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): December 9, 2008
Hanesbrands Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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001-32891
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20-3552316 |
(State or other jurisdiction
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(Commission File Number)
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(IRS Employer Identification |
of incorporation)
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No.) |
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1000 East Hanes Mill Road
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27105 |
Winston-Salem, NC
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(Zip Code) |
(Address of principal executive |
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offices) |
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Registrants telephone number, including area code: (336) 519-4400
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03 |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On December 9, 2008, the Board of Directors of Hanesbrands Inc., a Maryland corporation
(Hanesbrands), adopted amended and restated bylaws (the Amended and Restated Bylaws). The
material changes to Hanesbrands bylaws (the Bylaws) resulting from the adoption of the Amended
and Restated Bylaws are described below. The description below is qualified in its entirety by
reference to the complete Amended and Restated Bylaws, which are included with this Current Report
on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
Expanded Information under Advance Notice Provision. The Bylaws contained advance notice
provisions requiring any stockholder of Hanesbrands proposing a director nominee or any other
matter for consideration at a meeting of the stockholders to provide advance notice to the company,
along with specified information about the stockholder and its proposal. The Amended and Restated
Bylaws retain that advance notice provision but expand the information requirement to include more
specific detail regarding ownership of securities and any substantial interest in Hanesbrands,
hedging activities and the investment strategy of such stockholder, the proposed nominee and
affiliated persons. The amendments to the advance notice provisions do not affect a stockholders
right to submit proposals for inclusion in Hanesbrands proxy statement under Rule 14a-8 under the
Securities Exchange Act of 1934.
Stockholders Meetings. The Amended and Restated Bylaws also include other changes related to
stockholders meetings, including:
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providing for householding of notices of stockholders meetings; |
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clarifying that an irregularity in providing notice of a stockholders meeting
will not affect the validity of the meeting; |
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providing that Hanesbrands may postpone or cancel a stockholders meeting by making a
public announcement; |
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expanding the powers of the chairman over the conduct of the meeting to include
complying with any state or local laws and regulations concerning safety and security; |
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clarifying the responsibilities of the inspectors of elections; |
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clarifying certain procedures with respect to stockholder-requested meetings; and |
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removing a reference in the Bylaws to the specific month during which the annual
meeting of stockholders is to be held to provide greater flexibility in conformance with a
recent amendment to Maryland law. |
Other Miscellaneous Changes. The Amended and Restated Bylaws also include a number of other
miscellaneous changes. One clarifies the procedures for the resignation of a director. Another
series of revisions removes certain outdated or unnecessary provisions, including provisions
concerning the closing of the transfer books, liability for losses which may occur by reason of the
failure of a financial institution and the giving of bonds by directors, the treasurer and
assistant treasurers. Provisions regarding reliance by directors and officers on information
prepared or presented by others have been revised to track Maryland law more closely. The Amended
and Restated Bylaws also clarify the power of the Board of Directors and the stockholders to ratify
prior actions or inactions by Hanesbrands and add a new section providing for procedural
flexibility in the event of an emergency.
In addition to the amendments described above, the Amended and Restated Bylaws include certain
changes to (1) clarify language, (2) conform to current Maryland law and (3) make various other
technical corrections and non-substantive changes.
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Item 9.01. |
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Financial Statements and Exhibits |
(d) Exhibits
Exhibit 3.1 Amended and Restated Bylaws of Hanesbrands Inc.