Levi Strauss & Co. - DEF14A

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 LS&Co. of today is a stronger, healthier business that’s well on its way to achieving its goal of being a best-in-class lifestyle retailer.”

2025 was a pivotal year for Levi Strauss & Co. (“LS&Co.”). The Company delivered $6.3 billion in total net revenues, up 7% on an organic basis, which was broad based across all facets of the Company. We achieved a record gross margin of 61.7% and delivered adjusted EBIT margin of 11.4%, up 70 basis points compared to prior year. The Company returned $363 million in capital to shareholders, up 26% compared to 2024, reflecting our continued efforts to drive shareholder value.

Under Michelle Gass’s leadership, LS&Co. has sharpened its strategic priorities, strengthened its economics and built a foundation designed to support sustainable, profitable growth. The Levi’s^®brand cemented its position as the world’s No. 1 denim brand while making meaningful progress in its evolution into a head-to-toe denim lifestyle apparel leader. Growth across direct-to-consumer, wholesale and key categories was accompanied by improved profitability, reflecting a more focused and productive portfolio, and a stronger operating model. The LS&Co. of today is a stronger, healthier business that’s well on its way to achieving its goal of being a best-in-class lifestyle retailer.

Amid all the work and strong performance, we remain committed to our values and guiding belief of profits through principles. Time and again, we’ve seen that doing what’s right makes us a stronger business. This year, we celebrated our 25th annual Community Day, mobilizing employees across retail, corporate, and distribution centers in more than 50 cities globally and granting over $500,000 to nonprofit partners.

The Board has been deeply engaged throughout this year and strongly believes the Company is positioned to compete — and win — in an increasingly dynamic global retail environment.

The Board itself has continued to evolve and strengthen. Over the past three years, we have welcomed four new independent directors — David Marberger, Artemis Patrick, Daniel Geballe and, most recently, Jeffrey J. Jones II — adding fresh perspectives and critical expertise across retail, consumer brands, finance, technology and governance. This reflects our commitment to ensuring the Board has the right mix of experience and skills to provide effective oversight and long-term stewardship.

This year also marks another change for the Board. After 15 years of service, I will step down as Chair following the annual shareholder meeting and retire later this year. It has been one of the great honors of my career to help guide LS&Co. through some of its most consequential moments including its transition from private to public ownership and through a seamless and highly successful CEO succession.

I am delighted to pass the Chair seat to Troy Alstead, who has served on the Board for more than 10 years. Troy has been a guiding force throughout his tenure, and I have every confidence in his ability to effectively lead the Board and advise the Company going forward.

Looking ahead, I am confident in the foundation we’ve built and the future ahead of us. With a strong Board, Michelle’s proven leadership, compelling strategy guiding the Company forward and the ongoing engagement of our shareholders, LS&Co. is well positioned to continue to grow, thrive and win.

ROBERT A. ECKERT

Board Chair

We intend to mail the Proxy Availability Notice on or about March 11, 2026, 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 11, 2026.

*	We encourage you to review our Annual Report on Form 10-K for the year ended November 30, 2025.

2026 PROXY STATEMENT

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

PROPOSALS		BOARD VOTE RECOMMENDATION	FOR FURTHER DETAILS
1	Election of Class I Directors	“FOR” each director nominee	Page 11
2	Advisory Vote to Approve Executive Compensation	“FOR”	Page 35
3	Ratification of Selection of Independent Registered Public Accounting Firm	“FOR”	Page 67
4	Shareholder Proposal Requesting Bylaw Amendment related to Sustainability ROI Report by Audit Committee	“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,

PRISCILLA DUNCAN-TANNOUS

Corporate Secretary

ATTENDANCE AT THE MEETING

A live webcast of the annual meeting will be available at www.virtualshareholdermeeting.com/LEVI2026. 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 22, 2026. 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/LEVI2026 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/LEVI2026.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 22, 2026

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 22, 2026 (Wednesday) 10:30 a.m. (Pacific Time)

			LOCATION www.virtualshareholdermeeting.com/LEVI2026

			WHO CAN VOTE Shareholders as of February 27, 2026 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 21, 2026

			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 21, 2026

			MAIL • Complete, sign, date and return the proxy card that may be delivered • Your proxy card must be mailed by April 13, 2026

			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 2026 ANNUAL MEETING OF SHAREHOLDERS	4
PROXY STATEMENT SUMMARY	7
CORPORATE GOVERNANCE	11
PROPOSAL 1 ELECTION OF CLASS I DIRECTORS	11
Board Composition	11
Board of Directors	12
Director Nomination Process	19
Director Independence	19
Family Relationships	19
Board Leadership	20
Board Responsibilities	26
Other Governance Policies and Practices	28
NON-EMPLOYEE DIRECTOR COMPENSATION DURING FISCAL YEAR 2025	30
EXECUTIVE OFFICERS	33
EXECUTIVE COMPENSATION	35
PROPOSAL 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	35
Compensation Discussion & Analysis	36
EXECUTIVE COMPENSATION TABLES	51
Summary Compensation Table	51
2025 Grants of Plan-Based Awards	53
Outstanding Equity Awards at 2025 Fiscal Year-End	54
Employment Agreements	56
Executive Retirement Plans	57
Pay-Ratio Information	58
Potential Payments Upon Termination or Change in Control	58
Pay Versus Performance Disclosure	62
AUDIT MATTERS	67

PROPOSAL 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	67
Selection and Engagement of Independent Registered Public Accounting Firm Principal Accountant Fees	67

NOTE FROM OUR CHAIR

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

ATTENDANCE AT THE MEETING

TABLE OF CONTENTS

SEC Form DEF 14A filed by Levi Strauss & Co