UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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. |
As described below, on April 24, 2023, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Hanesbrands Inc. (the “Company”), the stockholders of the Company approved the Amendment (the “Amendment”) of the Hanesbrands Inc. 2020 Omnibus Incentive Plan (the “Plan”). Pursuant to the 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 5,300,000 shares. The Amendment is described in Proposal 5 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 15, 2023.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, 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 24, 2023. A total of 279,697,417 shares of the Company’s common stock (approximately 80% 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 | |||||||||||||
Cheryl K. Beebe |
205,404,527 | 8,575,458 | 1,169,558 | 64,547,874 | ||||||||||||
Stephen B. Bratspies |
203,532,471 | 10,423,714 | 1,193,358 | 64,547,874 | ||||||||||||
Geralyn R. Breig |
205,717,492 | 8,146,187 | 1,285,864 | 64,547,874 | ||||||||||||
Mark A. Irvin |
207,799,904 | 6,108,214 | 1,241,425 | 64,547,874 | ||||||||||||
James C. Johnson |
197,190,790 | 16,722,567 | 1,236,186 | 64,547,874 | ||||||||||||
Franck J. Moison |
206,135,160 | 7,779,831 | 1,234,552 | 64,547,874 | ||||||||||||
Robert F. Moran |
206,646,744 | 7,203,731 | 1,299,068 | 64,547,874 | ||||||||||||
Ronald L. Nelson |
195,221,057 | 18,577,610 | 1,350,876 | 64,547,874 | ||||||||||||
William S. Simon |
204,756,682 | 9,117,969 | 1,274,892 | 64,547,874 | ||||||||||||
Ann E. Ziegler |
158,550,346 | 55,394,624 | 1,204,573 | 64,547,874 |
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 2023 fiscal year. The voting results were as follows:
FOR |
AGAINST |
ABSTAIN | ||
270,586,072 | 7,618,147 | 1,493,198 |
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 | |||
198,535,721 | 13,928,276 | 2,685,546 | 64,547,874 |
Proposal 4 – Advisory Vote to Recommend Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation
The stockholders of the Company recommended, on an advisory basis, that future advisory votes regarding executive compensation (“Say-on-Pay”) be held annually. The voting results were as follows:
ONE YEAR |
TWO YEARS |
THREE YEARS |
ABSTENTIONS |
BROKER NON-VOTES | ||||
209,357,388 | 722,710 | 3,521,341 | 1,548,104 | 64,547,874 |
In light of these results and in accordance with its previous recommendation in the Proxy Statement for the Annual Meeting, the Company’s Board of Directors determined that the Company will hold future advisory Say-on-Pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of Say-on-Pay votes. The next advisory vote regarding the frequency of Say-on-Pay votes is required to occur no later than the Company’s 2029 Annual Meeting of Stockholders.
Proposal 5 – Approval of the Amendment of the Hanesbrands Inc. 2020 Omnibus Incentive Plan
The stockholders of the Company approved the Amendment of the Hanesbrands Inc. 2020 Omnibus Incentive Plan. The voting results were as follows:
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
196,101,015 | 15,792,358 | 3,256,170 | 64,547,874 |
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
10.1 | First 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: April 27, 2023 | By: | /s/ Tracy M. Preston | ||||
Name: | Tracy M. Preston | |||||
Title: | EVP, Chief Legal and Compliance Officer & Corporate Secretary |
FIRST AMENDMENT
OF
HANESBRANDS INC. 2020 OMNIBUS INCENTIVE PLAN
WHEREAS, Hanesbrands Inc. (the Company) maintains the Hanesbrands Inc. 2020 Omnibus Incentive Plan (the Plan); and
WHEREAS, pursuant to section 5(a) of the Plan, 11,000,000 shares of common stock of the Corporation, plus the remaining shares available for grant under the Hanesbrands Inc. Omnibus Incentive Plan, were reserved for issuance under the Plan; and
WHEREAS, amendment of the Plan is now considered desirable to increase the number of shares of common stock of the Corporation reserved for issuance under the Plan by an additional 5,300,000 shares;
NOW, THEREFORE, by virtue of the power granted to the Company by section 20 of the Plan and the authority delegated to the Talent and Compensation Committee of the board of directors of the Company (the Committee) by resolutions of the board of directors of the Company, and subject to shareholder approval, the Plan be and it hereby is amended, effective April 24, 2023, in the following particulars:
1. | By substituting the following for the first sentence of section 5(a) of the Plan: |
i) | Subject to adjustment as provided in section 16, there is hereby reserved for Awards under the Plan, as of the date of stockholder approval, (i) 16,300,000 shares of Stock, including shares of Stock previously available for grant under the Plan, plus (ii) the number of shares of Stock available for grant pursuant to the Predecessor Plan but which have not yet been made subject to awards granted under the Predecessor Plan as of the Effective Date (the Maximum Share Limitation). |
2. | By substituting the number 16,300,000 for the number 11,000,000 where the latter number appears in section 5(b) of the Plan. |
Minimum 15 minutes delayed. Source: LSEG