SEC Form 8-K filed by Vestis Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

March 18, 2025

Date of Report (Date of earliest event reported)

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Vestis Corporation

(Exact name of Registrant as Specified in its Charter)

(470) 226-3655

(Registrant’s Telephone Number, Including Area Code)

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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):

 

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 ☐

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Mr. Holloman will receive cash compensation in the amount of $125,000 per month.  In addition, he will receive periodic grants of restricted stock units (“RSUs”) as follows:  (i) RSUs with a value of $675,000 on March 20, 2025 (based on the closing price of Vestis’ common stock on that date); and (ii) commencing June 20, 2025 and on the 20th day of each month thereafter (each a “Grant Date”) provided that he remains in the position of interim Executive Chairman, President and Chief Executive Officer as of the applicable Grant Date, RSUs with a value of $225,000 (based on the closing price of Vestis’ common stock on the applicable Grant Date or, if not a trading date, the prior trading date).  The RSUs will be subject to forfeiture upon termination of Mr. Holloman’s service with the Company as both interim Executive Chairman, President and Chief Executive Officer and as a board member, other than as a result of termination by the Company without “Cause”. “Cause” for purposes of employment will be as defined in the Company’s 2023 Long-Term Incentive Plan and service as board member will be considered to be terminated without “Cause” if: Mr. Holloman is nominated for election as a director at a meeting of stockholders at which directors are to be elected and is not elected (or resigns from the Board of Directors following such a meeting of stockholders at which he does not receive a majority of votes cast) or the Board of Directors does not nominate Mr. Holloman for election as a director at any meeting of stockholders at which directors are to be elected. Treatment upon change of control, death and disability is consistent with the Company’s most recently issued restricted stock unit awards.

 

SIGNATURE

 

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.