UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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. |
On July 11, 2023, Hanesbrands Inc. (the “Company”) announced the appointment of M. Scott Lewis as Chief Financial Officer and principal financial officer, effective immediately. Mr. Lewis will also continue to serve as the Company’s Chief Accounting Officer and principal accounting officer.
Mr. Lewis, age 52, has served as the Company’s Interim Chief Financial Officer since March 2023 and as Chief Accounting Officer since May 2015. He previously served as the Company’s Interim Chief Financial Officer from January 2020 through April 2021. Mr. Lewis also served as the Company’s Vice President, Tax from 2013 to 2015, as Vice President, Financial Reporting and Accounting in 2013, as Vice President, External Reporting from 2011 to 2013 and as Director, External Reporting from 2006 to 2011. Prior to joining the Company, Mr. Lewis served as senior manager with the accounting, audit, and tax consulting firm KPMG.
Effective upon his appointment as Chief Financial Officer, Mr. Lewis’ annual base salary rate will be $750,000, his target Annual Incentive Plan (AIP) award opportunity will be $750,000 (prorated for 2023 to reflect his target award before and after his appointment), and his target Long-Term Incentive Program (LTIP) award opportunity will be $1,500,000. In connection with the increase to his LTIP opportunity, Mr. Lewis received a supplemental equity compensation award under the Hanesbrands Inc. 2020 Omnibus Incentive Plan, as amended, on July 10, 2023 consisting of restricted stock units valued at $293,750 (which restricted stock units will generally vest in equal installments on each of the first three anniversaries of the grant date) and performance stock units valued (at target) at $293,750 (which performance stock units are subject to the same terms and conditions, including performance goals, as the performance stock units granted as part of the Company’s 2023 annual equity awards). Mr. Lewis will also be eligible to participate in the Company’s other employee benefit plans and arrangements on the same terms as the Company’s other similarly situated executive officers. The Company has previously entered into a Severance/Change in Control Agreement with Mr. Lewis on substantially the same terms and conditions as those set forth in the Form of Severance/Change in Control Agreement filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission February 8, 2023.
Mr. Lewis has no family relationships with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Lewis is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit 99.1 | Press Release dated July 11, 2023 | |
| Exhibit 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. | ||
| By: | /s/ Tracy M. Preston | |
| Name: | Tracy M. Preston | |
| Title: | EVP, Chief Legal & Compliance Officer and Corporate Secretary | |
| Date: July 11, 2023 | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
| News Media, contact: | Nicole Ducouer (336) 986-7090 | |
| Analysts and Investors, contact: | T.C. Robillard, (336) 519-2115 |
HanesBrands Names Scott Lewis Chief Financial Officer
WINSTON-SALEM, N.C. — (BUSINESS WIRE) — July 11, 2023 — HanesBrands (NYSE: HBI), a leading global marketer of branded everyday apparel, today announced that Interim Chief Financial Officer Scott Lewis has been appointed Chief Financial Officer, effective immediately. Lewis will also continue in his role as Chief Accounting Officer, a position he has held since 2015.
A 17-year veteran of HanesBrands with an extensive background in accounting, tax, controllership, and external reporting, Lewis brings more than 25 years of financial leadership experience to the role. In addition to serving as Interim Chief Financial Officer from March 2023 to present, Lewis has spent eight years as the Company’s Chief Accounting Officer. In that time, Lewis also served as Interim Chief Financial Officer from January 2020 through April 2021. In his time with HanesBrands, Lewis was the transformation lead for the implementation of the Company’s ERP system, led the Company’s efforts to establish global shared services, helped lead the company through COVID, and led the refinancing of our debt in early 2023. Prior to joining HanesBrands, Lewis spent time with KPMG as a Senior Manager for Audit and Advisory. Lewis graduated from Appalachian State University with a bachelor’s degree in Business Administration.
“Scott has deep knowledge of our business and financial organization and the Board and I are pleased to appoint him to the CFO role on a permanent basis,” said Steve Bratspies, HanesBrands CEO. “The consummate team player, Scott has done an excellent job filling in as our Interim CFO on two separate occasions. With the experience and skillsets he brings, Scott is ideally suited to help position the Company for future success. On a personal level, I appreciate his partnership and look forward to working with him more closely to execute on our strategic priorities and Full Potential Plan.”
“I am honored to have the opportunity to lead HanesBrands’ finance organization,” said Lewis. “I believe that HanesBrands has significant opportunities for growth and value creation ahead. I look forward to working closely with Steve and the entire leadership team to capture those opportunities, chart a clear path for profitable and sustainable growth and drive increased shareholder value.”
About 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, has set 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.
Cautionary Statement Concerning Forward-Looking Statements
This news release contains certain forward-looking statements, as defined under U.S. federal securities laws, with respect to our plans, expectations, long-term goals and trends associated with the appointment of the new CFO, as well as the expectations for growth in our business. These forward-looking statements are based on our current intentions, beliefs, plans and expectations. Readers are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements inherently involve risks and uncertainties, many of which are outside of our control, that could cause actual results to differ materially from such statements and from our historical results and experience. These risks and uncertainties include such things as: our ability to successfully execute our Full Potential plan to achieve the desired results; any potential ongoing effects of the COVID-19 pandemic, including on consumer spending, global supply chains and the financial markets; the highly competitive and evolving nature of the industry in which we compete; the rapidly changing retail environment and the level of consumer demand; our reliance on a relatively small number of customers for a significant portion of our sales; our ability to deleverage on the anticipated time frame or at all, which could negatively impact our ability to satisfy the financial covenants in our Credit Agreement or other contractual arrangements; any inadequacy, interruption, integration failure or security failure with respect to our information technology (including the ransomware attack announced May 31, 2022); the impact of significant fluctuations and volatility in various input costs, such as cotton and oil-related materials, utilities, freight and wages; the availability of global supply chain resources; our ability to attract and retain a senior management team with the core competencies needed to support growth in global markets and ongoing labor shortages generally; significant fluctuations in foreign exchange rates; legal, regulatory, political and economic risks related to our international operations; our ability to effectively manage our complex multinational tax structure; and other risks identified from time to time in our most recent Securities and Exchange Commission reports, including our annual report on Form 10-K and quarterly reports on Form 10-Q. Since it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results, the above list should not be considered a complete list. Any forward-looking statement speaks only as of the date on which such statement is made, and HanesBrands undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, other than as required by law.
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