Levi Strauss (LEVI) director Spencer Fleischer retires; Alstead named chair

Rhea-AI Filing Summary

Levi Strauss & Co. reported that longtime director Spencer Fleischer retired from its Board of Directors on October 2, 2025 after reaching the company’s mandatory retirement age. Company guidelines state that directors are deemed to have resigned automatically upon their 72nd birthday unless this requirement is formally waived.

Fleischer had served on the Board since 2013 and was most recently chair of the Compensation and Human Capital Committee and a member of the Finance Committee. Following his retirement, Troy Alstead was appointed chair of the Compensation and Human Capital Committee, and the Board now consists of twelve directors. The company stated that Fleischer’s retirement was not due to any disagreement regarding operations, policies, or practices.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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 →

false 0000094845 0000094845 2025-10-02 2025-10-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 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

FAQ

Why did Spencer Fleischer retire from Levi Strauss & Co. (LEVI)?

Spencer Fleischer retired from Levi Strauss & Co.’s Board on October 2, 2025 after reaching the company’s mandatory retirement age. Corporate governance guidelines require directors to resign at their 72nd birthday unless the Board, upon recommendation of the NGCC Committee, grants a waiver.

Did Spencer Fleischer’s retirement from LEVI involve any disagreement with the company?

The company stated that Spencer Fleischer’s retirement was not the result of any disagreement with Levi Strauss & Co. on matters relating to operations, policies, or practices. His departure reflects application of the company’s age-based retirement guideline for directors on the Board.

What roles did Spencer Fleischer hold on Levi Strauss & Co.’s Board?

Spencer Fleischer served on Levi Strauss & Co.’s Board since 2013. He most recently chaired the Compensation and Human Capital Committee and was a member of the Finance Committee, helping oversee executive pay, workforce matters, and financial oversight during his tenure as a Class I director.

Who became chair of the Compensation and Human Capital Committee at LEVI?

Effective upon Spencer Fleischer’s retirement on October 2, 2025, Troy Alstead was named chair of Levi Strauss & Co.’s Compensation and Human Capital Committee. This committee oversees executive compensation and broader human capital issues for the company’s Board of Directors going forward.

What do Levi Strauss & Co.’s corporate governance guidelines say about director age?

Levi Strauss & Co.’s corporate governance guidelines provide that a director is deemed to have resigned automatically upon the director’s 72nd birthday. This requirement can be waived only if the NGCC Committee or the full Board, based on the committee’s recommendation, decides to do so.

How many directors remain on Levi Strauss & Co.’s Board after Fleischer’s retirement?

Following Spencer Fleischer’s retirement from Levi Strauss & Co.’s Board on October 2, 2025, the Board consists of twelve directors. This reflects the updated Board composition after applying the company’s mandatory retirement-age guideline for directors who reach their 72nd birthday.