Current Report · Items 5.02, 7.01, 9.01 · 8-K
Levi Strauss & Co.
LEVINYSEEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 11, 2025, upon recommendation of its Nominating, Governance and Corporate Citizenship Committee, the Board of Directors (the “Board”) of Levi Strauss & Co.…
Filed Dec 16, 2025Accepted Dec 16, 2025, 5:06 PM ESTCIK 94845Accession 0001999371-25-020440
Company context
Levi Strauss & Co. (LS&Co.) is one of the world’s largest brand-name apparel companies and a global leader in jeanswear. The company designs and markets jeans, casual wear and related accessories for men, women and children under the Levi’s®, Levi Strauss Signature™, and Beyond Yoga® brands. Its products are sold in approximately 120 countries worldwide through a combination of chain retailers, department stores, online sites, and a global footprint of approximately 3,300 retail stores and shop-in-shops. Levi Strauss & Co.’s reported 2025 net revenues were $6.3 billion. For more information, go to http://levistrauss.com, and for financial news and announcements go to http://investors.levistrauss.com.
Current securities
Disclosure sections
Items 5.02, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
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 December 11, 2025, upon recommendation of its Nominating, Governance
and Corporate Citizenship Committee, the Board of Directors (the “Board”) of Levi Strauss & Co. (the “Company”)
approved an increase to the size of the Board to 13 directors and elected Jeffrey J. Jones II to serve as a Class III member of the Board,
both effective January 21, 2026. The Board also appointed Mr. Jones to serve as a member of the Board’s Compensation and Human Capital
Committee and Nominating, Governance and Corporate Citizenship Committee, in each case effective January 21, 2026. As a Class III director,
Mr. Jones will serve as a member of the Board until the Company’s 2028 annual meeting of shareholders and until his successor
is elected and qualified, or until his earlier death, resignation, retirement or removal. The Board determined that Mr. Jones is an “independent”
director under the New York Stock Exchange rules.
In connection with Mr. Jones’s election as a non-employee director,
the Board granted him restricted stock unit awards (“RSUs”) representing the right to receive shares of Class A common stock
under the Company’s 2019 Equity Incentive Plan with a grant date fair value of $44,110, which is the prorated amount of the annual
equity award value granted to each non-employee director in accordance with the Company’s current non-employee director compensation
policy. The RSUs vest in full on the earlier of (i) the day before the next annual meeting or (ii) the one-year anniversary of the
date of grant. In addition, the RSU grant includes a deferral delivery feature, under which Mr. Jones will not receive the vested awards
until six months following the cessation of service on the Board. Mr. Jones will also be entitled to receive $94,382, which is the prorated
amount of the annual cash retainer fee granted to the Company’s non-employee directors for the 2026 calendar year.
Mr. Jones is not a party to any arrangement or understanding with any
person pursuant to which he was elected as a director, nor is he a party to any transaction requiring disclosure pursuant to Item 404(a)
of Regulation S-K.
Mr. Jones, 58, has served as President and CEO and director of H&R
Block, Inc., a global provider of tax preparation services, financial products and small business solutions, since 2017. Mr. Jones will
retire from his roles at H&R Block, Inc. effective December 31, 2025. Prior to H&R Block, Inc., Mr. Jones served as President,
Ride Sharing at Uber Technologies Inc. from September 2016 until March 2017 and Executive Vice President and Chief Marketing Officer at
Target Corporation from April 2012 to September 2016. Prior to his time at Target Corporation, Mr. Jones was Partner and President of
McKinney, an advertising agency, from March 2006 to March 2012. Mr. Jones currently serves on the board of directors of Advance Auto Parts,
where he chairs the Compensation Committee and is a member of the Nominating and Governance Committee. He will retire from the board of
directors and board committee positions of Advance Auto Parts effective December 31, 2025. Mr. Jones is a member of the Council for Inclusive
Capitalism, the Fast Company Impact Council and the Kansas City Economic Club. He holds a Bachelor of Arts degree in Communications from
the University of Dayton.
Item 7.01Item 7.01 - Regulation FD Disclosure
ITEM 7.01 Regulation FD Disclosure.
The Company issued the press release attached hereto as Exhibit 99.1
with respect to the matters set forth in Item 5.02 above. The information in Item 7.01 of this Current Report on Form 8-K is being furnished
and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing
made under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htmEX-99.1
2
ex99-1.htm
PRESS RELEASE DATED DECEMBER 16, 2025
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor Contact: Aida Orphan Media Contact: Mark Cazares
Levi Strauss & Co. Levi Strauss & Co.
(415) 501-6194 (415) 501-7777
Investor-relations@levi.com Newsmediarequests@levi.com
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Levi Strauss & Co. Appoints Jeffrey J. Jones
II to Board of Directors
SAN FRANCISCO (December 16, 2025) - Levi Strauss
& Co. (LS&Co.) (NYSE: LEVI) announced today that its board of directors has appointed Jeffrey J. Jones II to serve as
a member of the board, effective January 21, 2026, at which time he’ll serve as a member of the board’s Nominating, Governance
and Corporate Citizenship Committee as well as the Compensation and Human Capital Committee. Mr. Jones has served as President and CEO
and Director of H&R Block, Inc. (NYSE: HRB) since 2017 and brings more than 30 years of experience …
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