Form 8-K - Current report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 21, 2023

KONTOOR BRANDS, INC.

(Exact name of registrant as specified in charter)

North Carolina

001-38854

83-2680248

(State or other jurisdiction
of incorporation)

(Commission file number)

(I.R.S. employer
identification number)

400 N. Elm Street

Greensboro, North Carolina 27401

(Address of principal executive offices)

(336) 332-3400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on which Registered

Common Stock, no par value

KTB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 21, 2023, the Board of Directors of Kontoor Brands, Inc. (the “Company”) announced Joseph A. Alkire as Executive Vice President and Chief Financial Officer effective August 31, 2023. Mr. Alkire will succeed Rustin Welton, who will be transitioning out of his current role of Executive Vice President and Chief Financial Officer effective August 31, 2023, and will serve in an advisory role for a transition period.

Mr. Alkire, age 43, most recently served as the Executive Vice President, Chief Operating Officer and Chief Financial Officer at BrüMate Inc., a high-growth private equity backed consumer products company from November 2021 to August 2023.

From July 2010 to July 2021, Mr. Alkire held various finance positions at VF Corporation, an active-lifestyle company with a portfolio of outdoor, active, workwear and streetwear brands, including as Vice President, Corporate Development, Treasury, Investor Relations; Vice President, Financial Planning & Analysis, Investor Relations; and Vice President, Financial Planning & Analysis. Prior to VF Corporation, he was an equity research associate at William Blair & Company, LLC and started his career at PricewaterhouseCoopers, LLP and RSM McGladrey. Mr. Alkire holds a Master of Business Administration from The University of Chicago, Booth School of Business and a Bachelor of Science in Business from Indiana University, Kelley School of Business.

Mr. Alkire’s annual base salary will be $700,000, his annual target short-term incentive award opportunity will be equal to 75% of his base salary and his annual target long-term incentive award opportunity will be equal to $1,275,000. For 2023, his short-term and long-term incentive award opportunities will be prorated. In addition, Mr. Alkire will receive a one-time sign-on equity award of approximately $1,600,000 (calculated based on a 30-day stock price average to determine the number of shares granted) comprised of 60% performance-based restricted stock units and 40% time-based restricted stock units. The performance-based restricted stock units will vest at the end of the fiscal 2025 performance period and the time-based restricted stock units will vest over a two-year period; 50% on the first anniversary of the grant and 50% on the second anniversary of the grant. Mr. Alkire will also receive a one-time cash sign-on bonus in the amount of $200,000. The Company will provide Mr. Alkire with perquisites on terms substantially similar to those that apply for other executive officers of the Company, including relocation services and benefits consistent with the Company’s relocation policy. While employed by the Company, Mr. Alkire will be eligible to participate in the Company’s health, welfare and other benefits arrangements and programs available to the Company’s employees generally, in accordance with their terms.

There are no family relationships between Mr. Alkire and any director or executive officer of the Company, and there are no transactions between Mr. Alkire and the Company that would be required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

A copy of the Company’s press release announcing the retirement of Mr. Welton and the appointment of Mr. Alkire is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press release issued by Kontoor Brands, Inc., dated August 21, 2023.

104

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KONTOOR BRANDS, INC.

Date: August 21, 2023

By:

/s/ Thomas L. Doerr, Jr.

Name:

Thomas L. Doerr, Jr.

Title:

Executive Vice President, General Counsel & Secretary

Exhibit 99.1

KONTOOR BRANDS ANNOUNCES RETIREMENT OF CHIEF FINANCIAL OFFICER RUSTIN WELTON AND APPOINTS JOE ALKIRE AS SUCCESSOR

GREENSBORO, N.C. - August 21, 2023 - Kontoor Brands, Inc. (NYSE: KTB), a global lifestyle apparel company, with a portfolio led by two of the world’s most iconic consumer brands, Wrangler® and Lee®, today announced that Rustin Welton, Executive Vice President and Chief Financial Officer, has decided to retire from Kontoor after four years of service with the Company.

"I want to congratulate Rustin on his retirement and express my gratitude for his partnership and expert counsel that have been invaluable since Kontoor's inception and integral to our success,” said President, Chief Executive Officer and Chair of the Board, Scott Baxter. “The strategic actions taken under his leadership have greatly improved the Company's balance sheet and established a solid foundation for future growth. His contributions to our business and success cannot be overstated and have been essential to putting us in a position of strength. We wish him all the best in his next chapter of life."

Effective August 31, 2023, Joe Alkire will succeed Welton and has been appointed Executive Vice President and Chief Financial Officer. Alkire will have responsibility for enterprise strategy, corporate development, financial planning and analysis, accounting, investor relations, tax, treasury, internal audit and information technology. As a member of the company’s Executive Leadership Team, he will report to Kontoor’s President, Chief Executive Officer and Chair of the Board, Scott Baxter.

“We are thrilled to welcome Joe to the Executive Leadership Team at Kontoor. Joe’s extensive experience in all aspects of corporate finance makes him well-suited to help lead us through the next phase of our strategic priorities including driving consistent operating results and total shareholder returns for Kontoor,” said Baxter. “Joe’s background in our industry and with successful, disruptive brands will help Kontoor continue toward sustained and profitable long-term growth. I am confident that Joe is the right leader and strategic business partner as we focus on Kontoor’s next chapter of accelerated growth.”

Alkire joins Kontoor from BrüMate, Inc., a high-growth private equity backed consumer products company, where he served as Chief Operating Officer and Chief Financial Officer. Prior to that, he served as the Vice President, Corporate Development, Treasury, and Investor Relations for VF Corporation. Prior to VF, Alkire served as an investment banking and equity research analyst for William Blair & Company.

“I’m excited to be joining Kontoor during such a pivotal time in the company’s journey,” Alkire said. “I look forward to partnering with Kontoor’s global team to continue to

explore the many exciting opportunities ahead for the company and its world-class brands.”

To ensure a smooth and effective transition, Welton will continue at Kontoor in an advisory position through year-end.

“I am so proud of our team here at Kontoor and all that they have achieved. I’ve had the opportunity to work with Joe previously and I am confident he is the right leader for Kontoor’s bright future,” said Welton. “I want to thank Scott for this extraordinary opportunity and our global team for their partnership and commitment over the years.”

About Kontoor Brands

Kontoor Brands, Inc. (NYSE: KTB) is a global lifestyle apparel company, with a portfolio led by two of the world’s most iconic consumer brands: Wrangler® and Lee®. Kontoor designs, manufactures and distributes superior high-quality products that look good and fit right, giving people around the world the freedom and confidence to express themselves. Kontoor Brands is a purpose-led organization focused on leveraging its global platform, strategic sourcing model and best-in-class supply chain to drive brand growth and deliver long-term value for its stakeholders. For more information about Kontoor Brands, please visit www.KontoorBrands.com.

Contacts

Investors:

Eric Tracy, (336) 332-5205

Vice President, Corporate Finance and Investor Relations

Eric.Tracy@kontoorbrands.com

Media:

Julia Burge, (336) 332-5122

Director, External Communications

Julia.Burge@kontoorbrands.com

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Document and Entity Information Document	Aug. 21, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 21, 2023
Entity Registrant Name	KONTOOR BRANDS, INC.
Entity Central Index Key	0001760965
Amendment Flag	false
Entity Incorporation, State or Country Code	NC
Entity File Number	001-38854
Entity Tax Identification Number	83-2680248
Entity Address, Address Line One	400 N. Elm Street
Entity Address, City or Town	Greensboro
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27401
City Area Code	(336)
Local Phone Number	332-3400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	KTB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Document Information [Line Items]
Document Period End Date	Aug. 21, 2023