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
Number       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)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses