion, Playtex, Bali, JMS/Just My Size, barely there, Wonderbra and Gear for Sports. The company sells T-shirts, bras, panties, men’s underwear, children’s underwear, socks, hosiery, and activewear produced in the company’s low-cost global supply chain. Ranked No. 512 on the Fortune 1000 list, Hanes has approximately 51,500 employees in more than 25
HanesBrands Appoints Robert F. Moran to Board of Directors – Page 2
countries and takes pride in its strong reputation for ethical business practices. Hanes is a U.S. Environmental Protection Agency Energy Star 2013 and 2012 Sustained Excellence Award winner and 2010 and 2011 Partner of the Year. The company ranks No. 141 on Newsweek magazine’s list of Top 500 greenest U.S. companies. More information about the company and its corporate social responsibility initiatives, including environmental, social compliance and community improvement achievements, may be found on the Hanes corporate website at www.HanesBrands.com.
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