ktb-20240307

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 ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ 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):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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. 2024 Annual Meeting of Shareholders (the “Annual Meeting”) on Thursday, April 18, 2024, at 11:00 a.m., Eastern Time, to be held live via the Internet at www.virtualshareholdermeeting.com/KTB2024. 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 15, 2024 a Notice of Internet Availability of Proxy Materials (“Notice”) beginning on or about March 7, 2024. 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 are encouraged to register in advance, using their control number and other information, at www.proxyvote.com prior to Wednesday, April 17, 2024, 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.

If you have any questions or need assistance voting, please contact our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street

New York, New York 10005

Stockholders may call toll free: (800)-967-7510

Banks and Brokers may call collect: (212)-269-5550

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

To Our Shareholders
of Kontoor Brands, Inc.

Notice of Annual
Meeting of
Shareholders

The 2024 Annual Meeting of Shareholders of Kontoor Brands, Inc. will be held live virtually via the Internet at www.virtualshareholdermeeting.com/KTB2024, on Thursday, April 18, 2024, at 11:00 a.m., Eastern Time, for the following purposes:

Date:

Thursday, April 18, 2024

Time:

11:00 a.m., ET

Place:

Virtually via the Internet at www.virtualshareholder

meeting.com/KTB2024

to elect eight directors to serve until the annual meeting of shareholders to be held in 2025;

to approve amendments to Kontoor’s Articles of Incorporation to replace all supermajority voting standards with majority voting standards;

to ratify the appointment of PricewaterhouseCoopers LLP as Kontoor’s independent registered public accounting firm for the fiscal year ending December 28, 2024;

to approve the compensation of Kontoor’s named executive officers as disclosed in this Proxy Statement; and

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 30, 2023 is included for your information.

Only shareholders of record as of the close of business on February 15, 2024 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 Wednesday, April 17, 2024, 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/KTB2024, upon registration and log-in.

Sincerely,

Thomas L. Doerr, Jr.

Executive Vice President, General Counsel and Secretary

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.


			Table of Contents
			Proxy Statement Summary			1
			General Information			1
			Spin-Off			1
			Voting Roadmap			2
			Voting and Meeting Matters			3
			Proposal No. 1—Election of Directors			8
			Composition of the Board			8
			Director Skills and Qualifications Matrix			9
			Director Nominees			11
			Executive Officers			17
			Corporate Governance			18
			Corporate Governance Highlights			18
			Corporate Governance Principles			19
			Director Orientation and Continuing Education			19
			Related Person Transactions Policy			19
			Corporate Governance Documents			20
			Code of Conduct			20
			Board Leadership Structure			20
			Director Independence			21
			Annual Board and Committee Evaluation Process			21
			Board Meetings and Attendance			22
			Executive Sessions			22
			Board Committees			22
			Talent and Compensation Committee Interlocks and Insider Participation			24
			Board Oversight of Risk			24
			Communications with Directors			25
			Environmental, Social and Governance			26
			Shareholder Engagement			27
			Proposal No. 2 - Approval of Amendments to Kontoor’s Articles of Incorporation			28
			Director Compensation			29
			202 3 Director Compensation Table			30
			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 202 3 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			46
			Other Policies and Considerations			47
			Tax and Accounting Implications			48
			Executive Stock Ownership Guidelines			48
			Talent and Compensation Committee Report			48
			Summary Compensation Table for Fiscal 2023			49
			202 3 Grants of Plan-Based Awards			51
			Outstanding Equity Awards at Fiscal Year-End 2023			52
			Stock Options			54
			202 3 Option Exercises and Stock Vested			54
			202 3 Nonqualified Deferred Compensation			55
			Potential Payments Upon Change in Control, Retirement or Termination of Employment			56
			Pay versus Performance Table			60
			202 3 CEO Pay Ratio			62
			202 3 Equity Compensation Plan Information Table			63
			Security Ownership of Certain Beneficial Owners and Management			64
			Common Stock Beneficial Ownership of Certain Beneficial Owners			64
			Common Stock Beneficial Ownership of Management			65
			Proposal No. 3 —Ratification of Appointment of Independent Registered Public Accounting Firm			66
			Report of the Audit Committee			67
			Proposal No. 4 —Approval of Named Executive Officer Compensation on a Non-Binding Advisory Basis (“Say-on-Pay Vote”)			68
			Additional Information			69
			Solicitation of Proxies			69
			Shareholder Proposals and Nominations for the 202 5 Annual Meeting of Shareholders			69
			Householding			69
			Other Matters			70
			Appendix A			A-1
			Appendix B			B-1


						Proxy Statement Summary 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 30, 2023 (“Annual Report”) carefully before voting.


Important Notice Regarding the Availabilty of Proxy Materials for the Shareholder Meeting to be held on April 18, 2024. This Proxy Statement and our Annual Report are available at www.proxyvote.com.						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 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, April 18, 2024, at 11:00 a.m., Eastern Time, via the Internet at www.virtualshareholdermeeting.com/KTB2024, 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 7, 2024.


						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	2024 Proxy Statement

Voting Roadmap


Proposal	Board Recommendation	Page Reference

Proposal No. 1: Election of eight directors for a term ending at the 2025 annual meeting of shareholders.	The Board recommends a vote “FOR” each of the director nominees.	8

Proposal No 2: Approval of amendments to our Articles of Incorporation to replace all supermajority voting standards with majority voting standards.	The Board recommends a vote “FOR” the approval of amendments to our Articles of Incorporation to replace all supermajority voting standards with majority voting standards.	28

Proposal No. 3: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2024.	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 28, 2024.	66

Proposal No. 4: 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.	68



Kontoor Brands, Inc.	2	2024 Proxy Statement

Voting and Meeting Matters

Who May Vote

If, at the close of business on February 15, 2024 (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, 55,752,040 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 4, 2024 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 eight directors for a term ending at the 2025 annual meeting of shareholders;

•Proposal No. 2: Approval of amendments to Kontoor’s Articles of Incorporation to replace all supermajority voting standards with majority voting standards;

•Proposal No. 3: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2024; and

•Proposal No. 4: Approval of the compensation of our named executive officers on a non-binding advisory basis (“Say-on-Pay vote”).



Kontoor Brands, Inc.	3	2024 Proxy Statement

Votes Required

For Proposal No. 1, you may vote “FOR” or “AGAINST” each of the eight 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 assuming the election is uncontested (a plurality voting standard applies in contested elections). For this purpose, a majority of votes cast means that the number of shares voted “FOR” a director nominee must exceed the number of shares voted “AGAINST” such director nominee. Abstentions and broker non-votes will have no effect on the election of directors. Please refer to Proposal No. 1 for information regarding our policy on majority voting in uncontested elections of directors and our policy on incumbent director resignation in an uncontested election.

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 at least 80% of the shares cast at a meeting at which a quorum is present. Abstentions and broker non-votes will be considered as votes cast on Proposal No. 2 but will have the same effect as a vote “AGAINST” this proposal.

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. 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. 3, and a broker will be permitted to exercise its discretion to vote uninstructed shares on Proposal No. 3 in accordance with the applicable NYSE rules.

For Proposal No. 4, you may vote “FOR” or “AGAINST” or abstain from voting. Proposal No. 4 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. 4 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. 4.

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” approval of the amendments to our Articles of Incorporation to replace all supermajority voting standards with majority voting standards; (3) “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2024; (4) “FOR” the approval of the compensation of our named executive officers; and (5) 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, Proposal No. 2 or Proposal No. 4. Your broker will be entitled to vote your shares in its discretion, absent instructions from you, on Proposal No. 3.



Kontoor Brands, Inc.	4	2024 Proxy Statement

Board Recommendations

Our Board recommends that you vote your shares:

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

•“FOR” approval of the amendments to our Articles of Incorporation to replace all supermajority voting standards with majority voting standards;

•“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2024; 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.



Kontoor Brands, Inc.	5	2024 Proxy Statement

During the Annual Meeting

To submit questions in advance of the meeting, and vote and ask questions during the live webcast of the Annual Meeting, you are encouraged to register at www.proxyvote.com, using your control number and other information, prior to Wednesday, April 17, 2024, at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the Annual Meeting and vote online during the meeting. Please be sure to follow instructions found on your proxy card or other information forwarded by your bank, broker or other nominee and subsequent instructions that will be delivered to you via email.

Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the Annual Meeting.

If you have any questions or need assistance voting, please contact our proxy solicitor:

D.F. King & Co. Inc.

48 Wall Street

New York, New York 10005

Stockholders may call toll free: (800)-967-7510

Banks and Brokers may call collect: (212)-269-5550

How to Change
Your Vote or
Revoke Your Proxy

If you are a shareholder of record, you may change your vote or revoke your proxy by:

•sending a written statement to that effect to our Corporate Secretary, provided such statement is received no later than April 17, 2024;

•voting again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m., Eastern Time, on April 17, 2024;

•submitting a properly signed proxy card to: VOTE PROCESSING, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, with a later date that is received no later than April 17, 2024; or

•registering prior to the deadline of Wednesday, April 17, 2024, at 5:00 p.m. Eastern Time, attending the Annual Meeting, revoking your proxy and voting during the live webcast of the Annual Meeting.

If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy during the live webcast of the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.



Kontoor Brands, Inc.	6	2024 Proxy Statement

How Can I Attend
and Participate in
the Annual Meeting

The Annual Meeting will be accessible only through the Internet. You are entitled to attend and participate in the Annual Meeting if you were a shareholder as of the close of business on the February 15, 2024 Record Date. To attend and participate in the Annual Meeting, shareholders must register in advance, using their control number and other information, at www.proxyvote. com prior to the deadline of Wednesday, April 17, 2024, 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. The 2024 Annual Meeting will begin promptly at 11:00 a.m. Eastern Time.

Whether or not you participate in the Annual Meeting, it is important that your shares be part of the voting process. The methods by which you may vote are described above.



Kontoor Brands, Inc.	7	2024 Proxy Statement

Proposal No. 1

Election of Directors

The eight individuals named below currently serve on our Board. Each of our directors will be elected for a one-year term expiring at the next annual meeting of shareholders. The Board is currently undertaking a search to add an additional gender diverse director with the relevant qualifications and skills by the 2025 Annual Meeting of Shareholders.

Name

Principal Occupation

Audit Committee

Talent and Compensation Committee

Nominating and Governance Committee

Strategy and Finance Committee

Scott H. Baxter

Chair of the Board

President and Chief Executive Officer, Kontoor Brands, Inc.

Member

Mary Campbell

Retired; Former President, vCommerce Ventures, Qurate Retail, Inc.

Ashley D. Goldsmith

Chief People Officer, Workday, Inc.

Chair

Member

Robert M. Lynch

President and Chief Executive Officer, Papa John’s International, Inc.

Member

Andrew E. Page

Chief Financial Officer, Amer Sports Corporation

Member

Mark L. Schiller

Interim Chief Executive Officer, Mid America Pet Food

Member

Robert K. Shearer

Lead Independent Director

Retired; Former Senior Vice President and Chief Financial Officer, V.F. Corporation

Chair

Shelley Stewart, Jr.

Retired; Former Chief Procurement Officer, E.I. du Pont de Nemours & Co.

Member

Chair

Member

Composition of the Board

Gender Diversity: 2 of 8 are female

Director Independence: 7 of 8 are independent

SEC Form DEF 14A filed by Kontoor Brands Inc.