Business Context and Reporting Period
This Form 8-K Current Report is filed by Levi Strauss & Co. on December 11, 2025. The filing primarily addresses corporate governance changes, specifically the election of a new director and the expansion of the Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel and governance matters.
Material Changes
- Board Expansion: The Board of Directors approved an increase in size from 12 to 13 directors.
- New Director Election: Jeffrey J. Jones II was elected as a Class III director, effective January 21, 2026. His term will last until the 2028 annual meeting of shareholders.
- Committee Appointments: Mr. Jones was appointed to the Compensation and Human Capital Committee and the Nominating, Governance and Corporate Citizenship Committee.
- Independence: The Board determined Mr. Jones qualifies as an "independent" director under NYSE rules.
Compensation and Background
In connection with his election, Mr. Jones received the following compensatory arrangements:
- Equity: Restricted Stock Units (RSUs) with a grant date fair value of $44,110. These vest on the earlier of the day before the next annual meeting or the one-year anniversary of the grant. Delivery is deferred until six months after cessation of service.
- Cash Retainer: A prorated annual cash retainer fee of $94,382 for the 2026 calendar year.
Background: Mr. Jones (58) is the outgoing President and CEO of H&R Block, Inc., retiring from that role on December 31, 2025. He previously served as President of Ride Sharing at Uber, Executive Vice President and CMO at Target, and President of McKinney. He currently serves on the board of Advance Auto Parts but will retire from that board on December 31, 2025.
Investor Verification Checklist
- Verify the effective date of Mr. Jones' board service (January 21, 2026) against the company's annual meeting schedule.
- Confirm the total number of directors on the Board is now 13.
- Review the vesting schedule and deferral terms of the $44,110 RSU grant.
- Check for any potential conflicts of interest given Mr. Jones' concurrent board service at Advance Auto Parts until December 31, 2025.