UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 22, 2023, the Board of Directors (the “Board”) of Hanesbrands Inc. (the “Company”) increased the number of members of the Board from ten to 11 and elected Mark Irvin to serve as a director of the Company, each effective as of February 22, 2023. Mr. Irvin was also appointed as a member of the Governance and Nominating Committee of the Board. Mr. Irvin will serve for a term expiring at the Company’s 2023 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier resignation or removal.
Mr. Irvin’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 March 14, 2022, under the heading “Director Compensation.” Mr. Irvin’s compensation for 2023 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. Irvin and any other person pursuant to which he was elected as a director. The Company is not aware of any transaction with Mr. Irvin that would require disclosure under Item 404(a) of Regulation S-K.
In addition, on February 27, 2023, the Company announced that Bobby J. Griffin, a director of the Company, plans to retire from the Board when his current term expires at the 2023 annual meeting of stockholders. The press release issued by the Company announcing Mr. Irvin’s election and Mr. Griffin’s retirement is attached as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated February 27, 2023 | |
| 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: February 27, 2023 | By: | /s/ Tracy M. Preston | ||||
| Name: | Tracy M. Preston | |||||
| Title: | EVP, Chief Legal and Compliance Officer & Corporate Secretary | |||||
Exhibit 99.1
News Media contact: Kirk Saville (336) 979-7293
Analysts and Investors contact: T.C. Robillard (336) 519-2115
HanesBrands Appoints Mark Irvin to Board of Directors
Bobby J. Griffin to Retire from Board
WINSTON-SALEM, N.C. (February 27, 2023) – HanesBrands Inc. (NYSE: HBI), a global leader in iconic apparel brands, today announced that Mark Irvin has been appointed to the company’s board of directors.
The company also announced that Bobby J. Griffin, a director since 2006, plans to retire from the board when his current term ends at the 2023 annual meeting of stockholders.
Irvin’s term runs through the 2024 annual meeting of stockholders. He will serve on the Governance and Nominating Committee.
“Mark brings more than 30 years of experience leading global supply chains and complex organizations,” said Steve Bratspies, CEO. “His leadership will be particularly valuable as we continue to strengthen our agile and resilient supply chain and build the diverse talent necessary to unlock our Full Potential. I want to thank Bobby for his years of service to HanesBrands and for his counsel and support as we built and launched our Full Potential plan.”
Irvin is the executive vice president and chief supply chain officer for Best Buy Co. where he oversees the strategy and day-to-day operations of the global supply chain supporting about 1,000 stores and the company’s online customers. Prior to this, Irvin served as the company’s chief inclusion, diversity and talent officer, leading the company’s strategy for creating and sustaining an inclusive work environment for its 100,000 employees.
Prior to joining Best Buy in 2013, Irvin held leadership roles at Target, Cummins, Corporate Express Delivery Systems and Baxter Healthcare. Irvin serves on the National Retail Federation Foundation board of directors. He has a bachelor’s degree from Fisk University in Nashville and an MBA from Franklin University in Columbus, Ohio. He served as an officer in the U.S. Armed Forces for eight years in field medical logistics.
“We’re thrilled to have a leader of Mark’s experience join our board,” said HanesBrands Board Chairman Ronald L. Nelson. “His leadership, knowledge of global supply chains and experience building talent will be particularly valuable as we execute our long-term growth strategy. In addition, I want to thank Bobby for his service to HanesBrands and wish him all the best in the future.”
HanesBrands
HanesBrands (NYSE: HBI) makes everyday apparel that is known and loved by consumers around the world for comfort, quality and value. Among the Company’s iconic brands are Hanes, the leading basic apparel brand in the United States; Champion, an innovator at the intersection of lifestyle and athletic apparel; and Bonds, which is setting new standards for design and sustainability. HBI employs 51,000 associates in 32 countries and has built a strong reputation for workplace quality and ethical business practices. The Company, a longtime leader in sustainability, launched aggressive 2030 goals to improve the lives of people, protect the planet and produce sustainable products. HBI is building on its unmatched strengths to unlock its #FullPotential and deliver long-term growth that benefits all of its stakeholders.
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