Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 22, 2026, the Board of Directors (the “Board”) of Kontoor Brands, Inc. (the “Company”) increased the size of the Board from six to seven directors and approved the appointment of Thomas E.…
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 22, 2026, the Board of Directors (the “Board”) of Kontoor Brands, Inc. (the “Company”) increased the size of the Board from six to seven directors and approved the appointment of Thomas E. Waldron as a director of the Company, effective immediately, to serve for a term expiring at the Company’s 2027 annual meeting of shareholders and until his successor is duly elected and qualified.
Mr. Waldron will receive compensation for services as a non-employee director of the Company consistent with the Company’s director compensation program, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission (“SEC”) on March 9, 2026. The Company and Mr. Waldron are expected to enter into the Company’s standard form of indemnification agreement filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2026.
There are no arrangements or understandings between Mr. Waldron and any other person pursuant to which Mr. Waldron was appointed to the Board, there are no family relationships between Mr. Waldron and any director or other officer of the Company, and there are no transactions in which the Company is a party and in which Mr. Waldron has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On July 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 September 18, 2026, to shareholders of record at the close of business on September 8, 2026. The press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.