Levi Strauss (NYSE: LEVI) sets yearly executive pay votes

Rhea-AI Filing Summary

Levi Strauss & Co. filed an amended report to disclose how often it will ask shareholders to give advisory feedback on executive pay. Following the shareholder vote at its April 23, 2025 annual meeting and the board’s recommendation, the company chose to hold this say-on-pay advisory vote every year until the next required vote on frequency.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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.

				LEVI STRAUSS & CO.
DATE:	August 22, 2025		By:	/s/ David Jedrzejek
			Name:	David Jedrzejek
			Title:	Senior Vice President and General Counsel

FAQ

What did Levi Strauss & Co. (LEVI) disclose in this amended report?

Levi Strauss & Co. disclosed its chosen frequency for future advisory shareholder votes on executive compensation. The company used this amendment to clarify that decision after the 2025 annual meeting and did not change any other information from the original filing.

What frequency did Levi Strauss (LEVI) select for say-on-pay votes?

Levi Strauss & Co. decided to hold an advisory shareholder vote on named executive officer compensation every year. This means investors will have an annual opportunity to express their views on the company’s executive pay practices through a non-binding vote.

How was the executive pay vote frequency decided at Levi Strauss (LEVI)?

The company based its decision on the advisory vote of shareholders at the April 23, 2025 annual meeting and the board of directors’ recommendation. Together, these inputs led Levi Strauss & Co. to adopt an annual schedule for future say-on-pay advisory votes.

Does this Levi Strauss (LEVI) update change executive compensation amounts?

The update does not change any executive compensation amounts. It only specifies how often shareholders will cast non-binding advisory votes on named executive officer pay, confirming that these say-on-pay votes will occur annually going forward under the current determination.

How long will Levi Strauss (LEVI) hold annual say-on-pay votes?

Levi Strauss & Co. plans to hold the advisory vote on named executive officer compensation every year until the next required shareholder advisory vote on the frequency of such votes. That future vote could lead to confirming or changing the current annual approach.