|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the HBI 10-K filed Sep 28, 2006. Board
of Directors
Our board of directors has nine members. Two of the members are
also employees of our company: Mr. Chaden is our Executive
Chairman and Mr. Noll is our Chief Executive Officer. The
other seven of the members are non-employee directors. Our board
of directors has determined that each of the non-employee
directors is also an independent director under New York Stock
Exchange listing standards. Our board of directors has adopted
categorical standards of independence, which are filed as
Exhibit 99.1 to this Annual Report on
Form 10-K.
The non-employee directors are expected to meet regularly
without any employee directors or other Hanesbrands employees
present.
Prior to the spin off, our board of directors consisted of
Mr. Chaden, Mr. Noll and two representatives of Sara
Lee. Our board of directors, as it was constituted during such
period, did not meet in fiscal 2006, but took various actions by
written consent.
Table of Contents
Commencing with the first annual meeting of stockholders to be
held after the spin off, our directors will be elected at the
annual meeting of stockholders and will serve until our next
annual meeting of stockholders. Our board of directors maintains
three standing committees of independent directors: the Audit
Committee, the Compensation and Benefits Committee and the
Governance and Nominating Committee.
Hanesbrands has not yet had an annual meeting of stockholders.
Hanesbrands intends to encourage the members of its board of
directors to attend our annual meetings of stockholders.
Security holders may send written communications to our board of
directors or to specified individual directors by sending such
communications care of the Corporate Secretary’s Office,
Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem,
North Carolina 27105. Such communications will be reviewed by
our legal department and, depending on the content, will be:
This excerpt taken from the HBI 8-K filed Sep 5, 2006. Board of Directors Our charter and bylaws provide that the number of our directors may be established by the board of directors. Our charter provides that any vacancy will be filled, at any regular meeting or at any special meeting called for that purpose, by a majority of the remaining directors. Our board of directors is not currently classified. However, it would be permissible under MGCL for our board of directors to classify or declassify itself without stockholder approval. Our charter provides that, subject to the rights of one or more classes or series of preferred stock, a director may be removed from office only for cause and then only by the affirmative vote of the holders of at least two
117
Table of Contentsthirds of the votes entitled to be cast in the election of such director. For the purpose of the charter, cause means the conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the corporation through bad faith or active and deliberate dishonesty. | EXCERPTS ON THIS PAGE:
|
| |||||||
