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 29, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Hanesbrands Inc. (the “Company”), the stockholders of the Company approved an amendment (the “Second Amendment”) of the Hanesbrands Inc. 2020 Omnibus Incentive Plan (the “Plan”). Pursuant to the Second 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 16,210,000 shares. The Second Amendment is described in Proposal 4 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 17, 2025.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of 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 29, 2025. A total of 312,011,776 shares of the Company’s common stock (approximately 88.4% 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 | |||||||||||||
| Stephen B. Bratspies |
264,651,073 | 7,077,152 | 497,882 | 39,785,669 | ||||||||||||
| Geralyn R. Breig |
262,266,409 | 9,558,283 | 401,415 | 39,785,669 | ||||||||||||
| Colin Browne |
269,239,153 | 2,591,223 | 395,731 | 39,785,669 | ||||||||||||
| Natasha C. Chand |
265,475,986 | 6,279,815 | 470,306 | 39,785,669 | ||||||||||||
| Sharilyn S. Gasaway |
269,406,693 | 2,406,588 | 412,826 | 39,785,669 | ||||||||||||
| Mark A. Irvin |
265,411,194 | 6,338,663 | 476,250 | 39,785,669 | ||||||||||||
| James C. Johnson |
261,117,892 | 10,649,695 | 458,520 | 39,785,669 | ||||||||||||
| John G. Mehas |
269,451,550 | 2,367,768 | 406,789 | 39,785,669 | ||||||||||||
| Franck J. Moison |
266,338,168 | 5,487,039 | 400,900 | 39,785,669 | ||||||||||||
| Robert F. Moran |
263,389,948 | 8,434,580 | 401,579 | 39,785,669 | ||||||||||||
| William S. Simon |
267,015,873 | 4,565,279 | 644,955 | 39,785,669 | ||||||||||||
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 2025 fiscal year. The voting results were as follows:
| FOR |
AGAINST |
ABSTAIN | ||
| 304,012,937 | 7,245,674 | 753,165 |
Proposal 3 – Advisory Vote to Approve 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 | |||
| 256,156,819 | 15,026,156 | 1,043,132 | 39,785,669 |
Proposal 4 – Approval of the Amendment of the Hanesbrands Inc. 2020 Omnibus Incentive Plan
The stockholders of the Company approved the Second Amendment of the Plan. The voting results were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 251,817,697 | 19,475,891 | 932,519 | 39,785,669 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Second 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: May 5, 2025 | By: | /s/ Kristin L. Oliver | ||||
| Name: | Kristin L. Oliver | |||||
| Title: | EVP, Chief Human Resources Officer & Chief Legal Officer | |||||