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This excerpt taken from the HBI DEF 14A filed Mar 12, 2009. Report of
Compensation Committee on Executive Compensation
The information contained in this Compensation Committee
Report shall not be deemed to be “soliciting material”
or “filed” or “incorporated by reference” in
future filings with the Securities and Exchange Commission, or
subject to the liabilities of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”), except to
the extent that Hanesbrands specifically incorporates it by
reference into a document filed under the Securities Act of 1933
or the Exchange Act.
Mr. Schindler and Mr. Johnson served as members of the
Compensation Committee during the entire fiscal year ended
January 3, 2009; Mr. Schindler became its chair on
July 22, 2008. Mr. Mulcahy joined the Compensation
Committee on July 21, 2008. During the fiscal year ended
January 3, 2009, Harry A. Cockrell, who ceased serving as a
member of our Board of Directors on April 22, 2008, and
Mr. Coker, who ceased serving as a member of our Board of
Directors on December 8, 2008, also served as members of
the Compensation Committee; Mr. Coker was its chair until
July 22, 2008. The Compensation Committee was at all times
during the fiscal year ended January 3, 2009 comprised
solely of non-employee directors each of whom was:
(i) independent as defined under New York Stock Exchange
listing standards, (ii) a non-employee director for
purposes of
Rule 16b-3
under the Exchange Act, and (iii) an outside director for
purposes of Section 162(m) of the Internal Revenue Code.
The Compensation Committee has reviewed and discussed the
“Compensation Discussion and Analysis” required by
Item 402(b) of
Regulation S-K
with management. Based on such review and discussions, the
Compensation Committee recommended to the Board of Directors
that the “Compensation Discussion and Analysis” be
included in this Proxy Statement.
Respectfully submitted,
Andrew J. Schindler, Chair
James C. Johnson J. Patrick Mulcahy This excerpt taken from the HBI DEF 14A filed Mar 10, 2008. Report of
Compensation Committee on Executive Compensation
The information contained in this Compensation Committee
Report shall not be deemed to be “soliciting material”
or “filed” or “incorporated by reference” in
future filings with the Securities and Exchange Commission, or
subject to the liabilities of Section 18 of the Exchange
Act, except to the extent that Hanesbrands specifically
incorporates it by reference into a document filed under the
Securities Act or the Exchange Act.
Mr. Coker was the Chair and Mr. Cockrell,
Mr. Johnson and Mr. Schindler served on the
Compensation Committee during 2007. The Compensation Committee
was comprised solely of non-employee directors who were each:
(i) independent as defined under the NYSE listing
standards, (ii) a non-employee director for purposes of
Rule 16b-3
of the Exchange Act, and (iii) an outside director for
purposes of Section 162(m) of the Internal Revenue Code.
The Compensation Committee has reviewed and discussed the
“Compensation Discussion and Analysis” required by
Item 402(b) of
Regulation S-K
with management. Based on such review and discussions, the
Compensation Committee recommended to the Board of Directors
that the “Compensation Discussion and Analysis” be
included in this proxy statement.
Respectfully submitted,
Charles W. Coker, Chair
Harry A. Cockrell James C. Johnson Andrew J. Schindler
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