Levi Strauss & Co. Proxy Statement Supplement Filed

TL;DR

Levi's filed more proxy docs for the April 24th shareholder meeting. Vote wisely.

AI Summary

Levi Strauss & Co. is filing definitive additional materials as a supplement to its proxy statement for the 2024 Annual Meeting of Shareholders, scheduled for April 24, 2024. This filing, made on April 18, 2024, is a definitive proxy statement supplement, indicating it contains final information for shareholders regarding the meeting.

Why It Matters

This filing provides shareholders with updated or additional information relevant to their voting decisions at the upcoming annual meeting, ensuring they have the most current details before casting their ballots.

Risk Assessment

Risk Level: low — This is a routine filing of additional proxy materials, not indicating any new or unusual risks for the company.

Key Players & Entities

• LEVI STRAUSS & CO. (company) — Registrant and filer of the proxy statement
• 0001839882-24-012050 (filing_id) — Accession number for the SEC filing
• April 24, 2024 (date) — Date of the 2024 Annual Meeting of Shareholders
• April 18, 2024 (date) — Date the definitive additional materials were filed
• 1155 Battery Street, San Francisco, CA 94111 (address) — Business and mailing address of Levi Strauss & Co.

FAQ

Key Financial Figures

• $1.7 million — , Mr. Bergh’s AIP payout was 64% ($1.7 million) of target, which was lower than the pr
• $25.5 million — ited (which has an approximate value of $25.5 million) as a result of her separation from her
• $8,100,000 — he received a one-time signing bonus of $8,100,000 payable 90 days following her start dat
• $24.3 million — (with an aggregate grant date value of $24.3 million) are subject to her continued employmen

Filing Documents

• levi-defa14a_042424.htm (DEFA14A) — 34KB
• levidefa14a042424001.jpg (GRAPHIC) — 9KB
• levidefa14a042424002.jpg (GRAPHIC) — 99KB
• 0001839882-24-012050.txt ( ) — 183KB

From the Filing

ADDITIONAL MATERIALS UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 LEVI STRAUSS & CO. 1155 Battery Street San Francisco, CA 94111 SUPPLEMENT TO THE PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 24, 2024 The following information supplements the definitive proxy statement (the “Proxy Statement”) of Levi Strauss & Co. (“LS&Co.,” “we,” “us” or “our”) furnished to our shareholders in connection with the solicitation of proxies by the Board of Directors (the “Board”) for the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”). Capitalized terms used in this supplement to the Proxy Statement (this “Supplement”) and not otherwise defined in the Supplement have the meaning given to them in the Proxy Statement. This Supplement is being filed with the Securities and Exchange Commission (the “Commission”). THE PROXY STATEMENT CONTAINS IMPORTANT ADDITIONAL INFORMATION AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT. Dear Levi Strauss & Co. Shareholder, Following the release of an advisory report by the proxy advisory firm Institutional Shareholder Services on April 4, 2024, regarding the 2024 Annual Meeting, we are providing the following additional information regarding our executive compensation program discussed in the Compensation Discussion and Analysis section of the Proxy Statement. In light of the rationale described in the Proxy Statement, and the additional information set forth in this supplement, LS&Co. reiterates its recommendation to vote FOR Item 2 – the Advisory Vote on Executive Compensation (the “Say on Pay Proposal”). Performance-Based Compensation Over 85% of our President and CEO's compensation is tied to annual or long-term company performance. Because fiscal year 2023 results were below LS&Co.’s expectations, Mr. Bergh’s AIP payout was 64% ($1.7 million) of target, which was lower than the prior year. Long-term incentive grants, on the other hand, are forward-looking, intended to reward sustained growth in shareholder value. Actual realized value from those grants, if any, is dependent on company performance including key financial metrics and ultimately share price over a longer horizon. The PRSUs granted in fiscal year 2021 and vesting in fiscal year 2023 had a 76% payout, which was below target primarily based on relative TSR. The vesting on our annual long-term incentive awards occurs over several years and the term during which stock appreciation rights can be exercised is ten years, reflecting that LS&Co.'s perspective on shareholder value creation, particularly in a relative basis to peers, transcends any particular, shorter period of comparison. Mr. Bergh produced exceptional gains during his 12-year tenure leading LS&Co., culminating in a successful CEO transition to Ms. Gass accomplished during fiscal year 2023. The Compensation and Human Capital Committee believes that LS&Co.'s performance-based pay philosophy, including the benchmarking and market-competitiveness of the mix and overall level of compensation for our President and CEO, delivered fully appropriate levels of realized compensation for Mr. Bergh over this time. This is in complete alignment with the interests of our shareholders. The Committee has and continues to consistently apply this philosophy in our executive pay decisions, with guidance from independent outside advisors. Temporary Shift in AIP Approach Prior to the COVID-19 pandemic, LS&Co. calculated AIP bonus payments based 75% on the financial performance of LS&Co. and 25% on individual performance. In fiscal year 2020, the adverse impacts of the pandemic and certain geopolitical events made it difficult for LS&Co., as well as many companies within the sector, to forecast and establish financial goals during a period of unprecedented market volatility and uncertainty. As with most companies at the time, we re-assessed our approach to our annual incentive bonus program to help ensure we could appropriately motivate, engage, and retain our executives and employees on critical fin

View Full Filing

View this DEFA14A filing on SEC EDGAR