HanesBrands (HBI) Proxy Filing summary

Executive summary

• Achieved strong 2024 results, with improved revenue trends, margin expansion, and over $1 billion in debt reduction following the sale of the Champion business.

• Transformation strategy focused on simplifying the business, investing in brands, and leveraging supply chain ownership for efficiency and sustainability.

• CEO transition planned for end of 2025, with succession process underway.

Voting matters and shareholder proposals

• Election of 11 directors for a one-year term.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Advisory vote to approve executive compensation (say-on-pay).

• Approval of amendment to the 2020 Omnibus Incentive Plan to add 16.21 million shares for equity awards.

Board of directors and corporate governance

• Board comprises 11 nominees, 10 of whom are independent, with diverse skills in finance, operations, supply chain, and governance.

• Annual board and committee self-assessments, proxy access, and no poison pill.

• Board leadership split between independent Chairman and CEO.

• Recent addition of Sharilyn Gasaway as independent director and incoming Audit Committee Chair.

• Cooperation agreement with Barington Capital Group regarding board composition and advisory services through November 2025.