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Kontoor Brands, Inc.

For the period ended Dec 30, 2023. Filed Mar 7, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 30, 2023 · Filed Mar 7, 2024

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KTB$77.06-2.7%Stored close · as of Nov 6, 2026
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Contents

Appendix AA-1

Appendix A

KONTOOR BRANDS, INC.

Proposed Amendments to Kontoor’s Articles of Incorporation to Replace all Supermajority Voting Standards with Majority Voting Standards

Section (D) of Article SEVENTH, Sections (A) and (E) of Article NINTH and Sections (A) and (B) of Article TWELFTH of our Articles of Incorporation are proposed to be amended as shown below (with additions highlighted in underlined text and deletions in strike-through text):

Article SEVENTH:

(D) From the Effective Date until the completion of the fourth annual meeting of shareholders to occur after the Effective Date, any one or more directors who have been elected may be removed from office by the vote of shareholders entitled to cast 80% of the votes which all shareholders would be entitled to cast at any election of directors only for cause. From and after the completion of the fourth annual meeting of shareholders to occur after the Effective Date, a Any one or more directors who have been elected may be removed from office with or without cause by the vote of shareholders entitled to cast at leasta majority 80% of the votes which all shareholders would be entitled to cast at any election of directors. In case the Board of Directors or any one or more directors shall be so removed, new directors may be elected at the same meeting.

Article NINTH:

(A) Except as otherwise expressly provided in section (B) of this Article NINTH, the affirmative vote of the holders of at leasta majority 80%of the voting power of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class, shall be required to approve any one or more of the transactions listed in paragraphs (i) through (vii) of this section (A), and the term “Business Combination” as used in this Article NINTH shall mean any transaction referred to in said paragraphs (i) through (vii). Such affirmative vote shall be required, the fact notwithstanding that no vote may be required or that a lesser percentage may be specified by law or in any agreement with any national securities exchange or otherwise. The Business Combination transactions include: [rest of this Section (A) omitted].

(E) [Reserved] Any other provisions of these Articles or the Bylaws of the Corporation to the contrary notwithstanding (and the fact notwithstanding that a lesser percentage may be specified by law, these Articles or the Bylaws of the Corporation), the affirmative vote of the holders of 80% or more of the outstanding Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article NINTH.

Article TWELFTH:

(A)Except as provided in Article NINTH, Section (E), w Whenever any corporate action is to be taken by vote of the shareholders adopting, amending or repealing these Articles, the proposed corporate action shall be authorized only upon receiving at leasta majority 80% of the votes which all voting shareholders are entitled to cast thereon.

(B) Except as provided by law or in Article NINTH, Section (E), t The Bylaws of the Corporation may be amended, altered, or repealed, including with respect to any By-Law adopted, altered or amended by the shareholders, or new Bylaws may be adopted, either (a) upon receiving at least a majority 80% of the votes which all voting shareholders are entitled to cast on the proposed Bylaw change or adoption at any annual or special meeting of shareholders, or (b) by a vote of a majority of the directors of the Corporation, with or without the vote or assent of the shareholders, at any regular or special meeting of the Board of Directors.

KontoorBrands, Inc.A-12024 Proxy Statement
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