8-K

 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): December 7, 2023

_________________

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 December 7, 2023, Levi Strauss & Co. (the “Company”) announced that Charles (“Chip”) Bergh has decided to retire from the Company as of April 26, 2024 (the “retirement date”). In anticipation of Mr. Bergh’s retirement, the Company’s Board of Directors (the “Board”) has elected Michelle Gass, currently the Company’s President, to succeed Mr. Bergh as President and Chief Executive Officer (“CEO”) effective January 29, 2024 (the “effective date”) consistent with the CEO succession plan announced on November 8, 2022. The Board has elected Mr. Bergh as Executive Vice Chair of the Board until the retirement date, and thereafter Mr. Bergh will transition to the role of Senior Advisor until the end of the Company’s 2024 fiscal year (the “transition date”). The Board accepted Mr. Bergh’s retirement and elected Ms. Gass as President and CEO, as of the effective date, on December 6, 2023.

To facilitate the transition and enable continuity, the Company and Mr. Bergh have agreed to an arrangement which will allow the Company to leverage Mr. Bergh’s expertise through the transition date. Pursuant to the arrangement, during his service as Executive Vice Chair of the Board until the retirement date, Mr. Bergh will receive his current base salary and target annual incentive compensation opportunity, with any paid bonus taking into account, on a pro-rated basis, Mr. Bergh’s period of service as CEO and President and his service as Executive Vice Chair of the Board in 2024. In addition, he will be provided with health, welfare and fringe benefits consistent with those provided to the Company’s other senior executives generally and certain perquisites consistent with those historically provided to him while serving as CEO and President.

In the Senior Advisor role until the transition date, Mr. Bergh will report to the Board and the CEO, provide advice on strategic and operational matters, and meet with key stakeholders at the Company’s request. Mr. Bergh will receive a one-time consulting fee of $1,000,000, payable upon his appointment as Senior Advisor. In addition, Mr. Bergh will receive administrative support in the amount of $200,000 annually for four years commencing with his role as Senior Advisor. While serving as Senior Advisor, he will not be entitled to a target annual incentive compensation opportunity or a long-term incentive award. All of Mr. Bergh’s then-outstanding long-term equity incentive awards as of the transition date will vest in accordance with the “retirement” treatment provided therein.

In connection with her promotion to CEO and President and beginning on the effective date, Ms. Gass will continue to receive her current base salary and target annual incentive compensation opportunity. The size and terms of any future salary, bonus, annual incentive compensation and long-term incentive awards will be determined by the Board in the ordinary course along with other executive officers, will reflect Company performance and Ms. Gass’ performance and future career potential and will be determined in a manner consistent with prior long-term incentive awards.

A description of Ms. Gass’ age and business experience is available in the Company’s annual proxy statement filed with the Securities and Exchange Commission on March 7, 2023, and is incorporated by reference herein. There are no arrangements or understandings between Ms. Gass and any other persons pursuant to which she was appointed to the Board or as the Company’s CEO. There is no family relationship between Ms. Gass and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into any transactions with Ms. Gass that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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 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.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release dated December 7, 2023, entitled “Levi Strauss & Co. Announces Executive Leadership Changes.”
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:	December 7, 2023	By:	/s/ NANCI PRADO
		Name:	Nanci Prado
		Title:	Deputy General Counsel

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Contact:	Aida Orphan	Media Contact:	Elizabeth Owen
	Levi Strauss & Co.		Levi Strauss & Co.
	(415) 501-6194		(415) 501-7777
	Investor-Relations@levi.com		NewsMediaRequests@levi.com

LEVI STRAUSS & CO. ANNOUNCES EXECUTIVE LEADERSHIP CHANGES

President & CEO Chip Bergh to Retire April 26, 2024

Michelle Gass to Become President & CEO Effective January 29, 2024

SAN FRANCISCO (December 7, 2023) — Levi Strauss & Co. (LS&Co.) today announced that Chip Bergh has decided to retire from the company as of April 26, 2024. In anticipation of Bergh’s retirement, the company’s board of directors has elected Michelle Gass, currently the company’s president, to succeed Bergh as president and chief executive officer effective January 29, 2024, completing the transition plan announced on November 8, 2022. In addition, the board has elected Bergh as executive vice chair of the board until his retirement date. Thereafter, Bergh will transition to the role of senior advisor until the end of the company’s 2024 fiscal year.

“We would like to thank Chip for his inspirational leadership and unwavering commitment to the company over the last 12-plus years,” said Bob Eckert, chairman of the LS&Co. Board of Directors. “Chip has transformed this company and will leave it far better than when he arrived. I know we will continue to benefit from Chip’s strategic perspective as he continues to serve on the company’s board.”

Over the course of his tenure, Bergh evolved the company into one of the world’s best apparel companies and advanced the Levi’s® business from a predominantly men’s U.S. wholesale bottoms business to a global, DTC-driven one, in addition to reinvigorating the women's business. Bergh also revitalized the Levi’s® brand, repositioning it at the center of culture through strategic initiatives like claiming the naming rights for Levi’s® Stadium and deepening the brand’s connection to the music industry. Bergh was also recognized in 2019 as one of the World’s 50 Greatest Leaders by Fortune magazine. Notably, LS&Co. returned to the public markets with a successful IPO in March 2019 and expanded the company’s brand portfolio with the acquisition of Beyond Yoga in 2021.

“It has been an incredible privilege to lead this great company as CEO for the last 12 years. I want to especially thank my team, the board of directors and the family shareholders for all their support through the years,” Bergh said. “The Levi’s® brand is the strongest it has ever been, and as we pivot to become more of an omni-channel, direct-to-consumer retailer, it is time for new leadership. While I’ve known Michelle for more than a decade, my time working closely with her this past year has given me great confidence that her experience, track record of innovation and impact, and passion for the business will position the company for sustainable, profitable growth and significant shareholder and stakeholder value creation.”

Eckert added, “We are thrilled to have Michelle become LS&Co.’s next CEO. This was a well-executed transition that required great humility and teamwork between Chip and Michelle, and it couldn’t have gone better. Over the last year, we have seen the significant impact Michelle has had on sharpening the Levi’s® brand vision as a ‘denim lifestyle’ leader while also positioning it to respond to fast-changing consumer needs and expectations across global markets. We’re confident that Michelle’s extensive retail and omni-channel experience will position LS&Co. to thrive in its next phase of growth.”

Since starting as president of LS&Co. in January 2023, Gass has been responsible for leading the Levi’s® brand, including its product, merchandising and marketing functions, as well as the company’s digital and global commercial operations, while working closely with Bergh. As a former Fortune 500 CEO, Gass has been focused on accelerating international growth, positioning the Levi’s® brand as a head-to-toe denim lifestyle apparel business and transitioning LS&Co.’s operating model to a DTC-first organization.

“I am honored to be stepping in to lead this iconic brand and company, one that I have deeply admired and respected for many years. Levi’s® is more than a denim icon; it’s part of our cultural fabric and an enduring symbol of quality, innovation and progress,” Gass said. “In the past year, Chip and I have traveled the globe, and I’ve had the privilege of meeting many members of the LS&Co. team. Those interactions have only underscored my confidence in the incredible potential of our business, the strength of our brands and the power of the company’s values-driven, profits-through-principles approach. I am incredibly excited to lead our amazing team and to realize our ambition of becoming a world-class direct-to-consumer retailer. As we build on our 170-year legacy, I’m more confident than ever that we have the right team and strategies in place to unleash the next era of sustainable, profitable growth for LS&Co.”

About Levi Strauss & Co.

Levi Strauss & 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®, Dockers®, Signature by Levi Strauss & Co.™, Denizen® and Beyond Yoga® brands. Its products are sold in more than 110 countries worldwide through a combination of chain retailers, department stores, online sites and a global footprint of approximately 3,200 brand-dedicated stores and shop-in-shops. Levi Strauss & Co.'s reported 2022 net revenues were $6.2 billion. For more information, go to http://levistrauss.com, and for financial news and announcements go to http://investors.levistrauss.com.

XML

Cover	Dec. 07, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 07, 2023
Entity Registrant Name	LEVI STRAUSS & CO.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-0905160
Entity Address, Address Line One	1155 Battery Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94111
City Area Code	415
Local Phone Number	501-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.001 par value per share
Entity Emerging Growth Company	false
Trading Symbol	LEVI
Amendment Flag	false
Security Exchange Name	NYSE
Entity Central Index Key	0000094845
Entity File Number	001-06631