false 0001359841 0001359841 2024-07-09 2024-07-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 9, 2024

 

 

Hanesbrands Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-32891   20-3552316

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1000 East Hanes Mill Road

Winston-Salem, North Carolina

   27105
(Address of principal executive offices)   (Zip Code)

(336) 519-8080

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, Par Value $0.01   HBI   New York Stock Exchange

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 9, 2024, the Board of Directors (the “Board”) of Hanesbrands Inc. (the “Company”) increased the number of members of the Board from ten to 11 and elected Sharilyn Gasaway to serve as a director of the Company, each effective as of July 9, 2024. Ms. Gasaway was also appointed as a member of the Audit Committee of the Board. Ms. Gasaway will serve for an initial term expiring at the Company’s 2025 annual meeting of stockholders and until her successor is elected and qualified, or until her earlier resignation or removal.

Ms. Gasaway’s compensation will be consistent with the Company’s previously disclosed standard compensatory arrangements for non-employee directors, which are described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on March 11, 2024, under the heading “Director Compensation.” Ms. Gasaway’s compensation for 2024 will be prorated to reflect the commencement date of her Board service.

Other than the standard compensation arrangements described above, there are no arrangements or understandings between Ms. Gasaway and any other person pursuant to which she was elected as a director. The Company is not aware of any transaction with Ms. Gasaway that would require disclosure under Item 404(a) of Regulation S-K.

On July 10, 2024, the Company issued a press release announcing Ms. Gasaway’s election to the Board, which press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.    Description
99.1    Press Release dated July 10, 2024
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: July 10, 2024     By:  

/s/ Kristin L. Oliver

    Name:   Kristin L. Oliver
    Title:   EVP, Chief Human Resources Officer & Interim Chief Legal Officer

Exhibit 99.1

 

   LOGO
   news release

FOR IMMEDIATE RELEASE

HanesBrands Appoints Sharilyn Gasaway to Board of Directors

WINSTON-SALEM, N.C. – July 10, 2024 – HanesBrands (NYSE: HBI), a global leader in iconic apparel brands, today announced that Sharilyn Gasaway has been appointed to the Company’s board of directors. Gasaway’s term runs through the 2025 annual meeting of stockholders and she will serve on the Audit Committee.

Gasaway brings experience from her time at Alltel Corporation where she was executive vice president and chief financial officer, and for several years served as controller. At Alltel Corporation, Gasaway was part of an executive team that spearheaded the company into the largest private equity buyout in the telecom industry at $32 billion and transitioned the wireless communications company through a merger with Verizon. Gasaway is a board director currently at Genesis Energy and JB Hunt Transport Services Inc. She has also served on the board of directors for Waddell and Reed Financial Inc.

“Sharilyn will play a critical role as we focus on accelerating debt reduction, consistent growth, and cash flow generation,” said Steve Bratspies, CEO. “Sharilyn’s strategic transformation capabilities will strengthen our efforts as we position our business on the optimal path for financial performance and shareholder value.”

“Sharilyn’s leadership experience and extensive background in driving positive change while simultaneously executing strategic growth initiatives adds another level of expertise to our board,” said Bill Simon, Chairman of the Board. “Sharilyn is a valuable addition to a group of directors who are passionate about elevating our global iconic brands and positioning HanesBrands for long-term success.”

A licensed CPA, Gasaway earned her bachelor’s degree from Louisiana Tech University in accounting and attended the executive development program at The Wharton School.

About HanesBrands

HanesBrands (NYSE: HBI) makes everyday apparel that is known and loved by consumers around the world for comfort, quality and value. Among the company’s iconic brands are Hanes, the leading basic apparel brand in the United States; Champion, an innovator at the intersection of lifestyle and athletic apparel; Bonds, which is setting new standards for design and sustainability; Maidenform, America’s number one shapewear brand; and Bali, America’s number one national bra brand. HBI employs 48,000 associates in approximately 30 countries and has built a strong reputation for workplace quality and ethical business practices. The company, a longtime leader in sustainability, has set aggressive 2030 goals to improve the lives of people, protect the planet and produce sustainable products. HBI is building on its unmatched strengths to unlock its Full Potential and deliver long-term growth that benefits all of its stakeholders.

Contacts

News Media, contact: Nicole Ducouer, (336) 986-7090

Analysts and Investors, contact: T.C. Robillard, (336) 519-2115

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Entity Registrant Name Hanesbrands Inc.
Entity Incorporation State Country Code MD
Entity File Number 001-32891
Entity Tax Identification Number 20-3552316
Entity Address, Address Line One 1000 East Hanes Mill Road
Entity Address, City or Town Winston-Salem
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