UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 23, 2023
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LEVI STRAUSS & CO.
(Exact name of registrant as specified in its charter)
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| 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):
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | 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:
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| 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. ¨
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| ITEM 2.02. | Results of Operations and Financial Condition. |
On January 25, 2023, Levi Strauss & Co. (the "Company") issued a press release announcing its fourth quarter and fiscal year 2022 financial results. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 2.02 and the related exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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| ITEM 7.01 | Regulation FD Disclosure. |
On January 23, 2023, the Compensation and Human Capital Committee of the Board of Directors of the Company approved a special one-time retention award to Harmit Singh, the Company’s Chief Financial and Growth Officer. The special award consists of $2,500,000 in restricted stock units (“RSUs”) and $2,500,000 in performance-based restricted stock units (“PRSUs,” and collectively with the RSUs, the “Special Award”). The Special Award will be made under the Company’s 2019 Equity Incentive Plan and vests after three years, with the vesting of the PRSUs contingent on attaining certain performance metrics related to relative total shareholder return. The Special Award is not subject to accelerated vesting upon retirement.
This information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such a filing.
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| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. | | | | | |
| 99.1 | |
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| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
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.
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| | | LEVI STRAUSS & CO. |
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| DATE: | January 25, 2023 | By: | /s/ LISA W. STIRLING |
| | Name: | Lisa W. Stirling |
| | Title: | Vice President and Global Controller |
| | | (Principal Accounting Officer and Duly Authorized Officer) |
