Kontoor Brands (KTB) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 23, 2026, with shareholders able to vote online, by phone, or by mail, and technical support provided for virtual participation.

• Shareholders of record as of February 13, 2026, are entitled to vote on key proposals, including director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• The company achieved strong financial performance in 2025, including a 21% revenue increase, expanded gross margin, and significant shareholder returns through dividends and share repurchases.

Voting matters and shareholder proposals

• Shareholders will vote on: election of six directors, ratification of PricewaterhouseCoopers LLP as auditor, approval of executive compensation (say-on-pay), and the frequency of future say-on-pay votes.

• The board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and for a 1 YEAR frequency on say-on-pay votes.

• Shareholders may submit proposals and director nominations for the 2027 annual meeting within specified deadlines.

Board of directors and corporate governance

• The board will be reduced to six members, with five of six directors independent and two female directors.

• Directors possess diverse skills in executive management, finance, international business, supply chain, and governance.

• The board conducts annual self-evaluations, uses an independent consultant for assessments, and maintains robust governance policies, including majority voting and no poison pill.

• Lead Independent Director role and annual election of all directors were established in recent years.