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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 8-K/A
(Amendment No. 1)
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, 2025
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)
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):
| ☐ |
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 |
| 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. ☐
Explanatory
Note
On April 28, 2025, Levi Strauss & Co. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report on proposals submitted to a vote of the Company’s shareholders at its annual meeting of shareholders, which was held on April 23, 2025 (the “Annual Meeting”), each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A, as filed with the U.S.
Securities and Exchange Commission on March 12, 2025 (the “Proxy Statement”). The purpose of this amendment to the Original 8-K is to report the frequency adopted by the Company for future advisory votes to approve the compensation of the Company’s named executive officers. Except for the addition of the information reported below, no other changes have been made to the Original 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
In light of the advisory vote of the Company’s shareholders, and the recommendation of the Company’s Board of Directors included
in the Proxy Statement, the Company has determined to hold a shareholder advisory vote on the compensation of the Company’s named
executive officers every year until the next required advisory vote on this matter.
| Item 9.01 |
Financial Statement and Exhibits. |
(d) Exhibits
| 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.
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LEVI STRAUSS & CO. |
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| DATE: |
August 22, 2025 |
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By: |
/s/ David Jedrzejek |
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Name: |
David Jedrzejek |
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Title: |
Senior Vice President and General Counsel |
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