UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Emerging growth company
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| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On November 25, 2025, Hanesbrands Inc., a Maryland corporation (“Hanesbrands”), held a special meeting of stockholders (the “Special Meeting”).
As of the close of business on September 30, 2025, the record date for the Special Meeting, there were 353,802,157 shares of Hanesbrands common stock outstanding and entitled to vote at the Special Meeting. A total of 259,356,571 shares, or approximately 73.3%, of all outstanding shares of Hanesbrands common stock eligible to be voted at the Special Meeting, were present or represented by proxy at the Special Meeting.
The following are the voting results of the proposals considered and voted upon by the Hanesbrands stockholders at the Special Meeting, which proposals are further described in the definitive proxy statement/prospectus filed by Hanesbrands with the U.S. Securities and Exchange Commission on October 23, 2025 (the “Definitive Proxy Statement/Prospectus”):
Proposal 1: The Merger Proposal
Hanesbrands stockholders approved the merger of Helios Merger Sub, Inc. with and into Hanesbrands (the “Hanesbrands Merger”), the conversion of Hanesbrands into a Maryland limited liability company (the “LLC Conversion”), the merger of Galaxy Merger Sub 1, Inc. with and into Helios Holdco, Inc. (the “First Gildan Merger”), and the merger of Helios Holdco, Inc. with and into Galaxy Merger Sub 2, Inc. (the “Second Gildan Merger” and, together with the Hanesbrands Merger, the LLC Conversion and the First Gildan Merger, the “Transactions”), pursuant to the terms of the Agreement and Plan of Merger, dated as of August 13, 2025 (the “Merger Agreement”), by and among Gildan Activewear Inc., a corporation incorporated under the Canada Business Corporations Act (“Gildan”), Galaxy Merger Sub 2, Inc., a Maryland corporation and direct wholly owned subsidiary of Gildan, Galaxy Merger Sub 1, Inc., a Maryland corporation and direct wholly owned subsidiary of Galaxy Merger Sub 2, Inc., Hanesbrands, Helios Holdco, Inc., a Maryland corporation and direct wholly owned subsidiary of Hanesbrands, and Helios Merger Sub, Inc., a Maryland corporation and direct wholly owned subsidiary of Helios Holdco, Inc. (such proposal, the “Merger Proposal”).
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 243,902,443 | 15,125,793 | 328,335 | — |
Proposal 2: The Non-binding Compensation Proposal
Hanesbrands stockholders approved, on a non-binding, advisory basis, the compensation that may be paid or become payable to Hanesbrands’ named executive officers that is based on or otherwise relates to the Transactions (such proposal, the “Non-binding Compensation Proposal”).
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 237,264,812 | 21,208,003 | 883,756 | — |
Proposal 3: The Adjournment Proposal
Hanesbrands stockholders did not vote on the proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies to approve the Transactions (such proposal, the “Adjournment Proposal”), because such adjournment was not necessary.
| Item 8.01. | Other Events |
On November 20, 2025 at 11:59 p.m. Eastern Time, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) relating to the Transactions expired. The expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Transactions.
Completion of the Transactions remains subject to the satisfaction of the other closing conditions set forth in the Merger Agreement, including the receipt of certain regulatory consents and approvals.
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/ M. Scott Lewis | |||||
| Date: November 25, 2025 | Name: M. Scott Lewis Title: Chief Financial Officer and Chief Accounting Officer | |||||