Bylaw Amendment · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 19, 2023 _________________ LEVI STRAUSS & CO. (Exact name of registrant as specified in its charter) Delaware   001-06631   94-0905160 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.) 1155 Battery Street San Francisco , California 94111 (Address of principal executive offices) (Zip Code) ( 415 ) 501-6000 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)    _________________ 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 (See General Instruction A.2. below): ¨ 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 Class A Common Stock, $0.001 par value per share LEVI 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. ¨ ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On April 20, 2023, the Board of Directors (the “Board”) of Levi Strauss & Co. (the “Company”) approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective the same day. Among other things, the amendments: (i) update the advance notice provisions that apply where a shareholder intends to propose a director nomination or other business at a shareholder meeting, including to address Rule 14a-19 under the Securities Exchange Act of 1934, as amended; (ii) reflect certain amendments to the Delaware General Corporation Law, including by updating provisions regarding when additional notice need not be given of an adjourned meeting and eliminating the requirement that the stockholder list be made available for inspection during a meeting of shareholders as provided by law; and (iii) make certain other technical, modernizing and clarifying changes. The foregoing summary does not purport to be a complete description of the Bylaws and is qualified in its entirety by reference to the Bylaws, a copy of which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03. ITEM 5.07. Submission of Matters to a Vote of Security Holders On April 19, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A, as filed with the U.S. Securities and Exchange Commission on March 7, 2023 (the “Proxy Statement”). The following is a brief description of each matter voted upon and the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter. Proposal 1. Shareholders elected each of the four nominees for Class I directors to serve until the Company’s 2026 Annual Meeting of Shareholders and until his or her respective successor has been duly elected and qualified. The voting results were as follows: Name Votes For Votes Withheld Broker Non-Votes Jill Beraud 2,817,110,895 12,044,372 14,334,229 Spencer C. Fleisher 2,817,056,015 12,099,252 14,334,229 Christopher J. McCormick 2,788,661,980 40,493,287 14,334,229 Elliott Rodgers 2,820,014,405 9,140,862 14,334,229 Proposal 2. Shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the Proxy Statement. The voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 2,803,677,260 10,794,074 14,683,933 14,334,229 Proposal 3. Shareholders ratified the selection by the Audit Committee of the Board of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 26, 2023. The voting results were as follows: Votes For Votes Against Abstentions 2,834,509,495 8,911,126 68,875 ITEM 9.01. Financial Statements and Exhibits. (d) Exhibits 3.1 Amended and Restated Bylaws of Levi Strauss & Co. 104 Cover Page Interactive Data File (embedded within the inline XBRL document). 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.   LEVI STRAUSS & CO. DATE: April 21, 2023 By: /s/ SETH JAFFE Name: Seth Jaffe Title: Executive Vice President and Chief Legal Officer