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
Date of report (Date of earliest event reported): September 30, 2022 (
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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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On September 29, 2022, the Board of Directors (the “Board”) of Hanesbrands Inc. (the “Company”) approved and adopted certain amendments (the “Amendments”) to the Company’s Amended and Restated Bylaws (the “Bylaws” and, as amended, the “Amended Bylaws”), which became effective immediately.
The Amendments update various provisions of the Bylaws to make technical changes in light of the universal proxy rules adopted by the U.S. Securities and Exchange Commission. In addition, the Amendments update the Bylaw’s advance notice provisions, specifically, the notice required thereby to require (i) certain representations with respect to the stock ownership and the solicitation intention of the Proposing Stockholder (as defined in the Bylaws); (ii) additional compensation and background information from the Proposed Nominee (as defined in the Bylaws) in addition to certain representations regarding qualification, willingness to serve, Voting Commitments (as defined in the Bylaws), future fiduciary obligations and compliance with the Company’s governing documents; (iii) in connection with any business to be proposed, the text of any proposal and any Board resolutions to be considered in connection thereto; and (iv) from the Proposing Stockholder, Proposed Nominee and any Stockholder Associated Person (as defined in the Bylaws) certain information on voting rights, legal proceedings, other rights separable from shares of Company stock and associates contacted in connection with the matter or individual to be proposed.
The Amendments also include various other conforming and technical changes.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Amended and Restated Bylaws of Hanesbrands Inc., as amended on September 29, 2022 | |
| 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 | |
| Tracy M. Preston General Counsel, Corporate Secretary and Chief Compliance Officer | ||
Date: September 30, 2022