Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.


As described below, on April 24, 2023, at the 2023 Annual Meeting of
Stockholders (the "Annual Meeting") of Hanesbrands Inc. (the "Company"), the
stockholders of the Company approved the Amendment (the "Amendment") of the
Hanesbrands Inc. 2020 Omnibus Incentive Plan (the "Plan"). Pursuant to the
Amendment, the number of shares of common stock, par value $0.01 per share, of
the Company reserved for issuance under the Plan was increased by 5,300,000
shares. The Amendment is described in Proposal 5 in the Company's definitive
proxy statement on Schedule 14A (the "Proxy Statement") for the Annual Meeting,
which was filed with the Securities and Exchange Commission on March 15, 2023.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.




The Company held the Annual Meeting on April 24, 2023. A total of 279,697,417
shares of the Company's common stock (approximately 80% of all shares entitled
to vote at the Annual Meeting) were represented at the Annual Meeting. Set forth
below are the final voting results for each of the proposals submitted to a vote
of the stockholders.

Proposal 1 - Election of Directors

The stockholders of the Company elected each of the director nominees proposed by the Company's Board of Directors. The voting results were as follows:



                                        Votes For        Votes Against      Abstentions       Broker Non-Votes
Cheryl K. Beebe                         205,404,527           8,575,458        1,169,558             64,547,874
Stephen B. Bratspies                    203,532,471          10,423,714        1,193,358             64,547,874
Geralyn R. Breig                        205,717,492           8,146,187        1,285,864             64,547,874
Mark A. Irvin                           207,799,904           6,108,214        1,241,425             64,547,874
James C. Johnson                        197,190,790          16,722,567        1,236,186             64,547,874
Franck J. Moison                        206,135,160           7,779,831        1,234,552             64,547,874
Robert F. Moran                         206,646,744           7,203,731        1,299,068             64,547,874
Ronald L. Nelson                        195,221,057          18,577,610        1,350,876             64,547,874
William S. Simon                        204,756,682           9,117,969        1,274,892             64,547,874
Ann E. Ziegler                          158,550,346          55,394,624        1,204,573             64,547,874

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders of the Company ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the Company's 2023 fiscal year. The voting results were as follows:



    FOR        AGAINST     ABSTAIN
270,586,072   7,618,147   1,493,198

Proposal 3 - Advisory Vote to Approved Named Executive Officer Compensation



The stockholders of the Company approved, on an advisory basis, named executive
officer compensation as described in the Proxy Statement for the Annual Meeting.
The voting results were as follows:

    FOR        AGAINST      ABSTAIN    BROKER NON-VOTES
198,535,721   13,928,276   2,685,546      64,547,874

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Proposal 4 - Advisory Vote to Recommend Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation



The stockholders of the Company recommended, on an advisory basis, that future
advisory votes regarding executive compensation ("Say-on-Pay") be held annually.
The voting results were as follows:

ONE YEAR TWO YEARS THREE YEARS ABSTENTIONS BROKER NON-VOTES 209,357,388 722,710 3,521,341 1,548,104 64,547,874




In light of these results and in accordance with its previous recommendation in
the Proxy Statement for the Annual Meeting, the Company's Board of Directors
determined that the Company will hold future advisory Say-on-Pay votes on an
annual basis until the occurrence of the next advisory vote on the frequency of
Say-on-Pay votes. The next advisory vote regarding the frequency of Say-on-Pay
votes is required to occur no later than the Company's 2029 Annual Meeting of
Stockholders.

Proposal 5 - Approval of the Amendment of the Hanesbrands Inc. 2020 Omnibus Incentive Plan

The stockholders of the Company approved the Amendment of the Hanesbrands Inc. 2020 Omnibus Incentive Plan. The voting results were as follows:

FOR AGAINST ABSTAIN BROKER NON-VOTES 196,101,015 15,792,358 3,256,170 64,547,874

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.                                     Description

10.1           First Amendment of Hanesbrands Inc. 2020 Omnibus Incentive Plan.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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