Form 8-K - Current report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): February 28, 2024

KONTOOR BRANDS, INC.

(Exact name of registrant as specified in charter)

North Carolina

001-38854

83-2680248

(State or other jurisdiction
of incorporation)

(Commission file number)

(I.R.S. employer
identification number)

400 N. Elm Street

Greensboro, North Carolina 27401

(Address of principal executive offices)

(336) 332-3400

(Registrant’s telephone number, including area code)

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:

☐ 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

Common Stock, no par value

KTB

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. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2024, Kontoor Brands, Inc. (the “Company”) increased the size of the Board of Directors (the "Board") from seven members to eight members and elected Maryelizabeth R. Campbell as a director of the Company to serve for a term expiring at the Company's 2024 annual meeting of shareholders and until her successor is duly elected and qualified.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press release issued by Kontoor Brands, Inc., dated February 28, 2024.

104

Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are 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.

KONTOOR BRANDS, INC.

Date: February 28, 2024

By:

/s/ Thomas L. Doerr, Jr.

Name:

Thomas L. Doerr, Jr.

Title:

Executive Vice President, General Counsel & Secretary

Exhibit 99.1

Kontoor Brands Board of Directors Elects Mary Campbell as New Director

GREENSBORO, N.C. – February 28, 2024 Kontoor Brands, Inc. (NYSE: KTB) (the “Company” or “Kontoor”), a global lifestyle apparel company, with a portfolio led by two of the world’s most iconic consumer brands, Wrangler® and Lee®, today announced that Mary Campbell has been elected to the Company’s board of directors effective immediately. Additionally, the Company announced an increase in the size of the Board from seven to eight directors.

Ms. Campbell is a senior executive with extensive knowledge in consumer driven product innovation, marketing and brand building, and traditional and new media platforms, as well as leading teams for long term growth and evolution.

“We’re excited to welcome Mary to Kontoor’s Board of Directors,” said Scott Baxter, President, Chief Executive Officer & Chair of the Board, Kontoor Brands. “Mary’s extensive experience in Direct to Consumer and eCommerce will be a strong addition to our Board, particularly as Kontoor continues to accelerate its investment in our digital channels to drive brand growth and attract new, younger consumers to Wrangler and Lee. In addition, her expertise in consumer driven product innovation, marketing and brand building, and traditional and new media platforms, as well as leading teams for long term growth and evolution will be a tremendous asset to Kontoor.”

Ms. Campbell, 56, most recently served as President, vCommerce Ventures, Qurate Retail Group, where she applied her deep expertise of the business to stand up the vCommerce Ventures, a business unit focused on high growth and next generation streaming initiatives helping to define the future of video commerce. Prior to that, she served in diverse leadership roles across merchandising, eCommerce, and broadcast during her more than 30-plus year tenure at Qurate Retail, Inc.

Ms. Campbell holds a bachelor’s degree in psychology from Central Connecticut State University.

About Kontoor Brands

Kontoor Brands, Inc. (NYSE: KTB) is a global lifestyle apparel company, with a portfolio led by two of the world’s most iconic consumer brands: Wrangler® and Lee®. Kontoor designs, manufactures, distributes, and licenses superior high-quality products that look good and fit right, giving people around the world the freedom and confidence to express themselves. Kontoor Brands is a purpose-led organization focused on leveraging its global platform, strategic sourcing model and best-in-class supply chain to drive brand growth and deliver long-term value for its stakeholders. For more information about Kontoor Brands, please visit www.KontoorBrands.com.

Contacts

Investors:

Michael Karapetian, (336) 332-4263

Vice President, Corporate Development, Strategy, and Investor Relations

Michael.Karapetian@kontoorbrands.com

Media:

Julia Burge, (336) 332-5122

Director, External Communications

Julia.Burge@kontoorbrands.com

# # #

Document and Entity Information Document	Feb. 28, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 28, 2024
Entity Registrant Name	KONTOOR BRANDS, INC.
Entity Central Index Key	0001760965
Amendment Flag	false
Entity Incorporation, State or Country Code	NC
Entity File Number	001-38854
Entity Tax Identification Number	83-2680248
Entity Address, Address Line One	400 N. Elm Street
Entity Address, City or Town	Greensboro
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27401
City Area Code	(336)
Local Phone Number	332-3400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	KTB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false