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This excerpt taken from the HBI DEF 14A filed Mar 12, 2009. How many
votes are required to approve each proposal?
Directors will be elected by a plurality of all the votes cast
at the Annual Meeting, either in person or represented by
properly completed or authorized proxy. This means that the nine
nominees who receive the highest number of “FOR” votes
cast will be elected as directors. Stockholders cannot cumulate
votes in the election of directors.
Ratification of the appointment of PricewaterhouseCoopers as
Hanesbrands’ independent registered public accounting firm
requires “FOR” votes from a majority of the votes cast
at the Annual Meeting, either in person or represented by
properly completed or authorized proxy. If the appointment of
PricewaterhouseCoopers as our independent registered public
accounting firm for our 2009 fiscal year is not ratified by the
stockholders, the adverse vote will be considered a direction to
the Audit Committee to consider another independent registered
public accounting firm for next year. However, because of the
difficulty in making any substitution of independent registered
public accounting firm so long after the beginning of the
current year, the appointment for our 2009 fiscal year will
stand, unless the Audit Committee finds other good reason for
making a change.
This excerpt taken from the HBI DEF 14A filed Mar 10, 2008. How many
votes are required to approve each proposal?
Directors will be elected by a plurality of all the votes cast
at the Annual Meeting, either in person or represented by
properly completed or authorized proxy. This means that the nine
nominees who receive the highest number of “FOR” votes
cast will be elected as directors. Stockholders cannot cumulate
votes in the election of directors. Abstentions or withheld
votes will have no effect. If a nominee who is serving as a
director is not elected at the Annual Meeting, under Maryland
law the director would continue to serve on the Board of
Directors as a “holdover director” until the
director’s successor is elected and qualified.
Approval of each of the Omnibus Incentive Plan and the AIP
requires “FOR” votes from a majority of the votes cast
at the Annual Meeting, either in person or represented by
properly completed or authorized proxy.
Ratification of the appointment of PricewaterhouseCoopers as
Hanesbrands’ independent registered public accounting firm
requires “FOR” votes from a majority of the votes cast
at the Annual Meeting, either in person or represented by
properly completed or authorized proxy. If the appointment of
PricewaterhouseCoopers as our independent registered public
accounting firm for 2008 is not ratified by the stockholders,
the adverse vote will be considered a direction to the Audit
Committee to consider another independent registered public
accounting firm for next year. However, because of the
difficulty in making any substitution of independent registered
public accounting firm so long after the beginning of the
current year, the appointment for 2008 will stand, unless the
Audit Committee finds other good reason for making a change.
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