[8-K] Kontoor Brands, Inc. Reports Material Event

Rhea-AI Filing Summary

Huntington Ingalls Industries (HII) filed an 8-K reporting a governance change under Item 5.02. Effective 29-Jul-2025, the Board elected Nick L. Stanage, former Chairman & CEO of Hexcel Corporation, as a director and increased the Board size from 12 to 13 members.

Stanage is assigned to the Audit Committee and the Governance & Policy Committee. He will receive an annual cash retainer of $120 k plus $25 k (Audit) and $20 k (Governance) committee fees, and an annual equity grant of $165 k in deferred stock units, all prorated for 2025.

No financial results, strategic transactions, or other material events were disclosed.

Positive

• Seasoned leadership: Addition of former Hexcel CEO strengthens board aerospace expertise, relevant to HII’s defense programs.
• Committee coverage: Placement on Audit and Governance Committees may enhance financial oversight and governance practices.

Negative

• No financial data: Filing lacks earnings or outlook information, offering limited insight for valuation.
• Incremental cost: Expanding the board to 13 increases annual director compensation expense, albeit immaterial.

Insights

Financial Analyst

TL;DR – Aerospace veteran joins HII board; modest governance enhancement with negligible near-term financial impact.

Nick Stanage brings three decades of aerospace and defense supply-chain experience, including a decade as Hexcel’s CEO, which should add depth to HII’s oversight of cost-intensive shipbuilding programs and advanced materials. Committee assignments (Audit, Governance) align with his operational and risk-management background. Compensation is standard for an S&P 500 peer and not material to P&L. The board expansion slightly raises governance costs (~$0.2 m annually) but may improve expertise mix. Overall, the filing is neutral; it signals continued focus on defense-aerospace synergies but offers no immediate earnings or strategic guidance.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 29, 2025

KONTOOR BRANDS, INC.

(Exact name of registrant as specified in charter)

North Carolina

001-38854

83-2680248

(State or other jurisdiction of incorporation)

(Commission file number)

(I.R.S. employer identification number)

400 N. Elm Street

Greensboro, North Carolina 27401

(Address of principal executive offices)

(336) 332-3400

(Registrant’s telephone number, including area code)

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:

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

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

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

☐ 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

Common Stock, no par value

KTB

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. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2025, Kontoor Brands, Inc. (the “Company”) announced that Joseph A. Alkire, currently the Company’s Executive Vice President and Chief Financial Officer, will become Executive Vice President, Chief Financial Officer and Head of Global Operations of the Company and Jennifer H. Broyles, currently the Company’s Executive Vice President, Global Brands President, Wrangler & Lee, will become Executive Vice President, Chief Commercial Officer and Global Head of Brands of the Company. Thomas E. Waldron, who is stepping down from his role as Executive Vice President and Chief Operating Officer, will remain employed by the Company in a non-executive officer capacity through September 30, 2025, in order to help assure an orderly transition of responsibilities.

A copy of the press release announcing Mr. Alkire’s and Ms. Broyles’ election is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press release issued by Kontoor Brands, Inc., dated July 29, 2025.

104

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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.

KONTOOR BRANDS, INC.

Date: July 29, 2025

By:

/s/ Thomas L. Doerr, Jr.

Name:

Thomas L. Doerr, Jr.

Title:

Executive Vice President, Chief Legal Officer & Secretary

FAQ

Who joined Huntington Ingalls Industries' board on 29-Jul-2025?

Former Hexcel Corporation CEO Nick L. Stanage was elected as a director.

What committees will Nick Stanage serve on at HII?

He was appointed to the Audit Committee and the Governance & Policy Committee.

How much compensation will the new HII director receive?

Annual cash retainer of $120 k, plus $25 k (Audit) and $20 k (Governance) retainers, and $165 k in deferred stock units, all prorated for 2025.

Did Huntington Ingalls disclose any financial results in this 8-K?

No. The filing solely covers the board appointment and contains no earnings or guidance.

Why did HII increase its board size to 13 members?

The board expansion accommodates the addition of Nick Stanage; no further rationale was provided.