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