Kontoor Brands (NYSE: KTB) revises bylaws and sets $0.53 dividend
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Kontoor Brands, Inc. reported that its Board approved amended and restated bylaws effective after the 2026 annual meeting. The changes refine shareholder meeting procedures, expand disclosure requirements for shareholder proposals and director nominations, address Rule 14a-19 compliance, require non-white proxy cards, and detail inspector-of-election provisions.
Shareholders elected six directors for one-year terms, ratified PricewaterhouseCoopers LLP as auditor for the fiscal year ending January 2, 2027, approved executive compensation on an advisory basis, and chose an annual frequency for future say-on-pay votes. The Board also declared a regular quarterly cash dividend of $0.53 per share, payable June 18, 2026, to shareholders of record on June 8, 2026.
Positive
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8-K Event Classification
4 items: 5.03, 5.07, 8.01, 9.01
4 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Quarterly dividend: $0.53 per share
Dividend record date: June 8, 2026
Auditor ratification votes For: 50,887,986
+3 more
6 metrics
Quarterly dividend
$0.53 per share
Regular cash dividend on common stock, payable June 18, 2026
Dividend record date
June 8, 2026
Shareholders of record on this date receive the $0.53 dividend
Auditor ratification votes For
50,887,986
Votes in favor of ratifying PricewaterhouseCoopers LLP for FY ending January 2, 2027
Say-on-pay votes For
45,505,472
Advisory approval of named executive officer compensation
Annual frequency votes
45,091,415
Votes supporting annual advisory say-on-pay frequency
Director votes For (Scott H. Baxter)
45,929,322
Votes for election of director Scott H. Baxter
Key Terms
Amended and Restated Bylaws, Rule 14a-19, inspectors of election, non-binding advisory vote, +1 more
5 terms
Amended and Restated Bylaws regulatory
"approved and adopted amendments to the Company’s amended and restated bylaws"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
Rule 14a-19 regulatory
"proposed by a noticing shareholder pursuant to Rule 14a-19 under the Securities Exchange Act of 1934"
Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.
inspectors of election regulatory
"specify provisions regarding inspectors of election for meetings of shareholders"
non-binding advisory vote financial
"a non-binding advisory vote to approve the compensation of the Company’s named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-votes financial
"For | Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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): April 23, 2026
(Exact name of registrant as specified in charter)
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(Address of principal executive offices)
(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:
Securities registered pursuant to Section 12(b) of the Act:
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 23, 2026, the Board of Directors (the “Board”) of Kontoor Brands, Inc. (the “Company”) approved and adopted amendments to the Company’s amended and restated bylaws (as amended and restated, the “Amended and Restated Bylaws”), which became effective immediately following the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). Among other things, the amendments contained in the Amended and Restated Bylaws:
•update provisions regarding meetings of shareholders, including clarifying the authority to hold virtual meetings and use remote communications and adding information regarding the conduct of meetings and the responsibilities of the person presiding over any meeting of shareholders;
•expand the disclosures required from shareholders to propose business or nominate directors for election at the Company’s annual meeting of shareholders;
•update the advance notice deadlines for shareholder proposals and nominations to not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting of shareholders, or, if the annual meeting is held more than 30 days before or more than 70 days after such anniversary date, no earlier than the 120th day prior to such annual meeting and no later than the later of the 90th day prior to such annual meeting or the 10th day following the Company’s first public disclosure of such meeting date;
•provide that, for any director nominees proposed by a noticing shareholder pursuant to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such nominees shall be disregarded, and any proxies or votes in respect of the election of such proposed nominees shall be disregarded, if the noticing shareholder fails to comply with the applicable requirements of Rule 14a-19 under the Exchange Act or fails to timely provide documentation reasonably satisfactory to the Company that such proposing person has met the requirements of Rule 14a-19(a)(3);
•require shareholders soliciting proxies to use a proxy card color other than white;
•specify provisions regarding inspectors of election for meetings of shareholders; and
•make other clarifying, conforming and administrative changes.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 23, 2026, the Company held its 2026 Annual Meeting where the Company’s shareholders voted on: (i) the election of six directors; (ii) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027; (iii) a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Company’s definitive Proxy Statement, dated March 9, 2026, for the 2026 Annual Meeting (the “2026 Proxy Statement”) and (iv) a non-binding advisory vote to approve the frequency of future advisory votes on the compensation of the Company’s named executive officers.
The final voting results with respect to each of the proposals are set forth below.
Proposal 1. The shareholders elected six directors to each serve a one-year term expiring at the Company’s Annual Meeting of Shareholders to be held in 2027 and until their respective successors are duly elected and qualified.
| Name of Nominee | For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Scott H. Baxter | 45,929,322 | 439,102 | 82,476 | 4,965,889 | ||||||||||||||||||||||
| Maryelizabeth R. Campbell | 46,266,795 | 105,606 | 78,499 | 4,965,889 | ||||||||||||||||||||||
| Ashley D. Goldsmith | 46,105,171 | 136,966 | 208,763 | 4,965,889 | ||||||||||||||||||||||
| Mark L. Schiller | 46,136,923 | 235,541 | 78,436 | 4,965,889 | ||||||||||||||||||||||
| Robert K. Shearer | 45,886,187 | 486,287 | 78,426 | 4,965,889 | ||||||||||||||||||||||
| Shelley Stewart, Jr. | 46,094,104 | 147,101 | 209,695 | 4,965,889 | ||||||||||||||||||||||
Proposal 2. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027.
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 50,887,986 | 453,409 | 75,394 | 0 | |||||||||||||||||
Proposal 3. The shareholders approved the compensation of the Company’s named executive officers as disclosed in the 2026 Proxy Statement on a non-binding advisory basis.
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 45,505,472 | 849,406 | 96,022 | 4,965,889 | |||||||||||||||||
Proposal 4. The shareholders approved an annual frequency of future advisory votes on the compensation of the Company’s named executive officers.
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| 45,091,415 | 49,551 | 1,211,516 | 98,418 | 4,965,889 | ||||||||||||||||||||||
Further information concerning the matters voted upon at the 2026 Annual Meeting is contained in the 2026 Proxy Statement.
Item 8.01. Other Events.
On April 24, 2026, Kontoor Brands, Inc. issued a press release announcing that its Board of Directors declared a regular quarterly cash dividend of $0.53 per share of its common stock, payable on June 18, 2026, to shareholders of record at the close of business on June 8, 2026. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
3.1 | Amended and Restated Bylaws of Kontoor Brands, Inc. effective April 23, 2026 | ||||
99.1 | Press release issued by Kontoor Brands, Inc. dated April 24, 2026, announcing the quarterly dividend. | ||||
| 104 | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
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: April 24, 2026 | By: | /s/ Thomas L. Doerr, Jr. | ||||||||||||
| Name: | Thomas L. Doerr, Jr. | |||||||||||||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |||||||||||||
Exhibit 99.1
KONTOOR BRANDS DECLARES QUARTERLY DIVIDEND
GREENSBORO, N.C. - April 24, 2026 - Kontoor Brands, Inc. (NYSE: KTB) today announced that its Board of Directors has declared a regular quarterly cash dividend of $0.53 per share of its common stock. The cash dividend will be payable on June 18, 2026, to shareholders of record at the close of business June 8, 2026.
About Kontoor Brands
Kontoor Brands, Inc. (NYSE: KTB) is a portfolio of three of the world’s most iconic lifestyle, outdoor and workwear brands: Wrangler®, Lee® and Helly Hansen®. Kontoor Brands is a purpose-led organization focused on leveraging its global platform, strategic sourcing model and best-in-class supply chain to drive brand growth and deliver long-term value for its stakeholders. For more information about Kontoor Brands, please visit www.KontoorBrands.com.
Contacts
Investors:
Michael Karapetian, (336) 332-4263
Vice President, Global Brand & Operations Finance and Corporate Investor Relations
Michael.Karapetian@kontoorbrands.com
or
Media:
Julia Burge, (336) 332-5122
Senior Director, Corporate Communications
Julia.Burge@kontoorbrands.com
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FAQ
What bylaw changes did Kontoor Brands (KTB) approve in this 8-K?
Kontoor Brands updated its amended and restated bylaws to clarify shareholder meeting procedures, permit virtual meetings, expand disclosure requirements for shareholder proposals and director nominations, address Rule 14a-19 compliance, require non-white proxy cards, define inspector-of-election provisions, and make additional clarifying and administrative changes.
What dividend did Kontoor Brands (KTB) declare and when will it be paid?
Kontoor Brands’ Board declared a regular quarterly cash dividend of $0.53 per share on its common stock. The dividend is payable on June 18, 2026, to shareholders of record at the close of business on June 8, 2026, as disclosed in the company’s press release.