8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 22, 2021

KONTOOR BRANDS, INC.

(Exact name of registrant as specified in charter)

400 N. Elm Street

Greensboro, North Carolina 27401

(Address of principal executive offices)

(336) 332-3400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 22, 2021, Juliana Chugg, a member of the Board of Directors (the “Board”) of Kontoor Brands, Inc. (the “Company”) notified the Board that she will depart from the Board, effective November 30, 2021, in order to focus on other business obligations. Effective November 30, 2021, the size of the Board will be reduced to six members.

On November 23, 2021, the Company issued a press release announcing Ms. Chugg’s departure from the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

Exhibit 99.1

KONTOOR BRANDS ANNOUNCES DEPARTURE OF JULIANA CHUGG FROM BOARD OF DIRECTORS

GREENSBORO, N.C. - November 23, 2021 - The Board of Directors of Kontoor Brands, Inc. (NYSE: KTB), a global lifestyle apparel company with a portfolio led by two of the world’s most iconic consumer brands, Wrangler® and Lee®, today announced that now that Kontoor has successfully delivered against its Horizon 1 growth strategy, Juliana Chugg will depart the Kontoor Brands Board of Directors, effective November 30, in order to focus on other business obligations.

Chugg, previously Global Core Brands Officer of Mattel, Inc., has served on Kontoor’s Board of Directors since the company’s inception in 2019. She served as Chair of the Nominating and Governance Committee and as a member of the Talent and Compensation Committee.

Ms. Chugg stated, “the Wrangler® and Lee® brands are truly iconic, and it has been an honor to serve as a director alongside so many committed board colleagues and to support Kontoor as it has progressed in its journey post spin-off. I am confident that Kontoor is well positioned to excel in Horizon 2, and I look forward to watching the company’s continued success.”

Scott Baxter, Board Chair, Chief Executive Officer and President, Kontoor Brands commented, “on behalf of my fellow directors, our 14,000 global employees and our shareholders, I’d like to extend my deep gratitude to Juliana for her many contributions to our organization. As we transition from setting Kontoor’s strong foundation in Horizon 1 to catalyzing growth in Horizon 2, we do so with recognition that Juliana’s extensive marketing, governance, and board experience have helped guide our company during a pivotal time in our journey, from our formation as a standalone company and through our initial 24 months of operations. We wish her well in her future endeavors and thank her for her dedicated service.”

About Kontoor Brands

Kontoor Brands, Inc. (NYSE: KTB) is a global lifestyle apparel company, with a portfolio led by two of the world’s most iconic consumer brands: Wrangler® and Lee®. Kontoor designs, manufactures and distributes superior high-quality products that look good and fit right, giving people around the world the freedom and confidence to express themselves. Kontoor Brands is a purpose-led organization focused on leveraging its global platform, strategic sourcing model and best-in-class supply chain to drive brand growth and deliver long-term value for its stakeholders. For more information about Kontoor Brands, please visit www.KontoorBrands.com.

Contacts

Investors:

Eric Tracy, (336) 332-5205

Vice President, Corporate Finance and Investor Relations

Eric.Tracy@kontoorbrands.com

or

Media:

Vanessa McCutchen, (336) 332-5612

Vice President, Corporate Communications

Vanessa.McCutchen@kontoorbrands.com