Not independent
Tenure on this board
7.0 yrs
Also a director at
Lowes Companies Inc (LOW)
6 nominees · 4 ballot items.
Election of six directors; Ratification of PricewaterhouseCoopers LLP as independent auditor; Advisory approval of named executive officer compensation ('Say-on-Pay'); Advisory vote on frequency of future Say-on-Pay votes (1, 2, or 3 years).
Elect six directors to serve until the 2027 annual meeting.
Ratify PricewaterhouseCoopers LLP as Kontoor’s independent registered public accounting firm for fiscal year ending January 2, 2027.
This management proposal asks shareholders to ratify PwC (PricewaterhouseCoopers LLP) as Kontoor’s independent registered public accounting firm for the 2027 fiscal year. Management seeks shareholder ratification primarily as a matter of good governance and shareholder engagement—though the Audit Committee retains ultimate authority to select auditors regardless of the vote. The Audit Committee approved the engagement on February 11, 2026, and PwC has served as auditor since the company’s spin-off in 2019. The proposal is routine and typically receives broker discretionary votes; the Board recommends a vote FOR to show shareholder support and because the Audit Committee evaluated fees and non-audit services and concluded such services did not impair auditor independence. Shareholders’ non-ratification would trigger the Audit Committee to investigate and reconsider the engagement. The proposal is not controversial in the filing and contains standard disclosure on fees, audit-related and tax services, and the pre-approval process.
Advisory, non-binding vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory approval of the compensation paid to the named executive officers (NEOs) as disclosed in the Proxy Statement, including the CD&A and related tables. Management frames this as an opportunity for shareholders to express support for Kontoor’s pay-for-performance philosophy and for the Talent and Compensation Committee to consider shareholder feedback when making future compensation decisions. Kontoor highlights significant at-risk compensation (AIP, PRSUs, RSUs), alignment with peer practices, use of independent compensation consultants, robust governance features (clawbacks, stock ownership, anti-hedging) and prior strong shareholder approval (97% support in 2025). The Board recommends a vote FOR. As this is an advisory vote, it will not be binding but the board will consider the outcome.
Advisory, non-binding vote to choose the frequency (1, 2, or 3 years) for future advisory votes on executive compensation; Board recommends 1 year.
This management proposal asks shareholders to indicate their preferred frequency—1, 2, or 3 years—of future non-binding advisory 'Say-on-Pay' votes. Management supports an annual vote, reasoning that annual votes provide more timely shareholder feedback on compensation decisions and are consistent with the company’s engagement practices. While advisory and non-binding, the Board will consider the outcome and plans to reassess periodically. The proposal is routine for public companies and is consistent with the Board’s philosophy of regular shareholder engagement; the Board recommends '1 YEAR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PNC FINANCIAL SERVICES GROUP, INC. | 10.27% | 5,677,935 | $399M |
| 2 | BlackRock, Inc. | 10.21% | 5,645,236 | $397M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.01% | 3,323,794 | $234M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.42% | 2,442,349 | $172M |
| 5 | STATE STREET CORP | 3.70% | 2,046,216 | $144M |
| 6 | T. Rowe Price Investment Management, Inc. | 3.37% | 1,860,274 | $131M |
| 7 | FMR LLC | 3.20% | 1,771,456 | $125M |
| 8 | BlackRock, Inc. | 2.80% | 1,548,812 | $109M |
| 9 | Capital World Investors | 2.31% | 1,276,410 | $90M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.15% | 1,186,225 | $83M |
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