UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(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 |
Name of each 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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Levi Strauss & Co. President
On November 8, 2022, Levi Strauss & Co. (the “Company”) announced the appointment of Michelle Gass as the Company’s President, effective on or about January 2, 2023. The Company anticipates that Ms. Gass will be elevated to the role of Chief Executive Officer of the Company on or before the date that is 18 months after her first date of employment. The Company’s board of directors (the “Board”) approved Ms. Gass’ appointment and her principal terms of employment on November 6, 2022. The Company anticipates that it will enter into an employment agreement (the “Employment Agreement”) with Ms. Gass prior to her first date of employment. The principal terms of her employment are summarized below.
Ms. Gass, 54, most recently served as the Chief Executive Officer of Kohl’s Corporation, a public company, beginning in May 2018. Prior to her role as Chief Executive Officer, she served as Kohl’s Chief Merchandising and Customer Officer from 2015 to 2018 and Chief Customer Officer from 2013 to 2015. Before joining Kohl’s, Ms. Gass held a variety of leadership roles at Starbucks Corporation across marketing, global strategy, and merchandising for more than 16 years, including President, Starbucks Europe, Middle East and Africa and Executive Vice President, Marketing and Category. Ms. Gass began her career at Procter and Gamble in product development and brand management.
Ms. Gass’ employment is expected to commence on or about January 2, 2023 (the “Effective Date”) and may be terminated at-will by either party, with or without notice. She will receive a base salary of $1,475,000 per year, participate in the Company’s Annual Incentive Plan with an initial target bonus of 175% of her base salary, and will be eligible to participate in the benefit and perquisite programs (including relocation policy) available to Company executives. She will be eligible to receive equity grants in 2023 as part of our annual executive equity grant cycle, which grants will have an aggregate value of $7,550,000 and consist of (a) restricted stock units (“RSUs”) subject to four-year ratable vesting with a value of $1,887,500, (b) stock appreciation rights (“SARs”) subject to four-year ratable vesting with a value of $1,887,500 and (c) performance-based RSUs subject to performance vesting terms that will be determined at the time of grant with a value of $3,775,000. She will also receive a one-time signing bonus of $8,100,000, a sign-on RSU grant with a value of $8,100,000, which vests in two equal installments at six months and 12 months following the Effective Date and a sign-on SAR grant with a value of $8,100,000, 50% of which vests one year following the Effective Date and the remainder of which vests in two 25% installments on the subsequent two anniversaries of Effective Date, subject to her continued employment through each vesting date (except as set forth below) and subject to an obligation to repay or return all or part of such sign-on payments and awards in certain circumstances including certain separations from service and certain changes in the value of prior awards upon which the value of the sign-on equity awards was based. All equity grants will be made under the Company’s 2019 Equity Incentive Plan (the “2019 Plan”).
Ms. Gass will be generally entitled to receive the benefits provided by the Company’s Senior Executive Severance Plan, including the right to receive payments in the event of a qualifying termination of employment following a change in control of the Company, as modified by the Employment Agreement. These benefits, as modified, are as follows. If Ms. Gass’ employment is terminated by the Company without cause, or by Ms. Gass with good reason, she will receive severance equal to 24 months of her then-current base salary (including if she resigns because she has not been promoted to Chief Executive Officer within 18 months of her first date of employment), up to 18 months of COBRA and life insurance continuation, a pro rata bonus, continued equity award vesting during the severance period of awards granted at least 12 months prior to the date of termination, a post-termination exercise period that commences at the end of the severance period and accelerated vesting of the sign-on equity awards. In the event her employment is terminated by the Company without cause, or by Ms. Gass with good reason within 18 months following a change in control of the Company, she will receive severance in a lump sum equal to three times the sum of her then-current base salary and annual target bonus, up to 18 months of COBRA and life insurance continuation, a pro rata bonus, accelerated vesting of performance awards at target and accelerated vesting of the sign-on equity awards.
Ms. Gass is expected to enter into an indemnification agreement with the Company (the “Indemnification Agreement”) in substantially the same form as the Company has entered into with other executive officers and directors. The Indemnification Agreement requires the Company to indemnify and advance expenses to her to the fullest extent permitted by law with respect to any action, suit, proceeding, inquiry or investigation in which she is involved as a party or otherwise because she is or was a director, officer, employee, agent or fiduciary of the Company.
The 2019 Plan, current forms of award documents, the Senior Executive Severance Plan and the form of Indemnification Agreement have previously been filed as exhibits to the Company’s filings with the Securities and Exchange Commission.
Appointment to Levi Strauss & Co. Board of Directors
Additionally, on November 6, 2022, the Board approved an increase in the size of the Board from 12 to 13 members and appointed Ms. Gass to the Board, effective as of the Effective Date. Ms. Gass will not be appointed to any committees of the Board or receive any compensation for her service on the Board. The Board believes Ms. Gass is suitable for Board membership because she has extensive industry and management experience in retail and consumer goods, international business and brand building, as well as extensive experience with public company governance and related matters.
The selection of Ms. Gass to serve as the Company’s President and director was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Ms. Gass and any director or executive officer of the Company. Ms. Gass has not been a party to any transaction with the Company or its subsidiaries of the type required to be disclosed pursuant to Item 404(a) of Regulation S-K, and no such transaction is currently contemplated.
| ITEM 7.01. | Regulation FD Disclosure. |
On November 8, 2022, the Company issued a press release announcing Ms. Gass’ appointment. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01 and the related exhibit are being furnished and 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 whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such a filing.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated November 8, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LEVI STRAUSS & CO. | ||||||
| DATE: November 8, 2022 | By: | /s/ SETH JAFFE | ||||
| Name: | Seth Jaffe | |||||
| Title: | Executive Vice President and General Counsel | |||||
Exhibit 99.1
LEVI STRAUSS & CO. APPOINTS MICHELLE GASS AS PRESIDENT
Proven Brand Leader Strengthens Executive Team and Advances CEO Succession Planning
SAN FRANCISCO (November 8, 2022)—Levi Strauss & Co. (NYSE: LEVI) today announced leadership changes in its executive team with the appointment of Michelle Gass to the new position of president, LS&Co., reporting to Chip Bergh, president & CEO. Gass will be responsible for leading the Levi’s® brand and the company’s global digital and commercial operations. With this announcement, the board of directors has put in motion a succession plan for Gass to succeed Bergh as CEO within the next 18 months. Gass will begin her role with the company on January 2 and is expected to join the LS&Co. Board of Directors on her start date.
“We are delighted that an executive with Michelle’s background, experience and stature is joining as president to work side-by-side with Chip for a meaningful transition period before becoming CEO,” said Bob Eckert, chairman of the LS&Co. Board of Directors. “Michelle’s deep retail and omni-channel experience combined with her track record of building brands and meaningful innovation is a perfect fit for the skills needed to lead this company for the long term and create significant value for our stakeholders.”
Gass brings exceptional direct-to-consumer experience to LS&Co., having led the transformation strategy at Kohl’s to position the company for long-term profitable growth. She has driven a significant reinvention effort for more than 1,100 Kohl’s stores, while growing the digital business at a double-digit compounded annual growth rate to more than $6 billion. She has also led a number of strategic innovations at Kohl’s, including the introduction of Amazon returns and spearheading the long-term strategic partnership with Sephora, which has expanded to 600 Sephora at Kohl’s shops. While at Starbucks, she held numerous leadership roles over nearly 17 years and was instrumental in leading many successful product innovations, including expanding the Frappuccino® blended beverage brand and launching the Starbucks loyalty program. Her last assignment at Starbucks was as President, Starbucks EMEA, leading their European, Middle East and Africa business.
“One of my biggest legacies at LS&Co. will be my successor, passing the baton to someone who will take the company to the next level. I am thrilled not just about Michelle being my successor, but also about having the chance to work closely together during the transition,” Bergh said. “I have known Michelle for a decade, and she has many of the qualities we value in our leaders: she is humble, approachable, transparent and driven by purpose and values. She has a track record of building brands and talent. Michelle also brings more than 25 years of retail and omni-channel experience, along with a demonstrated track record of innovation, driving transformational ‘big ideas’ not just on products but also business models. With this move, I am even more confident in this company’s future.”
Gass has an MBA from the University of Washington, Michael G. Foster School of Business, and a B.S. in chemical engineering from Worcester Polytechnic Institute. In addition to serving on the PepsiCo. Board of Directors, she is also on the Board of the Retail Industry Leaders Association and the National Retail Federation. She previously served on the Cigna and Ann Inc. Boards of Directors.
“I am thrilled to join Levi Strauss & Co., with its iconic brands, incredible team and unwavering commitment to corporate citizenship,” Gass said. “With the Levi’s® brand stronger than ever, Dockers® reinvigorated and the Beyond Yoga® acquisition expanding the company’s addressable market, I look forward to working alongside Chip and his talented team to realize the incredible potential for the business in the years to come.”
About Levi Strauss & Co.
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®, Signature by Levi Strauss & Co.™, Denizen®, Dockers® 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 3,100 retail stores and shop-in-shops. Levi Strauss & Co.’s reported 2021 net revenues were $5.8 billion. For more information, go to http://levistrauss.com, and for financial news and announcements go to http://investors.levistrauss.com.
# # #
Document and Entity Information |
Nov. 06, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | LEVI STRAUSS & CO |
| Amendment Flag | false |
| Entity Central Index Key | 0000094845 |
| Document Type | 8-K |
| Document Period End Date | Nov. 06, 2022 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-06631 |
| 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 |
| Security 12b Title | Class A Common Stock, $0.001 par value per share |
| Trading Symbol | LEVI |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
-8?20$3;8T.P6BP^0"X99K>]
M9!:G