Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 20, 2023, the Board of Directors of Kontoor Brands, Inc. (the "Company") amended Section 2 of Article II of the Bylaws of the Company to eliminate the director age limit.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 20, 2023, the Company held its 2023 Annual Meeting of Shareholders (the "2023 Annual Meeting"). At the 2023 Annual Meeting, the Company's shareholders voted on: (i) the election of seven directors; (ii) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 30, 2023; and (iii) a non-binding advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Company's definitive Proxy Statement, dated March 9, 2023, for the 2023 Annual Meeting (the "2023 Proxy Statement").

The final voting results with respect to each of the three proposals are set forth below.

Proposal 1. The shareholders elected seven directors to each serve a one-year term expiring at the Company's Annual Meeting of Shareholders to be held in 2024 and until their respective successors are duly elected and qualified.



   Name of Nominee             For            Against        Abstentions        Broker Non-Votes
Scott H. Baxter             43,929,853        863,248           73,539             6,273,922
Ashley D. Goldsmith         43,347,443       1,452,256          66,941             6,273,922
Robert M. Lynch             44,292,865        512,522           61,253             6,273,922
Andrew E. Page              44,396,767        399,090           70,783             6,273,922
Mark L. Schiller            44,313,031        487,484           66,125             6,273,922
Robert K. Shearer           44,113,194        688,361           65,085             6,273,922
Shelley Stewart, Jr.        25,005,574       19,797,150         63,916             6,273,922

Proposal 2. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 30, 2023.



     For            Against       Abstentions        Broker Non-Votes
  50,866,567        172,727         101,268                 0

Proposal 3. The shareholders approved the compensation of the Company's named executive officers as disclosed in the 2023 Proxy Statement on a non-binding advisory basis.



     For            Against       Abstentions        Broker Non-Votes
  43,274,316       1,487,514        104,810             6,273,922

Further information concerning the matters voted upon at the 2023 Annual Meeting is contained in the 2023 Proxy Statement.

Item 8.01. Other Events.

On April 21, 2023, Kontoor Brands, Inc. issued a press release announcing that its Board of Directors declared a regular quarterly cash dividend of $0.48 per share of its common stock, payable on June 20, 2023, to shareholders of record at the close of business on June 9, 2023. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.        Description
  3.    1          Amendment to the Bylaws of Kontoor Brands, Inc. effective April 20, 2023.
  3    .2          Bylaws of Kontoor Brands, Inc., as amended through April 20, 2023.
  99.1             Press release issued by Kontoor Brands, Inc. dated April 21, 2023, announcing
                   the quarterly dividend.
                   Cover Page Interactive Data File - The cover page interactive data file does
104                not appear in the Interactive Data File because its XBRL tags are embedded
                   within the Inline XBRL document.

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