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LEVI STRAUSS & CO : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders (form 8-K)

04/26/2021 | 04:46pm EDT

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


On April 26, 2021, Levi Strauss & Co. (the "Company") announced that Gavin Brockett will resign from his position as the Company's Senior Vice President and Global Controller and the Company's principal accounting officer, effective June 1, 2021. Mr. Brockett will receive the severance benefits set forth in the Company's previously disclosed Senior Executive Severance Plan, filed as Exhibit 10.19 to the Company's Form 10-K for the fiscal year ended November 29, 2020.

Lisa Stirling, age 44, will become the Global Controller of the Company and will serve as the Company's principal accounting officer, effective June 1, 2021. Ms. Stirling joined the Company and the Controllership team in April 2015 as the Levi Strauss Americas Controller and most recently served as the Company's Vice President and Assistant Global Controller.

In connection with Ms. Stirling's new role, she will receive a base salary of $372,500 a year, the target participation rate in the Company's Annual Incentive Program will be 50% of her base salary, and the target amount of her fiscal 2021 long-term incentive award under the Company's 2019 Equity Incentive Plan will be $300,000. The other components of Ms. Stirling's compensation arrangement with the Company remain substantially unchanged.

The selection of Ms. Stirling to serve as the principal accounting officer was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Ms. Stirling and any director or executive officer of the Company. Ms. Stirling 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 5.07 Submission of Matters to a Vote of Security Holders.

On April 21, 2021, the Company held its 2021 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders voted on three proposals, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A, as filed with the U.S. Securities and Exchange Commission on March 9, 2021 (the "Proxy Statement"). The following is a brief description of each matter voted upon and the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.

Proposal 1. Shareholders elected each of the four nominees for Class II director to serve until the Company's 2024 Annual Meeting of Shareholders and until his or her respective successor has been duly elected and qualified. The voting results were as follows:

      Name            Votes For     Votes Withheld   Broker Non-Votes
David A. Friedman   2,614,850,500    320,738,709        9,554,142
   Yael Garten      2,913,083,308     22,505,901        9,554,142
   Jenny Ming       2,887,164,309     48,424,900        9,554,142
 Joshua E. Prime    2,726,786,204    208,803,005        9,554,142

Proposal 2. Shareholders approved, on an advisory basis, the compensation of the Company's named executive officers as set forth in the Proxy Statement. The voting results were as follows:

  Votes For     Votes Against   Abstentions   Broker Non-Votes
2,917,200,916      775,696      17,612,597       9,554,142


Proposal 3. Shareholders ratified the selection by the Audit Committee of the Board of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending November 28, 2021. The voting results were as follows:

  Votes For     Votes Against   Abstentions
2,944,856,721      155,858        130,772


© Edgar Online, source Glimpses

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