UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

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FORM 8-K

 

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CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): January 17, 2025

 

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LEVI STRAUSS & CO.
(Exact name of registrant as specified in its charter)

 

Delaware		001-06631		94-0905160
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

1155 Battery Street
San Francisco, California 94111
(Address of principal executive offices) (Zip Code)

 

(415) 501-6000
(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share	LEVI	New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company     ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 17, 2025, upon the recommendation of its Nominating, Governance and Corporate Citizenship Committee, the Board of Directors (the “Board”) of Levi Strauss & Co. (the “Company”) approved an increase to the size of the Board to 13 directors and elected Artemis Patrick to serve as a Class I member of the Board, both effective February 1, 2025. The Board also appointed Ms. Patrick to serve as a member of the Board’s Audit and Nominating, Governance and Corporate Citizenship Committees, effective March 1, 2025. As a Class I director, Ms. Patrick will serve as a member of the Board until the Company’s 2026 annual meeting of shareholders and until her successor is elected and qualified, or until her earlier death, resignation, retirement or removal. The Board determined that Ms. Patrick is an “independent” director under the New York Stock Exchange rules and meets all applicable requirements to serve on the Audit Committee.

 

In connection with Ms. Patrick’s election as a director, the Board granted her restricted stock unit awards (“RSUs”) representing the right to receive shares of Class A common stock under the Company’s 2019 Equity Incentive Plan with a grant date fair value of $38,836, which is the prorated amount of the annual equity award value granted to each non-employee director in accordance with the Company’s current non-employee director compensation policy. The RSUs vest in full on the earlier of (i) the day before the next annual meeting or (ii) the one-year anniversary of the date of grant. In addition, the RSU grant includes a deferral delivery feature, under which Ms. Patrick will not receive the vested awards until six months following the cessation of service on the Board. Ms. Patrick will also be entitled to receive $91,389, which is the prorated amount of the annual cash retainer fee granted to the Company’s non-employee directors for the current calendar year.

 

Ms. Patrick is not a party to any arrangement or understanding with any person pursuant to which he was elected as a director, nor is she a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.

 

Ms. Patrick, 53, joined Sephora, Inc. in 2006 and currently serves as the President and CEO of Sephora North America where she is responsible for the strategy, vision and financial performance of Sephora’s United States and Canadian businesses. Ms. Patrick has held ecommerce, retail and merchandising roles of increasing responsibility within Sephora over her nineteen-year tenure. Ms. Patrick has a bachelor’s degree in economics from the University of California – Santa Cruz and an MBA from San Francisco State University.

 

Item 7.01

Regulation FD Disclosure.

 

The Company issued the press release attached hereto as Exhibit 99.1 with respect to the matters set forth in Item 5.02 above. The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

 

 

Item 9.01

Financial Statement and Exhibits.

 

(d)

Exhibits

 

99.1		Press Release dated January 22, 2025
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

		LEVI STRAUSS & CO.
DATE:	January 22, 2025	By:	/s/ David Jedrzejek
		Name:	David Jedrzejek
		Title:	Senior Vice President and General Counsel