UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 24, 2025, Hanesbrands Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Cooperation Agreement dated as of November 16, 2023 (the “Cooperation Agreement”), with Barington Companies Equity Partners, L.P., Barington Capital Group, L.P., Barington Companies Management, LLC (the “Advisor”) and James A. Mitarotonda (such parties, collectively, “Barington”). As previously disclosed, the Cooperation Agreement provides for certain board composition, advisory services, voting and standstill agreements between the Company and Barington during the term of the Cooperation Agreement (such term, the “Cooperation Period”).
The Amendment is effective as of January 16, 2025 and extends the Cooperation Period to November 30, 2025. Pursuant to the Cooperation Agreement, the Advisor agreed to provide advisory services to the Company with respect to the Company’s business, operations, strategic and financial matters, corporate governance and board composition during the term of the Cooperation Agreement (the “Cooperation Period”), unless such advisory services are earlier terminated by the Advisor in accordance with the terms of the Cooperation Agreement. The Amendment also amends the period during which the Advisor may so earlier terminate its advisory services to from and after March 31, 2025. Pursuant to its terms, any such earlier termination by the Advisor of its advisory services will also result in the termination of the Cooperation Agreement.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Second Amendment to Cooperation Agreement, effective as of January 16, 2025, by and among Hanesbrands Inc., Barington Companies Equity Partners, L.P., Barington Capital Group, L.P., Barington Companies Management, LLC and James A. Mitarotonda. | |
| 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: January 27, 2025 | By: | /s/ Kristin L. Oliver | ||||
| Name: | Kristin L. Oliver | |||||
| Title: | EVP, Chief Human Resources Officer & Interim Chief Legal Officer | |||||