Kontoor Brands, Inc.
For the period ended Jan 3, 2026. Filed Mar 9, 2026.
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Jan 3, 2026 · Filed Mar 9, 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. 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on Thursday, April 23, 2026, at 11:00 a.m., Eastern Time, to be held live via the Internet at www.virtualshareholdermeeting.com/KTB2026. 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, 2026 a Notice of Internet Availability of Proxy Materials (“Notice”) beginning on or about March 9, 2026. 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 22, 2026, 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 Shareholders | The 2026 Annual Meeting of Shareholders of Kontoor Brands, Inc. will be held live virtually via the Internet at www.virtualshareholdermeeting.com/KTB2026, on Thursday, April 23, 2026, at 11:00 a.m., Eastern Time, for the following purposes: | |
|---|---|---|
| Date:Thursday, April 23, 2026Time:11:00 a.m., ETPlace:Virtually via the Internet at www.virtualshareholdermeeting.com/KTB2026 | to elect six directors to serve until the annual meeting of shareholders to be held in 2027; | |
| to ratify the appointment of PricewaterhouseCoopers LLP as Kontoor’s independent registered public accounting firm for the fiscal year ending January 2, 2027; | ||
| to approve the compensation of Kontoor’s named executive officers as disclosed in this Proxy Statement; and | ||
| to vote on the frequency of future advisory votes on the compensation of Kontoor’s named executive officers; 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 January 3, 2026 is included for your information.Only shareholders of record as of the close of business on February 13, 2026 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 22, 2026, 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/KTB2026, upon registration and log-in.Sincerely,Thomas L. Doerr, Jr.Executive Vice President, Chief Legal Officer 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 Summary | 1 |
| General Information | 1 |
| Voting Roadmap | 1 |
| Voting and Meeting Matters | 2 |
| Proposal No. 1—Election of Directors | 6 |
| Composition of the Board | 6 |
| Director Skills and Qualifications Matrix | 7 |
| Director Nominees | 8 |
| Executive Officers | 13 |
| Corporate Governance | 14 |
| Corporate Governance Highlights | 14 |
| Corporate Governance Principles | 15 |
| Director Orientation and Continuing Education | 15 |
| Related Person Transactions Policy | 16 |
| Corporate Governance Documents | 16 |
| Code of Conduct | 16 |
| Insider Trading Policy | 16 |
| Board Leadership Structure | 17 |
| Director Independence | 18 |
| Annual Board and Committee Evaluation Process | 18 |
| Board Meetings and Attendance | 19 |
| Executive Sessions | 19 |
| Board Committees | 19 |
| Talent and Compensation Committee Interlocks and Insider Participation | 21 |
| Board Oversight of Risk | 22 |
| Communications with Directors | 23 |
| Sustainability | 23 |
| Shareholder Engagement | 24 |
| Director Compensation | 25 |
| 2025 Director Compensation Table | 26 |
| Executive Compensation | 27 |
| Compensation Discussion and Analysis | 27 |
| Executive Summary | 27 |
| Summary of Compensation Philosophy | 29 |
| Compensation Program Elements | 30 |
| Governance of Our Compensation Programs | 31 |
| Results of 2025 Shareholder Advisory Vote | 31 |
| Compensation Decision Making Process – Roles and Responsibilities | 32 |
| Committee Process for Determining Compensation | 33 |
| Components of Total Direct Compensation | 34 |
| Retirement and Other Benefits | 40 |
| Other Policies and Considerations | 42 |
| Tax and Accounting Implications | 42 |
| Executive Stock Ownership Guidelines | 43 |
| Talent and Compensation Committee Report | 43 |
| Summary Compensation Table for Fiscal 2025 | 44 |
| 2025 Grants of Plan-Based Awards | 46 |
| Outstanding Equity Awards at Fiscal Year-End 2025 | 47 |
| Stock Options | 49 |
| 2025 Option Exercises and Stock Vested | 49 |
| 2025 Nonqualified Deferred Compensation | 49 |
| Potential Payments Upon Change in Control, Retirement or Termination of Employment | 50 |
| Pay versus Performance Table | 55 |
| 2025 CEO Pay Ratio | 58 |
| 2025 Equity Compensation Plan Information Table | 58 |
| Security Ownership of Certain Beneficial Owners and Management | 59 |
| Common Stock Beneficial Ownership of Certain Beneficial Owners | 59 |
| Common Stock Beneficial Ownership of Management | 60 |
| Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm | 61 |
| Report of the Audit Committee | 62 |
| Proposal No. 3—Approval of Named Executive Officer Compensation on a Non-Binding Advisory Basis (“Say-on-Pay Vote”) | 63 |
| Proposal No. 4—Approval of the Frequency of Future Say-on-Pay Votes on a Non-Binding Advisory Basis | 64 |
| Additional Information | 65 |
| Solicitation of Proxies | 65 |
| Shareholder Proposals and Nominations for the 2027 Annual Meeting of Shareholders | 65 |
| Householding | 65 |
| Delinquent Section 16(a) Reports | 66 |
| Other Matters | 67 |
| Appendix A | A-1 |
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