Levi Strauss & Co. 8K Submission of Matters to a Vote of Security Holders

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): April 24, 2024

_________________

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 5.07.			Submission of Matters to a Vote of Security Holders

On April 24, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on four 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 14, 2024 (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 directors to serve until the Company’s 2027 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	2,691,306,111	58,994,305	13,735,376
Yael Garten	2,721,423,694	28,876,722	13,735,376
Jenny Ming	2,681,359,187	68,941,229	13,735,376
Joshua E. Prime	2,738,059,062	12,241,354	13,735,376

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
2,515,270,276	24,578,666	210,451,474	13,735,376

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 December 1, 2024. The voting results were as follows:


Votes For	Votes Against	Abstentions
2,756,229,972	7,674,727	131,093

Proposal 4. Shareholders voted against the shareholder proposal requesting a corporate financial sustainability report. The voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
16,414,614	2,721,204,022	12,681,780	13,735,376

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:	April 25, 2024	By:	/s/ DAVID JEDRZEJEK
		Name:	David Jedrzejek
		Title:	Senior Vice President and General Counsel

Levi Strauss & Co. (LEVI) 8-KSubmission of Matters to a Vote of Security Holders