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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October 2, 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. ☐
| Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
October 2, 2025, having reached the mandatory retirement age, Spencer Fleischer, a Class I director, retired from Levi Strauss &
Co’s. (the “Company”) Board of Directors (the “Board”). The Company’s corporate governance guidelines
provide that a director is deemed to have resigned automatically upon the director’s 72nd birthday unless the Nominating, Governance
and Corporate Citizenship Committee of the Board (the “NGCC Committee”) or the Board, upon recommendation from the NGCC Committee,
waives this requirement. Mr. Fleischer has served on the Company’s Board since 2013 and most recently served as the chair of the
Compensation and Human Capital Committee and a member of the Finance Committee. Effective upon Mr. Fleisher’s retirement, Troy
Alstead was named the Chair of the Company’s Compensation and Human Capital Committee. Mr. Fleischer’s retirement is not
the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Following
Mr. Fleischer’s departure, the Board consists of twelve directors.
| 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: |
October 3, 2025 |
By: |
/s/
David Jedrzejek |
| |
|
Name: |
David Jedrzejek |
| |
|
Title: |
Senior Vice President and
General Counsel |
