SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 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): December 10, 2012
LEVI STRAUSS & CO.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
DELAWARE
|
|
002-90139
|
|
94-0905160
|
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
1155 BATTERY STREET
SAN FRANCISCO, CALIFORNIA 94111
(Address of principal executive offices,
including zip code)
(415) 501-6000
(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 (See General Instruction A.2. below):
|
¨
|
Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))
|
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On December 10, 2012, Harmit Singh accepted an
offer of employment as the Executive Vice President and Chief Financial Officer of Levi Strauss & Co. (the “Company”), to be effective January 16, 2013. Upon his employment with the Company, Kevin Wilson will step down as the
Company’s Interim Chief Financial Officer and continue his role as Vice President, Finance, Americas Commercial Operations. Previously, Mr. Singh, 49, was the Executive Vice President and Chief Financial Officer of Hyatt Hotels Corporation
from 2008 to August, 2012, and is an Executive Vice President of Hyatt through December 2012. Prior to that, he spent 14 years at Yum! Brands, Inc. in a variety of roles including Senior Vice President and Chief Financial Officer of Yum Restaurants
International from 2005 to 2008. Before joining Yum!, Mr. Singh worked in various financial capacities for American Express India & Area Countries, a worldwide travel, financial and network services company. Mr. Singh served on
the board of directors and was also the Audit Committee Chair of Avendra, LLC through August 2012. Mr. Singh is a Chartered Accountant from India.
The employment arrangement with Mr. Singh provides for a base salary of $12,987 per week, approximately $675,000 per year. Mr. Singh is also eligible to participate in the Company’s Annual
Incentive Program at a target participation rate of 80% of his base salary which would result in a 2013 target value of $540,000 to be prorated based on his start date. He will also receive a one-time signing bonus of $250,000 which is subject to
prorated repayment if his employment with the Company does not exceed twenty-four months under certain conditions.
Mr. Singh will also
participate in the Company’s Equity Incentive Plan each year and for 2013 is eligible to receive Stock Appreciation Rights units with a grant date value of $1,300,000, pending approval by the Company’s Board of Directors.
Mr. Singh will also receive healthcare, life insurance and long-term savings program benefits, as well as benefits under the Company’s various
executive perquisite programs, including a cash allowance of $15,000 per year. He will also receive standard Company relocation assistance.
Mr. Singh’s employment is at-will and may be terminated by the Company or by Mr. Singh at any time.
There is no understanding or arrangement between Mr. Singh and any other person or persons with respect to his employment as the Executive Vice
President and Chief Financial Officer, and there are no family relationships between Mr. Singh and any director or other executive officer or person nominated or chosen by the Company to become a director or executive officer. There have been
no transactions, nor are there any currently proposed transactions, to which the Company was or is to be a participant in which Mr. Singh or any member of his immediate family had, or will have, a direct or indirect material interest.
A copy of Mr. Singh’s employment letter is attached as Exhibit 10.1 hereto and the press release announcing his employment is
attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
10.1
|
Employment Offer Letter, dated December 10, 2012, between Levi Strauss & Co. and Harmit Singh
|
|
99.1
|
Press release, dated December 13, 2012, announcing the employment of Harmit Singh as Executive Vice President and Chief Financial Officer.
|
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.
|
|
|
|
|
|
|
|
|
|
|
LEVI STRAUSS & CO.
|
|
|
|
|
|
|
DATE: December 13, 2012
|
|
|
|
By:
|
|
/s/ Heidi Manes
|
|
|
|
|
|
Name:
|
|
Heidi L. Manes
|
|
|
|
|
|
Title:
|
|
Vice President and Controller
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
10.1
|
|
Employment Offer Letter, dated December 10, 2012, between Levi Strauss & Co. and Harmit Singh
|
|
|
|
|
99.1
|
|
Press release, dated December 13, 2012, announcing the employment of Harmit Singh as Executive Vice President and Chief Financial Officer.
|
Exhibit 10.1
December 10, 2012
Harmit Singh
100 East Huron St, Unit # 4803
Chicago, IL 60611
Dear Harmit:
I am delighted to confirm our offer of employment to join Levi Strauss & Co. (LS&Co.) as Executive Vice
President & Chief Financial Officer, reporting to me. Your start date is to be January 16
th
, 2013. The details of our offer are as follows:
Work Location
Your work location will be San Francisco, CA.
Salary
Your starting salary will
be $12,987 per week (approximately $675,000.00 per year). This position is assigned to the Executive Band in the company’s compensation program.
Annual Incentive Plan
Your target participation in the Annual Incentive Program
(AIP) is 80% of your base salary, with a 2013 target value of $540,000. AIP awards are prorated based on date of hire. This payment will be made in the first quarter of 2014. A detailed explanation of the program is included with this letter.
Long Term Incentive - Stock Appreciation Rights
You will participate in the Company’s Equity Incentive Plan each year. For 2013, you are entitled to receive Stock Appreciation Rights (SARs) with a total target value of $1,300,000.00. This grant
would be made in February 2013, subject to Board approval. Should the terms of the Equity Incentive Plan or SAR program change prior to that date, your $1,300,000 target will not change.
Singh - 2
Signing Bonus
You will receive a one-time signing bonus of $250,000.00 (less
applicable taxes), paid within 30 days of your hire date.
This signing bonus is offered in anticipation of the contributions you will make to
our business over time. In the event that you resign before completing twenty-four (24) months of employment, or you are terminated for cause before twenty-four (24) months of employment, you will be required to repay the prorated,
remaining balance of your signing bonus. Any such repayment may be deducted in whole or in part from any final payments due to you.
We will
provide you with our standard a Signing Bonus Acknowledgment and Payback Agreement. Please sign and return the Payback Agreement.
Benefits
Our offer also includes
participation in our flexible benefits program. There are a number of benefit options available to you in the areas of health care and life insurance, as well as our long term savings programs which provide important tax advantages for your savings.
You are eligible to participate in the executive perquisite programs associated with a position at your level. The total benefit of these
programs, including parking and the perquisite cash allowance, is approximately $15,000.00. The value of the perquisite cash allowance is $15,000.00 per year, paid out to you in two installments each year. The first payment is in January and the
second is in June.
You are eligible to accrue three (3) weeks of TOPP (Time Off with Pay Program) during your first year of employment.
We will make an exception and offer you an additional week of TOPP in your first year, banked in full at date of hire.
Relocation
You are eligible for relocation benefits to facilitate the move to the San Francisco area. A summary will be provided to you from
Veronica Harris, Mobility Services. She will assist in the coordination of your relocation. Veronica can be reached at (312)-693-3688.
The
above describes some of the terms of Levi Strauss and Co.’s compensation and benefit programs, which may be updated periodically. The official documents govern in all cases. Questions about your compensation, benefits or other Human Resources
related issues may be directed to Dan Suffoletta, Vice President, HR Services at 415-501-6752.
Singh - 3
Worldwide Code of Business Conduct
LS&Co.’s Worldwide Code of Business
Conduct (WCOBC) sets out basic principles to guide all employees of the Company on how LS&Co. conducts business, while at the same time provides helpful guideposts for behavior while on the job. Compliance with the WCOBC is a fundamental
condition of employment, and employees are required to sign a Statement of Commitment agreeing to abide by the principles set forth in the document. LS&Co.’s WCOBC is available for review on our website at
http://www.levistrauss.com/careers/culture
.
Severance
You are eligible to receive severance under the terms of the Company’s Executive Severance Plan, which may be amended at any time as set forth in the Plan. A summary of those terms is attached
hereto, and is qualified in its entirety by the full policy which you have received.
Other
You will need to provide evidence that you are legally authorized to work in the United States. Please refer to the attached sheet for the type of
evidence required according to the government’s I-9 regulations. Your employment is specifically conditioned upon your providing this information within 72 hours of your start date.
LS&Co. expects your association with the company will be mutually beneficial. Nonetheless, LS&Co. is an “at-will employer,” which means you or LS&Co. can terminate your employment at
LS&Co. at any time with or without cause, and with or without notice. Only the President, Chief Executive Officer or Senior Vice President Human Resources can authorize an employment agreement to the contrary and then such employment agreement
must be in writing.
Harmit, we are very excited about you joining the company. We are confident that you will make a valuable contribution to
LS&Co.’s business.
Sincerely,
Chip Bergh
President and Chief Executive Officer
|
|
|
|
|
|
|
/s/ Harmit Singh
|
|
December 10, 2012
|
|
Signed:
|
|
Harmit Singh
|
|
Date
|
Attached:
Executive Severance Plan
Exhibit 99.1
FOR IMMEDIATE RELEASE
|
|
|
|
|
|
|
|
|
|
|
Investor Contact:
|
|
Chris Ogle
|
|
|
|
Media Contact:
|
|
Kris Marubio
|
|
|
|
Levi Strauss & Co.
|
|
|
|
|
|
Levi Strauss & Co.
|
|
|
|
(800) 438-0349
|
|
|
|
|
|
(415) 501-6709
|
|
|
|
cogle@levi.com
|
|
|
|
|
|
kmarubio@levi.com
|
LEVI STRAUSS & CO. NAMES HARMIT SINGH AS CHIEF FINANCIAL OFFICER
SAN FRANCISCO (
December 13,
2012)
– Levi Strauss & Co. (LS&Co.) today announced that Harmit Singh will join the company
as executive vice president and chief financial officer on January 16, 2013, reporting to company president and chief executive officer Chip Bergh. In this role, he will be responsible for the company’s global information technology and finance
functions, including financial planning and analysis, accounting and controls, tax, treasury, risk management, internal audit and investor relations.
Mr. Singh brings almost 30 years of experience as a financial leader within the hospitality, restaurant and travel industries. Most recently, Singh was chief financial officer of Hyatt Hotels Corporation,
where he successfully led the financial planning and operations for an organization with about 500 hotels across 45 countries. During his time at Hyatt, he played an important role in establishing the global financial structure, led the company
through the IPO process, built a strong balance sheet and drove growth by supporting capital deployment for acquisitions and investments.
“Having led the financial and information technology operations behind some of the largest restaurant and hotel companies, Harmit has extensive
experience in developing and implementing growth strategies for companies that serve consumers around the globe,” said Chip Bergh, president and chief executive officer of LS&Co. “His combination of financial and operational expertise,
global experience and deep understanding of Asia will make him a strong addition to our leadership team at Levi Strauss & Co.”
In
addition to his four years at Hyatt Hotels Corporation and fourteen years of various global leadership roles at Yum! Brands, the world’s largest restaurant company, (including CFO of Pizza Hut), Singh also worked at American Express India and
Price Waterhouse in India.
-MORE-
“Levi Strauss & Co. is admired around the world for its iconic brands,” said Mr. Singh.
“I am excited to be joining a company with such a rich and established heritage. I look forward to working with leaders in the company and the finance and technology group as we grow the brands globally and enhance value for all
stockholders.”
Upon his arrival, Kevin Wilson, who has served as interim chief financial officer since August 2012, will resume his role
as vice president, finance for the Americas Commercial Operations.
About Levi Strauss & Co.
Levi Strauss & Co. is one of the world’s largest brand-name apparel companies and a global leader in jeanswear. The company
designs and markets jeans, casual wear and related accessories for men, women and children under the
Levi’s
®
, Dockers
®
, Signature by Levi Strauss &
Co.
™
, and Denizen
®
brands. Its products are sold in more than 110 countries worldwide through a combination of chain retailers, department stores, online sites, and a global footprint
of more than 2,300 franchised and company-operated stores. Levi Strauss & Co.’s reported fiscal 2011 net revenues were $4.8 billion. For more information, go to
http://levistrauss.com
.
# # #