Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On June 9, 2020, Hanesbrands Inc. (the "Company" or "Hanesbrands") announced
that its Board of Directors (the "Board") approved the appointment of Stephen B.
Bratspies as Chief Executive Officer of Hanesbrands, effective August 3, 2020
(the "effective date"). Mr. Bratspies succeeds Gerald W. Evans, Jr., who, as
previously disclosed, will retire from his position as Chief Executive Officer
of Hanesbrands on the effective date. As previously disclosed, Mr. Evans will
continue to provide services to Hanesbrands pursuant to a Transition and
Retirement Agreement to provide for a smooth transition to Mr. Bratspies.
Mr. Bratspies, 52, joins Hanesbrands from Walmart Inc. ("Walmart"), a publicly
traded multinational retail company that operates a chain of supercenters,
discount stores, grocery stores and warehouse clubs, where he served most
recently as Chief Merchandising Officer starting in 2015. Mr. Bratspies has
served in various capacities at Walmart since 2005, including as Executive Vice
President, Food from 2014 to 2015 and as Executive Vice President, General
Merchandise from 2013 to 2014. Mr. Bratspies earned an M.B.A. from The Wharton
School at the University of Pennsylvania, and a B.A. in Economics from Franklin
and Marshall College.
In connection with Mr. Bratspies' appointment as CEO, the Board expects to elect
Mr. Bratspies to the Board of Directors as of the effective date.
There is no arrangement or understanding between Mr. Bratspies and any other
person pursuant to which he was selected for his position. There are no family
relationships between Mr. Bratspies and any director or executive officer of the
Company. Mr. Bratspies has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Bratspies will receive an annual base salary of $1,100,000, a target Annual
Incentive Plan opportunity of 150% of his annual base salary, and a target
Long-Term Incentive Program opportunity of $6,750,000, delivered as 50%
time-based and 50% performance-based awards. Mr. Bratspies' compensation for
2020 will be prorated from the effective date. In addition, Mr. Bratspies is
expected to receive a transition equity award of stock options in three
tranches: (1) options to purchase 83,333 shares with a per share exercise price
equal to 100% of the closing price of Hanesbrands' common stock on the effective
date that will cliff vest after 1 year, (2) options to purchase 83,333 shares
with a per share exercise price equal to 120% of the closing price of
Hanesbrands' common stock on the effective date that will cliff vest after 2
years, and (3) options to purchase 83,334 shares with a per share exercise price
equal to 140% of the closing price of Hanesbrands' common stock on the effective
date that will cliff vest after 3 years. He will be eligible to participate in
Hanesbrands' other employee benefits plans and arrangements on the same terms as
the Company's other executive officers. Hanesbrands expects to enter into a
Severance/Change in Control Agreement with Mr. Bratspies on substantially the
same terms and conditions as those described in the Company's Proxy Statement
for the 2020 Annual Meeting of Stockholders (the "Proxy Statement"), filed with
the Securities and Exchange Commission March 16, 2020, under "Compensation
Discussion and Analysis-Severance Arrangements." The description of the material
terms of the Severance/Change in Control Agreement is qualified in its entirety
by reference to the full text of the form of Severance/Change in Control
Agreement that the Company expects to enter into with Mr. Bratspies, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K.
Additional information about the Company's annual incentive and long-term
compensation plans can be found in the Company's Proxy Statement. A copy of the
Company's press release announcing the executive leadership succession plan is
attached as Exhibit 99.1 hereto and incorporated herein by reference
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit 10.1 Form of Severance/Change in Control Agreement.*
Exhibit 99.1 Press Release dated June 9, 2020.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Management contract or compensatory plans or arrangements.
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