UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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 under §240.14a-12

Levi Strauss & Co.

(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 all boxes that apply):
	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.

		NOTE FROM OUR CHAIR

“As we begin this new chapter at LS&Co., we are confident we have the right leadership and strategies in place — coupled with the feedback and engagement of our shareholders — to further drive sustained profitable growth and continue to demonstrate the strength and resilience of our company and brands.”

2023 was a pivotal year for Levi Strauss & Co. (“LS&Co.”), as the company carried out a successful CEO succession plan that resulted in Michelle Gass, a proven and distinguished business leader, being named CEO of LS&Co. as of January 2024. We applaud Chip Bergh for an impressive 12+ year tenure as chief executive officer, and we’re honored to have Michelle guide the company through this next chapter of growth.

LS&Co.’s strategic growth areas of being direct-to-consumer (DTC) first and brand-led and focusing on diversifying our portfolio are working. While the company and industry at large faced headwinds in wholesale and a volatile macroeconomic and geopolitical environment, LS&Co. delivered $6.2 billion in total net revenue for 2023, with global DTC up 13% for the full year. We also returned $199 million in capital to shareholders, primarily in dividends, which were up 9% from the previous year.

There was a lot to be proud of within our brand portfolio. The Levi’s^® brand continues to hold the top spot in the global denim marketplace and sits firmly in the center of culture, with new collaborations and partnerships strengthening connections with consumers and the next generation of shoppers. In May, we celebrated the 150^thanniversary of the iconic Levi’s^® 501^® jean and saw 501^® sales grow 11% for the full year, with our total Levi’s^® brands revenue growing to $5.4 billion last year. In 2023, we continued to expand our brick-and-mortar presence across our portfolio and geographies, including Beyond Yoga^®, which opened six stores and expanded outside of Southern California.

We have a lot to be excited about as we head into 2024. We welcomed veteran retailer and proven brand builder Nancy Green as the new CEO of Beyond Yoga^® and last year added new faces to our executive leadership team, including Natalie MacLennan as the new CEO of Dockers^®, Dawn Vitale as our chief merchant officer for the Levi’s^® brand, Kenny Mitchell as our new chief marketing officer for the Levi’s^® brand and Jason Gowans as LS&Co.’s first chief digital officer. At the Board level, Pat Pineda retired from distinguished service to LS&Co. in December 2023, and earlier this year, the Board welcomed Dave Marberger to its ranks.

As we begin this new chapter at LS&Co., we are confident we have the right leadership and strategies in place — coupled with the feedback and engagement of our shareholders — to further drive sustained profitable growth and continue to demonstrate the strength and resilience of our company and brands. And as we move forward, we will do so without losing sight of our deep-rooted values, because as LS&Co. has seen time and time again, not only is it the right thing to do, it’s also good for business.

We look forward to delivering a strong, profitable year in 2024 — for both the company and all of you.

ROBERT A. ECKERT

Board Chair

We intend to mail the Proxy Availability Notice on or about March 14, 2024 to all shareholders of record entitled to vote at the annual meeting. We expect that this proxy statement and the other proxy materials will be available to shareholders on or about March 14, 2024.

2024 PROXY STATEMENT

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

PROPOSALS		BOARD VOTE RECOMMENDATION	FOR FURTHER DETAILS
1.	Election of Class II Directors	“FOR” each director nominee	Page 11
2.	Advisory Vote on Executive Compensation	“FOR”	Page 34
3.	Ratification of Selection of Independent Registered Public Accounting Firm	“FOR”	Page 70
4.	Corporate Financial Sustainability Report	“AGAINST”	Page 72

Shareholders will also conduct any other business properly brought before the annual meeting or any adjournment or postponement thereof. A list of shareholders of record will be available for inspection by shareholders of record during normal business hours for 10 days prior to the annual meeting for any legally valid purpose at our corporate headquarters at 1155 Battery Street, San Francisco, CA 94111. Whether or not you expect to attend the annual meeting, you are urged to vote by proxy as promptly as possible to ensure your vote is counted. You may vote over the telephone, through the internet or by using the proxy card that you request as instructed in the Proxy Availability Notice. Even if you have voted by proxy, you may still vote at the annual meeting, as your proxy is revocable at your option. Note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the annual meeting, you must obtain a proxy issued in your name from that record holder. See the Proxy Availability Notice for more information.

By Order of the Board of Directors,

NANCI PRADO

Corporate Secretary

ATTENDANCE AT THE MEETING

A live webcast of the annual meeting will be available at www.virtualshareholdermeeting.com/LEVI2024. To access the webcast, go to this website and follow the instructions provided. The webcast will be recorded and available for replay at this website through May 24, 2024. Electronic entry to the meeting will begin at 10:15 a.m., Pacific Time.

To attend and vote during the annual meeting visit www.virtualshareholdermeeting.com/LEVI2024 and enter the 16-digit control number included in your Proxy Availability Notice, voting instruction form or proxy card.

If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/LEVI2024.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 24, 2024

The notice of annual meeting, proxy statement and annual report to shareholders are available free of charge at www.proxyvote.com.

	DATE AND TIME April 24, 2024 (Wednesday) 10:30 a.m. (Pacific Time)


	LOCATION www.virtualshareholdermeeting.com/ LEVI2024


	WHO CAN VOTE Shareholders as of February 29, 2024 are entitled to vote.


HOW TO VOTE

	INTERNET
	•	Visit www.proxyvote.com to vote online (you will need the voter control number from your proxy card or the Proxy Availability Notice)

	•	Your vote must be received by 8:59 p.m., Pacific Time, on April 23, 2024

	TELEPHONE
	•	Call 1-800-690-6903 and follow the recorded instructions (you will need the voter control number from your proxy card)

	•	Your vote must be received by 8:59 p.m., Pacific Time, on April 23, 2024

	MAIL
	•	Complete, sign, date and return the proxy card that may be delivered

	•	Your proxy card must be mailed by April 15, 2024

	AT THE VIRTUAL MEETING See “Attendance at the Meeting”

	QR CODE Scan this QR code to vote with your mobile device

4	LEVI STRAUSS & CO.

NOTE FROM OUR CHAIR	3
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS	4
PROXY STATEMENT SUMMARY	7
CORPORATE GOVERNANCE	11
PROPOSAL 1 ELECTION OF CLASS II DIRECTORS	11
BOARD COMPOSITION	11
Director Skills and Qualifications	19
Director Nomination Process	20
Shareholder Nominations	20
Director Independence	20
Family Relationships	20
Board Leadership	21
Board Selection Criteria	21
Committee Membership and Structure	22
Meetings of Our Board	25
BOARD RESPONSIBILITIES	25
Board’s Role in Risk Management	26
Speaking Up	27
Worldwide Code of Business Conduct	27
Shareholder Engagement	27
Shareholder Communications with Our Board	27
Related Party Transaction Policy	28
NON-EMPLOYEE DIRECTOR COMPENSATION DURING FISCAL YEAR 2023	29
Annual Cash Retainer	29
Equity Compensation	29
Compensation of Committee Chairs and Board Chair	29
Board Compensation Table	30
EXECUTIVE OFFICERS	32
EXECUTIVE COMPENSATION	34
PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION	34

COMPENSATION DISCUSSION & ANALYSIS	35
CEO Succession Planning	35
Executive Summary	36
Setting Compensation	39
Elements of Compensation	42
Other Pay Practices	49
Compensation and Human Capital Committee Report	51
EXECUTIVE COMPENSATION TABLES	52
Summary Compensation Table	52
2023 Grants of Plan-Based Awards	54
Outstanding Equity Awards at 2023 Fiscal Year-End	55
Employment Agreements	57
Executive Retirement Plans	59
Pay-Ratio Information	60
Potential Payments Upon Termination or Change in Control	60
Equity Compensation Plan Information	69
Delinquent Section 16(A) Reports	69
AUDIT MATTERS	70
PROPOSAL 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	70
SELECTION AND ENGAGEMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PRINCIPAL ACCOUNTANT FEES	70
PRE-APPROVAL POLICIES AND PROCEDURES	71
REPORT OF THE AUDIT COMMITTEE	71
SHAREHOLDER PROPOSALS	72
PROPOSAL 4 CORPORATE FINANCIAL SUSTAINABILITY REPORT	72
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	76
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	78
OTHER INFORMATION	84

2024 PROXY STATEMENT

Back to Contents

PERFORMANCE HIGHLIGHTS

$6.2 billion

FY23 net revenue

NOTE FROM OUR CHAIR

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

ATTENDANCE AT THE MEETING

TABLE OF CONTENTS

PERFORMANCE HIGHLIGHTS

SEC Form DEF 14A filed by Levi Strauss & Co