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): June 9, 2022

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 June 9, 2022, Kontoor Brands, Inc. (the “Company”) increased the size of the Board of Directors (the "Board") from seven members to eight members and elected Andrew E. Page as a Class II director of the Company to serve for a term expiring at the Company's 2023 annual meeting of shareholders and until his successor is duly elected and qualified. Mr. Page has also been appointed to serve on the Audit Committee of the Board.

A copy of the press release announcing the foregoing is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

There is no arrangement or understanding between Mr. Page and any other persons pursuant to which Mr. Page was selected as a director, and there are no related party transactions involving Mr. Page that are reportable under Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The exhibits listed in the exhibit index below are being filed herewith.

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

ANDREW E. PAGE, EVP AND CHIEF FINANCIAL OFFICER OF FOOT LOCKER, INC., ELECTED TO KONTOOR BRANDS BOARD OF DIRECTORS

GREENSBORO, N.C. - June 09, 2022 - 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®, has named Andrew E. Page, Executive Vice President and Chief Financial Officer of Foot Locker, Inc., as a director, effective immediately.

“We’re pleased to welcome Andrew to Kontoor’s Board of Directors,” said Scott Baxter, President, Chief Executive Officer & Chair of the Board, Kontoor Brands. “Andrew is a seasoned finance leader with an extensive background in optimizing enterprise growth. With his more than 30 years of finance and accounting experience in retail, footwear and apparel, Andrew’s expertise in enhancing stakeholder and shareholder value will be an excellent asset to Kontoor and will bring tremendous value to our board.”

Mr. Page will serve on the Audit Committee of Kontoor’s Board of Directors.

Mr. Page has served as Executive Vice President and Chief Financial Officer of Foot Locker, Inc. since April 2021 where he focuses on enterprise optimization to enhance stakeholder and shareholder value. Prior to joining Foot Locker, he served as Senior Vice President, Chief Accounting Officer and Controller at Advance Auto Parts, Inc. where he oversaw all accounting, tax, internal controls, and external financial reporting. Previously, he spent eight years at Under Armour, Inc., most recently serving as Senior Vice President and Chief Accounting Officer, and prior to Under Armour, Inc., he held several other senior finance roles at FTI Consulting, Inc., AES Corporation, Inc., General Electric's Consumer and Industrial division, and Discovery Communications, Inc.

Mr. Page holds a Master of Business Administration from Georgetown University and a Bachelor of Business Administration in Accounting from Eastern Kentucky University and is a Certified Public Accountant.

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:

Julia Burge, (336) 332-5122

Director, External Communications

Julia.Burge@kontoorbrands.com