Levi Strauss & Co. - DEF 14A

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

“The Levi’s^® brand continues to lead the global denim market, expanding its authority as a head-to-toe denim lifestyle brand. Fresh collaborations and partnerships, including a campaign with global icon, Beyoncé, enhanced our appeal to both current and future generations of fans.”

2024 was a transformative year for Levi Strauss & Co. (“LS&Co.”). Under Michelle Gass’s leadership, we positioned the Company for its next stage of growth and laid the foundation to rewire LS&Co into a best-in-class, omnichannel retailer.

Throughout last year, we made bold decisions to enable us to focus on our greatest asset: the Levi’s^® brand. We exited our Denizen^® and footwear businesses and started the review of strategic alternatives for the Dockers^® brand. We also took decisive actions to improve our structural economics and the profitability of our direct-to-consumer (DTC) business.

The Company’s decisiveness and hard work paid off. LS&Co. delivered $6.4 billion in total net revenue for 2024, which was up 3% compared to the prior year on both a reported and organic revenue basis.* We also saw significant year-over-year improvement in gross and adjusted EBIT margins, particularly due to benefits of our shift into a DTC-first business.* Our strong performance in 2024 allowed us to deliver an adjusted diluted EPS of $1.25 for 2024, which was up 14% compared to 2023.*

The Levi’s^® brand continues to lead the global denim market, expanding its authority as a head-to-toe denim lifestyle brand. Fresh collaborations and partnerships, including a campaign with global icon, Beyoncé, enhanced our appeal to both current and future generations of fans. The brand continued to reach even more consumers across the world through our continuous DTC expansion with new store openings and improved ecommerce experiences.

In 2024, we welcomed Gianluca Flore as executive vice president and chief commercial officer to lead commercial operations across all global channels, including stores, e-commerce and wholesale. In the first part of 2025, we announced a series of changes to the executive team to better align its structure with our strategies, including expanded roles for Karyn Hillman, Jason Gowans, Harmit Singh and Gianluca Flore, and the appointment of Bernard Bedon as our new Chief Human Resources Officer.

At Beyond Yoga^®, Nancy Green joined as CEO and her team spent 2024 expanding the brand into new platforms and products with the launch of new winter wear, the opening of the brand’s first experiential pop-up, and a growing presence on social media. Total revenues were up double digits for the full year, a reflection of the ongoing momentum for the brand.

And the Board recently welcomed Artemis Patrick, president and CEO of Sephora North America. In addition, Daniel Geballe, a managing director at SJF Ventures and a member of the family of our founder, will join the board in late April, at which time David Friedman will retire from the board. We thank David for his service and look forward to the expertise our new directors will bring.

Throughout all this work and change, we remain grounded in our core values—profits through principles—knowing that, time and time again, the right thing to do is also good for our business. As an example, we quickly mobilized to support people impacted by the fires in and around Los Angeles with funding support and a pop-up shop that distributed more than 20,000 Levi’s^®, Dockers^®, and Beyond Yoga^® garments.

Looking ahead to 2025, we are confident in our leadership and the ongoing engagement of our shareholders. We are eager to deliver another strong, profitable year with each of you by our side.

ROBERT A. ECKERT
Board Chair

We intend to mail the Proxy Availability Notice on or about March 12, 2025 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 12, 2025.

^*	We encourage you to review our Annual Report on Form 10-K for the year ended December 1, 2024.

2025 PROXY STATEMENT

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

PROPOSALS		BOARD VOTE RECOMMENDATION	FOR FURTHER DETAILS
1.	Election of Class III Directors	“FOR” each director nominee	Page 11
2.	Advisory Vote on Executive Compensation	“FOR”	Page 33
3.	Advisory Vote on Frequency of Say-On-Pay Vote	“FOR”	Page 66
4.	Ratification of Selection of Independent Registered Public Accounting Firm	“FOR”	Page 67
5.	Shareholder Proposal Requesting We Cease DEI Efforts	“AGAINST”	Page 69

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/LEVI2025. 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 23, 2025. 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/LEVI2025 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/LEVI2025.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 23, 2025

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 23, 2025 (Wednesday) 10:30 a.m. (Pacific Time)


	LOCATION www.virtualshareholdermeeting.com/LEVI2025


	WHO CAN VOTE Shareholders as of February 28, 2025 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 22, 2025

	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 22, 2025

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

	•	Your proxy card must be mailed by April 14, 2025

	AT THE VIRTUAL MEETING See “Attendance at the Meeting”

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

NOTE FROM OUR CHAIR

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

ATTENDANCE AT THE MEETING

SEC Form DEF 14A filed by Levi Strauss & Co