Levi Strauss & Co. Files Definitive Proxy Statement

Ticker: LEVI · Form: DEF 14A · Filed: Mar 14, 2024 · CIK: 94845

Sentiment: neutral

Topics: Levi Strauss, DEF 14A, Proxy Statement, Executive Compensation, Equity Awards

TL;DR

<b>Levi Strauss & Co. has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ending November 26, 2023, detailing executive compensation and equity awards.</b>

AI Summary

LEVI STRAUSS & CO (LEVI) filed a Proxy Statement (DEF 14A) with the SEC on March 14, 2024. Filing is a DEF 14A for Levi Strauss & Co. Reporting period ends November 26, 2023. Previous reporting periods include November 27, 2022, and November 28, 2021. Includes executive compensation data for PEO and Non-PEO NEO members. Details on equity awards, including year-end fair value and changes in fair value.

Why It Matters

For investors and stakeholders tracking LEVI STRAUSS & CO, this filing contains several important signals. This filing provides crucial information for shareholders regarding executive compensation practices and the structure of equity awards, which can influence company performance and shareholder value. Shareholders can use this document to evaluate the alignment of executive pay with company performance and to make informed voting decisions on executive compensation proposals.

Risk Assessment

Risk Level: low — LEVI STRAUSS & CO shows low risk based on this filing. This filing is a routine proxy statement and does not contain new financial performance data or significant operational changes, indicating a low level of immediate risk.

Analyst Insight

Shareholders should review the executive compensation details and equity award structures to understand potential impacts on future company performance and shareholder returns.

Key Numbers

Key Players & Entities

FAQ

When did LEVI STRAUSS & CO file this DEF 14A?

LEVI STRAUSS & CO filed this Proxy Statement (DEF 14A) with the SEC on March 14, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by LEVI STRAUSS & CO (LEVI).

Where can I read the original DEF 14A filing from LEVI STRAUSS & CO?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by LEVI STRAUSS & CO.

What are the key takeaways from LEVI STRAUSS & CO's DEF 14A?

LEVI STRAUSS & CO filed this DEF 14A on March 14, 2024. Key takeaways: Filing is a DEF 14A for Levi Strauss & Co.. Reporting period ends November 26, 2023.. Previous reporting periods include November 27, 2022, and November 28, 2021..

Is LEVI STRAUSS & CO a risky investment based on this filing?

Based on this DEF 14A, LEVI STRAUSS & CO presents a relatively low-risk profile. This filing is a routine proxy statement and does not contain new financial performance data or significant operational changes, indicating a low level of immediate risk.

What should investors do after reading LEVI STRAUSS & CO's DEF 14A?

Shareholders should review the executive compensation details and equity award structures to understand potential impacts on future company performance and shareholder returns. The overall sentiment from this filing is neutral.

How does LEVI STRAUSS & CO compare to its industry peers?

Levi Strauss & Co. operates in the apparel industry, specifically focusing on denim and casual wear.

Are there regulatory concerns for LEVI STRAUSS & CO?

This filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information to shareholders.

Industry Context

Levi Strauss & Co. operates in the apparel industry, specifically focusing on denim and casual wear.

Regulatory Implications

This filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information to shareholders.

What Investors Should Do

  1. Review executive compensation details and equity award structures.
  2. Analyze the fair value changes of equity awards for PEO and Non-PEO NEO members.
  3. Understand the voting matters presented to shareholders in the proxy statement.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for executive compensation and shareholder matters, following previous similar filings.

Filing Stats: 4,531 words · 18 min read · ~15 pages · Grade level 12 · Accepted 2024-03-14 16:18:19

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 34 PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION 34 COMPENSATION DISCUSSION & ANALYSIS 35 CEO Succession Planning 35 Executive Summary 36 Setting Compensation 39 Elements of Compensation 42 Other Pay Practices 49 Compensation and Human Capital Committee Report 51

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 52 Summary Compensation Table 52 2023 Grants of Plan-Based Awards 54 Outstanding Equity Awards at 2023 Fiscal Year-End 55 Employment Agreements 57 Executive Retirement Plans 59 Pay-Ratio Information 60 Potential Payments Upon Termination or Change in Control 60 Equity Compensation Plan Information 69 Delinquent Section 16(A) Reports 69 AUDIT MATTERS 70 PROPOSAL 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 70 SELECTION AND ENGAGEMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PRINCIPAL ACCOUNTANT FEES 70 PRE-APPROVAL POLICIES AND PROCEDURES 71 REPORT OF THE AUDIT COMMITTEE 71 SHAREHOLDER PROPOSALS 72 PROPOSAL 4 CORPORATE FINANCIAL SUSTAINABILITY REPORT 72

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 76 QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING 78 OTHER INFORMATION 84 2024 PROXY STATEMENT 5 Back to Contents PERFORMANCE HIGHLIGHTS $6.2 billion FY23 net revenue ~$199 million FY23 capital return to shareholders in dividends and share buybacks Leading with our Brand* $5.4 billion in Levi's brand revenue — the highest in several decades Prioritizing our Direct to Consumer Business* 43% total global DTC business accounted for 43% of our total net revenue Diversifying Across Geographies, Categories, Genders & Channels* 56% international business accounted for 56% of our total net revenue * We encourage you to review our Annual Report on Form 10-K for the year ended November 26, 2023. 6 LEVI STRAUSS & CO. Back to Contents PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy 1 ELECTION OF CLASS II DIRECTORS The Board recommends a vote FOR each director nominee. See page 11. BOARD OF DIRECTORS DIRECTOR COMMITTEE MEMBERSHIP NAME AND PRINCIPAL OCCUPATION AGE SINCE AC CHCC FC NGCCC DAVID A. FRIEDMAN Retired; Senior Principal, Emeritus Chief Executive Officer and Chair of the Board, Forell/Elsesser Engineers 70 2018 YAEL GARTEN Former Director, AI/ML Data Science and Engineering, Apple 45 2020 JENNY MING Chief Executive Officer and Director, Rothy's, Inc. 68 2014 JOSHUA E. PRIME Co-President, Argonaut Securities Company. 46 2019 TROY M. ALSTEAD Founder and President, Table 47 and Ocean5 60 2012 C CHARLES ("CHIP") V. BERGH (1) Executive Vice Chair of the Board of Directors, Levi Strauss & Co. 66 201

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS COMPENSATION SNAPSHOT * We encourage you to review our Annual Report on Form 10-K for the year ended November 26, 2023. 2024 PROXY STATEMENT 9 Back to Contents COMPENSATION BEST PRACTICES PRACTICES WE ENGAGE IN PRACTICES WE DO NOT ENGAGE IN Align pay with shareholder interests Grant equity-based awards with performance goals that align with long-term value Engage proactively with shareholders and consider shareholder feedback Maintain stock ownership guidelines Adopt and maintain clawback policy Engage independent compensation consultant Conduct annual review of compensation program and practices Use peer groups Do not take excessive risk Conduct annual say on pay vote Hedging shares Pledging shares Repricing stock options Granting discount stock options Providing excessive perquisites Granting dividends or dividend equivalents on unearned performance shares/units Gross-ups for golden parachute taxes 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board recommends a vote FOR this proposal. See page 70. 4 CORPORATE FINANCIAL SUSTAINABILITY REPORT The Board recommends a vote AGAINST this proposal. See page 72. 10 LEVI STRAUSS & CO. Back to Contents CORPORATE GOVERNANCE PROPOSAL 1 ELECTION OF CLASS II DIRECTORS Our Board of Directors currently has 13 members (1) and is divided into three classes, with directors elected for overlapping three-year terms. There are four Class II directors whose term of office expires in fiscal year 2024: David A. Friedman, Yael Garten, Jenny Ming and Joshua E. Prime. Our Board of Directors has recommended that each of these directors be re-elected as Class II directors to serve until the 2027 annual meeting of shareholders and until their successors are duly elected and qualified or, if sooner, until their death, resignation or removal. A biography of each nominee and a discussion of his or h

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