UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:

o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

KONTOOR BRANDS, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):


x	No fee required.
o	Fee paid previously with preliminary materials.
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Dear Shareholders

On behalf of the Board of Directors and the leadership team, I am pleased to invite you to attend the Kontoor Brands, Inc. 2023 Annual Meeting of Shareholders (the “Annual Meeting”) on Thursday, April 20, 2023, at 11:00 a.m., Eastern Time, to be held live via the Internet at www.virtualshareholdermeeting.com/KTB2023. The format of the Annual Meeting will be a virtual-only meeting.

Attached to this letter are a Notice of Annual Meeting of Shareholders and a Proxy Statement, which describe the business to be conducted at the Annual Meeting.

In accordance with the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their shareholders over the Internet, we have sent shareholders of record at the close of business on February 16, 2023 a Notice of Internet Availability of Proxy Materials (“Notice”) beginning on or about March 9, 2023. The Notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you would like to receive a printed copy of these proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the Notice, as well as in the attached Proxy Statement.

We have designed the format of the Annual Meeting to ensure that shareholders are afforded similar rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure shareholder access and participation. To attend the Annual Meeting, shareholders must register in advance, using their control number and other information, at www.proxyvote.com prior to the deadline of Monday, April 17, 2023, at 5:00 p.m., Eastern Time. Upon completing registration, shareholders will receive further instructions by e-mail, including links that will allow them to access the Annual Meeting, submit questions, and vote online during the Annual Meeting.

Beginning thirty minutes prior to, and during, the Annual Meeting, support will be available to assist shareholders with any technical difficulties they may have accessing, hearing or participating in the virtual meeting. If participants encounter any difficulty accessing, or during, the virtual meeting, they should call the support team at the numbers listed on the virtual meeting registration page.

Your vote is important to us. To ensure that you will be represented, we ask you to vote your shares on the Internet, by telephone or by mail as soon as possible, or you may vote during the live webcast of the Annual Meeting. Voting on the Internet, by telephone or by mail does not deprive you of your right to attend the Annual Meeting. If you do attend the Annual Meeting and wish to vote your shares at the meeting, you may revoke your proxy at or prior to the Annual Meeting.

I thank you for your continued support of our company.

Sincerely,

Scott H. Baxter

President, Chief Executive Officer and Chair of the Board of Directors

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	To Our Shareholders of Kontoor Brands, Inc.
Notice of Annual Meeting of Shareholders Date: Thursday, April 20, 2023 Time: 11:00 a.m., ET Place: Virtually via the Internet at www.virtualshareholdermeeting. com/KTB2023	The 2023 Annual Meeting of Shareholders of Kontoor Brands, Inc. will be held live virtually via the Internet at www.virtualshareholdermeeting.com/KTB2023, on Thursday, April 20, 2023, at 11:00 a.m., Eastern Time, for the following purposes:
		to elect seven directors to serve until the annual meeting of shareholders to be held in 2024;
		to ratify the appointment of PricewaterhouseCoopers LLP as Kontoor’s independent registered public accounting firm for the fiscal year ending December 30, 2023;
		to approve the compensation of Kontoor’s named executive officers as disclosed in this Proxy Statement; and
YOUR VOTE IS IMPORTANT You are urged to vote your shares in advance via the Internet, through our toll-free telephone number, or by signing, dating and promptly returning your completed proxy card.		to transact such other business as may properly come before the meeting and any adjournments or postponements thereof.
	A copy of Kontoor’s Annual Report for the fiscal year ended December 31, 2022 is included for your information. Only shareholders of record as of the close of business on February 16, 2023 are entitled to notice of, and to vote at, the Annual Meeting. To attend the Annual Meeting, shareholders must register in advance, using their control number and other information, at www.proxyvote.com prior to the deadline of Monday, April 17, 2023, at 5:00 p.m., Eastern Time. Upon completing registration, shareholders will receive further instructions by e-mail, including links that will allow them to access the Annual Meeting, submit questions, and vote online during the Annual Meeting. Shareholders will not be able to attend the Annual Meeting in person. A list of shareholders entitled to vote at the Annual Meeting will be available for inspection during the Annual Meeting at www.virtualshareholdermeeting.com/KTB2023, upon registration and log-in. Sincerely, Thomas L. Doerr, Jr. Executive Vice President, General Counsel and Corporate Secretary

Table of Contents

Proxy Statement Summary	1
General Information	1
Spin-Off	1
Voting Roadmap	2
Voting and Meeting Matters	3
Who May Vote	3
How to Obtain Meeting Materials	3
What Constitutes a Quorum	3
Proposals to be Voted On	3
Votes Required	4
How Votes are Counted	4
Board Recommendations	5
How to Vote	5
How to Change Your Vote or Revoke Your Proxy	6
How Can I Attend and Participate in the Annual Meeting	7
Proposal No. 1—Election of Directors	8
Composition of the Continuing Board	9
Continuing Director Skills and Qualifications Matrix	9
Director Nominees	11
Executive Officers	16
Corporate Governance	17
Corporate Governance Highlights	17
Corporate Governance Principles	18
Director Orientation and Continuing Education	18
Related Person Transactions Policy	18
Corporate Governance Documents	19
Code of Conduct	19
Board Leadership Structure	19
Director Independence	20
Annual Board Evaluation Process	21
Board Meetings and Attendance	21
Executive Sessions	21
Board Committees	21
Talent and Compensation Committee Interlocks and Insider Participation	24
Board Oversight of Risk	24
Communications with Directors	25
Commitment to Environmental, Social and Governance	26
Shareholder Engagement	27
Director Compensation	29
2022 Director Compensation Table	30

Table of Contents

Executive Compensation	31
Compensation Discussion and Analysis	31
Executive Summary	31
Summary of Compensation Philosophy	33
Compensation Program Elements	34
Governance of Our Compensation Programs	36
Results of 2022 Shareholder Advisory Vote	36
Compensation Decision Making Process – Roles and Responsibilities	37
Committee Process for Determining Compensation	38
Components of Total Direct Compensation	39
Retirement and Other Benefits	48
Other Policies and Considerations	49
Tax and Accounting Implications	49
Executive Stock Ownership Guidelines	50
Talent and Compensation Committee Report	50
Summary Compensation Table for Fiscal 2022	51
2022 Grants of Plan-Based Awards	53
Outstanding Equity Awards at Fiscal Year-End 2022	54
Stock Options	56
2022 Option Exercises and Stock Vested	56
2022 Nonqualified Deferred Compensation	57
Potential Payments Upon Change in Control, Retirement or Termination of Employment	58
Pay versus Performance Table	62
2022 CEO Pay Ratio	64
2022 Equity Compensation Plan Information Table	65
Security Ownership of Certain Beneficial Owners and Management	66
Common Stock Beneficial Ownership of Certain Beneficial Owners	66
Common Stock Beneficial Ownership of Management	67
Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm	68
Report of the Audit Committee	69
Proposal No. 3—Approval of Named Executive Officer Compensation on a Non-Binding Advisory Basis (“Say-on-Pay Vote”)	70
Additional Information	72
Solicitation of Proxies	72
Shareholder Proposals and Nominations for the 2024 Annual Meeting of Shareholders	72
Householding	72
Delinquent Section 16(a) Reports	73
Other Matters	74
Appendix A	A-1

Table of Contents

Proxy Statement Summary

Important Notice Regarding the Availability of Proxy

Materials for the Shareholder Meeting to be held on April 20, 2023. This Proxy Statement and our Annual Report are available at www.proxyvote.com.

This summary highlights certain information about Kontoor Brands, Inc. (the “Company,” “Kontoor,” “we,” “us” or “our”) contained in this proxy statement (“Proxy Statement”) but does not contain all the information that you should consider when casting your vote. Please review this entire Proxy Statement as well as our Annual Report for the fiscal year ended December 31, 2022 (“Annual Report”) carefully before voting.

General Information

The Board of Directors of the Company (the “Board”) is furnishing you this Proxy Statement to solicit proxies, on its behalf, to be voted at the Company’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, April 20, 2023, at 11:00 a.m., Eastern Time, via the Internet at www.virtualshareholdermeeting.com/KTB2023, and at any adjournments or postponements thereof. The format of the Annual Meeting will be a virtual-only meeting. Shareholders will not be able to attend the Annual Meeting in person. We have designed the format of the Annual Meeting to ensure that shareholders are afforded similar rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure shareholder access and participation.

The Board has made this Proxy Statement and our Annual Report available to you over the Internet at www.proxyvote.com or, upon your request, has mailed you a printed version of these proxy materials in connection with the Annual Meeting. We mailed the Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders, and this Proxy Statement and our Annual Report were posted to the above-referenced website, beginning on or about March 9, 2023.

Spin-Off

On May 22, 2019, V.F. Corporation (“VF”) completed the spin-off of its Jeanswear business, which included the Wrangler^®, Lee^® and Rock & Republic^® brands, as well as the VF Outlet business. The spin-off transaction (the “Spin-Off”) was effected through a pro-rata distribution to VF shareholders of one share of Kontoor common stock for every seven shares of VF common stock held on the record date of May 10, 2019. Kontoor began to trade as a standalone public company on the New York Stock Exchange (the “NYSE”) under the ticker symbol “KTB” on May 23, 2019.


Kontoor Brands, Inc.	1	2023 Proxy Statement

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Voting Roadmap

Proposal	Board Recommendation	Page Reference
Proposal No. 1: Election of seven directors for a term ending at the 2024 annual meeting of shareholders.	The Board recommends a vote “FOR” each of the director nominees.	See “Proposal No. 1 – Election of Directors” beginning on page 8 of this Proxy Statement.
Proposal No. 2: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 30, 2023.	The Board recommends a vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 30, 2023.	See “Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm” beginning on page 68 of this Proxy Statement.
Proposal No. 3: Approval of the compensation of our named executive officers on a non-binding advisory basis (“Say-on-Pay vote”).	The Board recommends a vote “FOR” the approval of the compensation of our named executive officers on a non-binding advisory basis.	See “Proposal No. 3 – Approval of Named Executive Officer Compensation on a Non-Binding Advisory Basis (“Say-on-Pay Vote”)” beginning on page 70 of this Proxy Statement.


Kontoor Brands, Inc.	2	2023 Proxy Statement

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		Voting and Meeting Matters

Who May Vote		If, at the close of business on February 16, 2023 (the “Record Date”), you held shares of Kontoor common stock (a) directly in your name as a shareholder of record or (b) through a broker, bank or other nominee (shares held in “street name”), you have one vote for each such share of Kontoor common stock and may vote your shares by proxy via the Internet, by telephone or by mail, or you may vote your shares during the live webcast of the Annual Meeting. For shares held in street name, you generally cannot vote your shares directly and instead may vote by submitting voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions. As of the close of business on the Record Date, 55,520,004 shares were outstanding and entitled to vote.

How to Obtain Meeting Materials		All Proxy Materials for the Annual Meeting, including this Proxy Statement and our Annual Report, are available to you over the Internet at www.proxyvote.com. All shareholders have been separately provided with the Notice and, as indicated in the Notice, if you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Shareholders will not receive printed copies of the proxy materials unless they request them. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions in the Notice for requesting such materials. Please make your request as instructed in that Notice prior to April 6, 2023 to facilitate timely delivery.

What Constitutes a Quorum		The presence, on the live webcast of the Annual Meeting or by proxy, of the holders of a majority of the outstanding shares entitled to cast a vote on a particular matter to be acted upon at the Annual Meeting constitutes a quorum for the purposes of consideration and action on the matter. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes” also are counted as present and entitled to vote for purposes of determining a quorum. However, as described below under “How Votes are Counted,” if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote (a “broker non-vote”).

Proposals to be Voted on		We are asking you to vote on the following: ● Proposal No. 1: Election of seven directors for a term ending at the 2024 annual meeting of shareholders; ● Proposal No. 2: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 30, 2023; and ● Proposal No. 3: Approval of the compensation of our named executive officers on a non-binding advisory basis (“Say-on-Pay vote”).


Kontoor Brands, Inc.	3	2023 Proxy Statement

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Votes Required		For Proposal No. 1, you may vote “FOR” or “AGAINST” each of the seven director nominees or abstain from voting. Proposal No. 1 requires that each director is elected by the vote of the majority of the votes cast with respect to the director at a meeting at which a quorum is present. This means that the number of shares voted “FOR” a director nominee must exceed the number of shares voted “AGAINST” such director nominee. Please refer to Proposal No. 1 for information regarding our policy on majority voting in uncontested elections of directors. Abstentions and broker non-votes will have no effect on the election of directors.

		For Proposal No. 2, you may vote “FOR” or “AGAINST” or abstain from voting. Proposal No. 2 requires the affirmative vote of the holders of a majority of the shares cast at a meeting at which a quorum is present. Abstentions will not be considered as votes cast and, as a result, will not have any effect on the proposal. Because the ratification of the appointment of the independent registered public accounting firm is considered a routine matter, there will be no broker non-votes with respect to Proposal No. 2, and a broker will be permitted to exercise its discretion to vote uninstructed shares on Proposal No. 2 in accordance with the applicable NYSE rules. For Proposal No. 3, you may vote “FOR” or “AGAINST” or abstain from voting. Proposal No. 3 requires the affirmative vote of the holders of a majority of the shares cast at a meeting at which a quorum is present. Proposal No. 3 is advisory in nature and non-binding, and the Board will review the voting results and expects to take them into consideration when making future decisions regarding executive compensation. Abstentions and broker non-votes will not be considered as votes cast and, as a result, will not have any effect on Proposal No. 3.

How Votes are Counted		For shareholders of record, all shares represented by the proxies will be voted at the Annual Meeting in accordance with instructions given by the shareholders. Where a shareholder returns its signed proxy and no instructions are given with respect to a given matter, the shares will be voted: (1) “FOR” the election of each of the Board’s director nominees; (2) “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 30, 2023; (3) “FOR” the approval of the compensation of our named executive officers; and (4) as recommended by the Board or, if no recommendation is given, in the discretion of the proxy holders upon such other business as may properly come before the Annual Meeting. If you are a shareholder of record and you do not return your proxy, no votes will be cast on your behalf on any of the items of business at the Annual Meeting. For beneficial owners of shares held in street name, the brokers, banks or other nominees holding shares for beneficial owners will vote those shares as you instruct. Absent instructions from you, brokers, banks and other nominees may vote your shares only as they decide as to matters for which they have discretionary authority under the applicable NYSE rules. A broker, bank or other nominee does not have discretion to vote on the election of directors or approval of the compensation of our named executive officers. If you do not instruct your broker, bank or other nominee how to vote on those matters, no votes will be cast on your behalf on Proposal No. 1 or Proposal No. 3. Your broker will be entitled to vote your shares in its discretion, absent instructions from you, on Proposal No. 2.


Kontoor Brands, Inc.	4	2023 Proxy Statement

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Board Recommendations

Our Board recommends that you vote your shares:

● “FOR” each of the director nominees set forth in this Proxy Statement;

● “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 30, 2023; and

● “FOR” the approval of the compensation of our named executive officers.

How to Vote

If you are a shareholder of record, please refer to your proxy card to see when your vote must be received by. If you hold shares in street name, please refer to the information forwarded by your bank, broker or other nominee to see when your voting instructions must be received by.

If you are a Shareholder of Record you may Vote by Granting a Proxy. To Vote by Proxy:

By Internet

Go to the website www.proxyvote.com and follow the instructions on how to complete an electronic proxy card, 24 hours a day, seven days a week. You will need the 16-digit number included on your Notice or proxy card to vote by Internet.

By Telephone

From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week. You will need the 16-digit number included on your Notice or proxy card in order to vote by telephone.

By Mail

Request a proxy card from us by following the instructions on your Notice. When you receive the proxy card, mark your selections on the proxy card. Date and sign your name exactly as it appears on your proxy card. Mail the proxy card in the enclosed postage-paid envelope provided to you, or return it to:

VOTE PROCESSING,
c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

If you receive more than one Notice, it generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each Notice you receive.

SEC Form DEF 14A filed by Kontoor Brands Inc.