Kontoor Brands (KTB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 24, 2025, will be held virtually, with shareholders able to vote online, by phone, or by mail.

• Shareholders will vote on electing eight directors, ratifying the auditor, and approving executive compensation on a non-binding basis.

• The company achieved strong operational and financial performance in 2024, including flat revenues, expanded gross margin, increased EPS, and a total shareholder return exceeding 40%.

• $198 million was returned to shareholders through dividends and share repurchases in 2024.

Voting matters and shareholder proposals

• Proposal 1: Elect eight directors for a one-year term ending at the 2026 annual meeting.

• Proposal 2: Ratify PricewaterhouseCoopers LLP as independent auditor for fiscal year ending January 3, 2026.

• Proposal 3: Approve named executive officer compensation on a non-binding advisory basis (Say-on-Pay).

• Board recommends a vote “FOR” all proposals.

• Shareholders may submit proposals and director nominations for the 2026 annual meeting between December 25, 2025, and January 24, 2026.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; two are female and two are ethnically diverse.

• Board members bring diverse skills in executive management, finance, international business, industry expertise, marketing, supply chain, digital, governance, sustainability, and cybersecurity.

• Board leadership structure combines Chairman/CEO with a Lead Independent Director.

• Annual board and committee evaluations are conducted, including independent facilitation in 2024.

• No shareholder rights plan, no supermajority voting, and annual election of all directors.

• Share ownership guidelines apply to directors and executives.