Hanesbrands (HBI)

 

The Governance and Nominating Committee is responsible for screening potential director candidates and recommending qualified candidates to the full Board of Directors for nomination. The Governance and Nominating Committee will consider director candidates proposed by the Chief Executive Officer, by any director or by any stockholder. From time to time, the Governance and Nominating Committee also retains search firms to assist it in identifying and evaluating director nominees. In evaluating potential director candidates, the Governance and Nominating Committee seeks to present candidates to the Board of Directors who have distinguished records of leadership and success in their arena of activity and who will make substantial contributions to the Board of Directors. The Governance and Nominating Committee considers the qualifications listed in Hanesbrands’ Corporate Governance Guidelines, which include:

 

 

Mr. Nelson, who joined the Board of Directors in July 2008, was identified as a potential candidate by a third-party search firm retained by the Governance and Nominating Committee at Hanesbrands’ expense. Ms. Ziegler, who joined the Board of Directors in December 2008, was identified as a potential candidate by Mr. Chaden. The third-party search firm was provided guidance as to the particular skills, experience and other characteristics the Governance and Nominating Committee was seeking in potential candidates, and considered these characteristics both in identifying and screening potential candidates. The third party search firm prepared background materials on potential candidates, including both Mr. Nelson and Ms. Ziegler, and those materials were provided to the members of the Governance and Nominating Committee for their review. The third-party search firm interviewed those candidates the Governance and Nominating Committee determined merited further consideration, and assisted in arranging interviews of selected candidates with members of the Governance and Nominating Committee, other members of the Board of Directors, and certain of Hanesbrands’ executive officers. The third-party search firm also completed reference checks on all the candidates interviewed. This process culminated in the Governance and Nominating Committee recommending each of Mr. Nelson and Ms. Ziegler to the full Board of Directors for election. The Governance and Nominating Committee recommended to the Board that Mr. Nelson and Ms. Ziegler be nominated by the Board for election by stockholders at the 2009 Annual Meeting of Stockholders, along with seven other candidates who were elected by the stockholders at the 2008 Annual Meeting of Stockholders.

 

Any recommendation submitted by a stockholder to the Governance and Nominating Committee should include information relating to each of the qualifications outlined above concerning the potential candidate along with other information required by our Bylaws. The Governance and Nominating Committee applies the same standards in evaluating candidates submitted by stockholders as it does in evaluating candidates submitted by other sources. Suggestions regarding potential director candidates, together with the required information described above, should be submitted in writing to Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem, North Carolina 27105, Attention: Corporate Secretary. The Governance and Nominating Committee has not received any stockholder recommendations for director nominees for the Annual Meeting. Stockholders who want to nominate a director for consideration at next year’s annual meeting should refer to the procedures described in “Stockholder Proposals for Next Annual Meeting” on Page 48.

 

The Governance and Nominating Committee is responsible for screening potential director candidates and recommending qualified candidates to the full Board for nomination. The Governance and Nominating Committee will consider director candidates proposed by the Chief Executive Officer, by any director or by any stockholder. From time to time, the Governance and Nominating Committee also retains search firms to assist it in identifying and evaluating director nominees. In evaluating potential director candidates, the Committee seeks to present candidates to the Board who have distinguished records of leadership and success in their arena of activity and who will make substantial contributions to the Board. The Governance and Nominating Committee considers the qualifications listed in Hanesbrands’ Corporate Governance Guidelines, which include:

 

 

Any recommendation submitted by a stockholder to the Governance and Nominating Committee should include information relating to each of the qualifications outlined above concerning the potential candidate. The Governance and Nominating Committee applies the same standards in evaluating candidates submitted by stockholders as it does in evaluating candidates submitted by other sources. Suggestions regarding potential director candidates, together with the required information described above, should be submitted in writing to Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem, North Carolina 27105, Attention: Corporate Secretary. The Governance and Nominating Committee has not received any stockholder recommendations for Board nominees for the Annual Meeting. Stockholders who want to nominate a director for consideration at next year’s annual meeting should refer to the procedures described in “Stockholder Proposals for Next Annual Meeting” on Page 52.