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Kontoor Brands, Inc.

For the period ended Dec 28, 2024. Filed Mar 6, 2025.

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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 28, 2024 · Filed Mar 6, 2025

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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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 Pursuant to §240.14a-12

KONTOOR BRANDS, INC.

(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 the appropriate box):

☒ 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

Dear Shareholders

On behalf of the Board of Directors and the leadership team, I am pleased to invite you to attend the Kontoor Brands, Inc. 2025 Annual Meeting of Shareholders (the “Annual Meeting”) on Thursday, April 24, 2025, at 11:00 a.m., Eastern Time, to be held live via the Internet at www.virtualshareholdermeeting.com/KTB2025. The format of the Annual Meeting will be a virtual-only meeting.

Attached to this letter are a Notice of Annual Meeting of Shareholders and a Proxy Statement, which describe the business to be conducted at the Annual Meeting.

In accordance with the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their shareholders over the Internet, we have sent shareholders of record at the close of business on February 13, 2025 a Notice of Internet Availability of Proxy Materials (“Notice”) beginning on or about March 6, 2025. The Notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you would like to receive a printed copy of these proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the Notice, as well as in the attached Proxy Statement.

We have designed the format of the Annual Meeting to ensure that shareholders are afforded similar rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure shareholder access and participation. To attend the Annual Meeting, shareholders are encouraged to register in advance, using their control number and other information, at www.proxyvote.com prior to Wednesday, April 23, 2025, at 5:00 p.m., Eastern Time. Upon completing registration, shareholders will receive further instructions by e-mail, including links that will allow them to access the Annual Meeting, submit questions, and vote online during the Annual Meeting.

Beginning fifteen minutes prior to, and during, the Annual Meeting, support will be available to assist shareholders with any technical difficulties they may have accessing, hearing or participating in the virtual meeting. If participants encounter any difficulty accessing, or during, the virtual meeting, they should call the support team at the numbers listed on the virtual meeting registration page.

Your vote is important to us. To ensure that you will be represented, we ask you to vote your shares on the Internet, by telephone or by mail as soon as possible, or you may vote during the live webcast of the Annual Meeting. Voting on the Internet, by telephone or by mail does not deprive you of your right to attend the Annual Meeting. If you do attend the Annual Meeting and wish to vote your shares at the meeting, you may revoke your proxy at or prior to the Annual Meeting.

I thank you for your continued support of our company.

Sincerely,

Scott H. Baxter

President, Chief Executive Officer and Chairman of the Board of Directors

To Our Shareholdersof Kontoor Brands, Inc.
Notice of Annual Meeting of ShareholdersThe 2025 Annual Meeting of Shareholders of Kontoor Brands, Inc. will be held live virtually via the Internet at www.virtualshareholdermeeting.com/KTB2025, on Thursday, April 24, 2025, at 11:00 a.m., Eastern Time, for the following purposes:
Date:Thursday, April 24, 2025Time:11:00 a.m., ETPlace:Virtually via the Internet at www.virtualshareholdermeeting.com/KTB2025to elect eight directors to serve until the annual meeting of shareholders to be held in 2026;
to ratify the appointment of PricewaterhouseCoopers LLP as Kontoor’s independent registered public accounting firm for the fiscal year ending January 3, 2026;
to approve the compensation of Kontoor’s named executive officers as disclosed in this Proxy Statement; and
to transact such other business as may properly come before the meeting and any adjournments or postponements thereof.
A copy of Kontoor’s Annual Report for the fiscal year ended December 28, 2024 is included for your information.Only shareholders of record as of the close of business on February 13, 2025 are entitled to notice of, and to vote at, the Annual Meeting.To attend the Annual Meeting, shareholders must register in advance, using their control number and other information, at www.proxyvote.com prior to the deadline of Wednesday, April 23, 2025, at 5:00 p.m., Eastern Time. Upon completing registration, shareholders will receive further instructions by e-mail, including links that will allow them to access the Annual Meeting, submit questions, and vote online during the Annual Meeting. Shareholders will not be able to attend the Annual Meeting in person. A list of shareholders entitled to vote at the Annual Meeting will be available for inspection during the Annual Meeting at www.virtualshareholdermeeting.com/KTB2025, upon registration and log-in.Sincerely,Thomas L. Doerr, Jr.Executive Vice President, General Counsel and Secretary
YOUR VOTE IS IMPORTANTYou are urged to vote your shares in advance via the Internet, through our toll-free telephone number, or by signing, dating and promptly returning your completed proxy card.
Table of Contents
Proxy Statement Summary1
General Information1
Spin-Off1
Voting Roadmap1
Voting and Meeting Matters2
Proposal No. 1—Election of Directors6
Composition of the Board6
Director Skills and Qualifications Matrix7
Director Nominees9
Executive Officers15
Corporate Governance16
Corporate Governance Highlights16
Corporate Governance Principles18
Director Orientation and Continuing Education18
Related Person Transactions Policy19
Corporate Governance Documents19
Code of Conduct19
Insider Trading Policy19
Board Leadership Structure20
Director Independence21
Annual Board and Committee Evaluation Process21
Board Meetings and Attendance22
Executive Sessions22
Board Committees22
Talent and Compensation Committee Interlocks and Insider Participation24
Board Oversight of Risk24
Communications with Directors25
Sustainability26
Shareholder Engagement27
Director Compensation28
2024 Director Compensation Table29
Executive Compensation30
Compensation Discussion and Analysis30
Executive Summary30
Summary of Compensation Philosophy32
Compensation Program Elements33
Governance of Our Compensation Programs34
Results of 2024 Shareholder Advisory Vote34
Compensation Decision Making Process – Roles and Responsibilities35
Committee Process for Determining Compensation36
Components of Total Direct Compensation37
Retirement and Other Benefits44
Other Policies and Considerations45
Tax and Accounting Implications46
Executive Stock Ownership Guidelines46
Talent and Compensation Committee Report46
Summary Compensation Table for Fiscal 202447
2024 Grants of Plan-Based Awards48
Outstanding Equity Awards at Fiscal Year-End 202450
Stock Options51
2024 Option Exercises and Stock Vested52
2024 Nonqualified Deferred Compensation53
Potential Payments Upon Change in Control, Retirement or Termination of Employment54
Pay versus Performance Table58
2024 CEO Pay Ratio60
2024 Equity Compensation Plan Information Table61
Security Ownership of Certain Beneficial Owners and Management62
Common Stock Beneficial Ownership of Certain Beneficial Owners62
Common Stock Beneficial Ownership of Management63
Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm64
Report of the Audit Committee65
Proposal No. 3—Approval of Named Executive Officer Compensation on a Non-Binding Advisory Basis (“Say-on-Pay Vote”)66
Additional Information67
Solicitation of Proxies67
Shareholder Proposals and Nominations for the 2026 Annual Meeting of Shareholders67
Householding67
Delinquent Section 16(a) Reports68
Other Matters69
Appendix AA-1
ContentsView on SEC.gov

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