UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 June 9, 2020, Hanesbrands Inc. (the “Company” or “Hanesbrands”) announced that its Board of Directors (the “Board”) approved the appointment of Stephen B. Bratspies as Chief Executive Officer of Hanesbrands, effective August 3, 2020 (the “effective date”). Mr. Bratspies succeeds Gerald W. Evans, Jr., who, as previously disclosed, will retire from his position as Chief Executive Officer of Hanesbrands on the effective date. As previously disclosed, Mr. Evans will continue to provide services to Hanesbrands pursuant to a Transition and Retirement Agreement to provide for a smooth transition to Mr. Bratspies.
Mr. Bratspies, 52, joins Hanesbrands from Walmart Inc. (“Walmart”), a publicly traded multinational retail company that operates a chain of supercenters, discount stores, grocery stores and warehouse clubs, where he served most recently as Chief Merchandising Officer starting in 2015. Mr. Bratspies has served in various capacities at Walmart since 2005, including as Executive Vice President, Food from 2014 to 2015 and as Executive Vice President, General Merchandise from 2013 to 2014. Mr. Bratspies earned an M.B.A. from The Wharton School at the University of Pennsylvania, and a B.A. in Economics from Franklin and Marshall College.
In connection with Mr. Bratspies’ appointment as CEO, the Board expects to elect Mr. Bratspies to the Board of Directors as of the effective date.
There is no arrangement or understanding between Mr. Bratspies and any other person pursuant to which he was selected for his position. There are no family relationships between Mr. Bratspies and any director or executive officer of the Company. Mr. Bratspies has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Bratspies will receive an annual base salary of $1,100,000, a target Annual Incentive Plan opportunity of 150% of his annual base salary, and a target Long-Term Incentive Program opportunity of $6,750,000, delivered as 50% time-based and 50% performance-based awards. Mr. Bratspies’ compensation for 2020 will be prorated from the effective date. In addition, Mr. Bratspies is expected to receive a transition equity award of stock options in three tranches: (1) options to purchase 83,333 shares with a per share exercise price equal to 100% of the closing price of Hanesbrands’ common stock on the effective date that will cliff vest after 1 year, (2) options to purchase 83,333 shares with a per share exercise price equal to 120% of the closing price of Hanesbrands’ common stock on the effective date that will cliff vest after 2 years, and (3) options to purchase 83,334 shares with a per share exercise price equal to 140% of the closing price of Hanesbrands’ common stock on the effective date that will cliff vest after 3 years. He will be eligible to participate in Hanesbrands’ other employee benefits plans and arrangements on the same terms as the Company’s other executive officers. Hanesbrands expects to enter into a Severance/Change in Control Agreement with Mr. Bratspies on substantially the same terms and conditions as those described in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders (the “Proxy Statement”), filed with the Securities and Exchange Commission March 16, 2020, under “Compensation Discussion and Analysis—Severance Arrangements.” The description of the material terms of the Severance/Change in Control Agreement is qualified in its entirety by reference to the full text of the form of Severance/Change in Control Agreement that the Company expects to enter into with Mr. Bratspies, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Additional information about the Company’s annual incentive and long-term compensation plans can be found in the Company’s Proxy Statement. A copy of the Company’s press release announcing the executive leadership succession plan is attached as Exhibit 99.1 hereto and incorporated herein by reference
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit 10.1 |
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| Exhibit 99.1 |
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| Exhibit 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Management contract or compensatory plans or arrangements. |
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: June 9, 2020 |
By: |
/s/ Joia M. Johnson | ||||
| Name: |
Joia M. Johnson | |||||
| Title: |
Chief Administrative Officer, Chief Legal Officer, General Counsel and Corporate Secretary | |||||