Document
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 24, 2018
Hanesbrands Inc.
(Exact name of registrant as specified in its charter)
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Maryland | | 001-32891 | | 20-3552316 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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1000 East Hanes Mill Road Winston-Salem, NC | | 27105 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (336) 519-8080
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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 o
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 24, 2018, the Board of Directors of Hanesbrands Inc. (the “Company”) increased the number of members of the Board of Directors from ten to eleven and elected Geralyn R. Breig to serve as a director of the Company. The election of Ms. Breig is effective immediately, and she will serve until the Company’s next annual meeting of stockholders and until her successor is elected and qualified, or until her resignation or removal. Ms. Breig will serve as a member of the Audit Committee.
Ms. Breig’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 12, 2018, under the heading “Director Compensation.” Ms. Breig’s compensation for 2018 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. Breig and any other person pursuant to which she was elected as a director. The Company is not aware of any transaction with Ms. Breig that would require disclosure under Item 404(a) of Regulation S-K.
The press release issued by the Company announcing Ms. Breig’s election is furnished as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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.
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July 26, 2018 | | HANESBRANDS INC. |
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| | By: | | /s/ Joia M. Johnson |
| | | | Joia M. Johnson |
| | | | Chief Administrative Officer, General Counsel and Corporate Secretary |