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. |
Resignation of Directors
On December 12, 2023, Ronald L. Nelson, Cheryl K. Beebe and Ann E. Ziegler resigned as members of the Board of Directors (the “Board”) of Hanesbrands Inc., a Maryland corporation (the “Company”), effective December 31, 2023 (the “Effective Date”). No director’s resignation was due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. At the time of their resignations, Mr. Nelson served as Chairman of the Board and as a member of the Talent and Compensation Committee; Ms. Beebe served as a member of the Audit Committee; and Ms. Ziegler served as Chair of the Talent and Compensation Committee. In connection with the resignations of Mr. Nelson, Ms. Beebe and Ms. Ziegler, the Board determined to decrease the number of members of the Board from 13 to 10, effective as of the Effective Date. These changes follow the appointments to the Board of three new independent directors, Colin Browne, Natasha Chand and John Mehas, on November 16, 2023 and align with the Company’s previously announced intent to return the Board to 10 members.
Appointment of William S. Simon as Chairman
On December 12, 2023, the Board appointed William S. Simon, a member of the Board, to serve as Chairman of the Board, effective as of the Effective Date.
Composition of Committees
As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on November 16, 2023 (the “Prior 8-K”), the Board appointed Colin Browne, Natasha Chand and John Mehas (collectively, the “Appointees”) to the Board on November 16, 2023. At the time of filing of the Prior 8-K, the Board had not yet determined Board committee assignments for any of the Appointees.
On December 12, 2023, and in connection with the pending director resignations disclosed above and prior appointments of the Appointees to the Board, the Board reconstituted the composition of the Audit Committee, the Talent and Compensation Committee and the Nominating and Governance Committee of the Board as set forth below, effective immediately. Such committee members and chairpersons were appointed to serve in such capacities until his or her respective resignation, removal or earlier termination of service.
| Audit Committee |
Talent and Compensation |
Governance and Nominating | ||
| Robert F. Moran (Chair) |
James C. Johnson (Chair) | Geralyn R. Breig (Chair) | ||
| Geralyn R. Breig |
John Mehas | Natasha Chand | ||
| Colin Browne |
Frank J. Moison | Mark A. Irvin | ||
| Franck J. Moison |
Robert F. Moran Natasha Chand |
James C. Johnson |
On December 15, 2023, the Company issued a press release announcing the foregoing matters, a copy of which is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated December 15, 2023 | |
| 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: December 15, 2023 | By: | /s/ Tracy M. Preston | ||||
| Name: | Tracy M. Preston | |||||
| Title: | EVP, Chief Legal & Compliance Officer and Corporate Secretary | |||||