Unifirst Corporation filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
On September 16, 2024, the Board of Directors (the “Board”) of UniFirst Corporation (the “Company”) appointed Kelly Rooney as Chief Operating Officer of the Company effective September 30, 2024.
Ms. Rooney, age 50, brings extensive knowledge and experience in large scale B2B route-based operations, including from her recent career at Waste Management (NYSE:WM). Ms. Rooney held various operational roles at Waste Management, including as an Area General Manager from August 2020 to September 2021 and a Director of Operations from April 2019 to August 2020. Most recently, Ms. Rooney served as Senior Vice President and Chief Human Resources Officer from August 2022 to September 2024 and Vice President, Human Resources from September 2021 to August 2022. As Chief Human Resources Officer, Ms. Rooney was responsible for leading the development and implementation of Waste Management’s overall human capital, employee experience and operational effectiveness strategy, with a focus on building organizational health and capability and developing talent. Prior to joining Waste Management, Ms. Rooney held various operational and leadership roles at other companies in the waste management industry, including at Advanced Disposal Services, Inc. (formerly NYSE: ADSW), where she was the Regional General Manager from 2015 to 2019 and Director of Operations, Recycling from 2012 to 2015. Ms. Rooney holds a Bachelor of Arts degree in Psychology from Roanoke College, a Master of Arts in Organizational Leadership from Gonzaga University, and certificates in strategic planning, CHRO and HR management and analytics from the Wharton School of Business.
Ms. Rooney will be employed on an at-will basis with an initial annual base salary of $625,000. She will be eligible to participate in the Company’s annual bonus program consisting of the management bonus plan and any specific management business objectives (MBOs) established from time to time by the Compensation Committee of the Board. Her initial annual bonus target is 80% of her eligible earned wages. Ms. Rooney will also be entitled or eligible to receive certain stock appreciation rights and restricted stock unit awards under the Company’s equity incentive plan. In addition, Ms. Rooney will be eligible to participate in the Company’s Deferred Compensation Plan, Executive Employment Plan and other benefit programs.
There were no arrangements or understandings between Ms. Rooney and any other persons pursuant to which Ms. Rooney was selected as Chief Operating Officer. There are no family relationships between Ms. Rooney and any director or executive officer of the Company, and there are no transactions between Ms. Rooney and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Transition of Michael Croatti
On September 16, 2024, Michael Croatti, Executive Vice President, Operations, agreed to transition from his role as an Executive Officer of the Company effective as of November 30, 2024. In connection with the transition, Mr. Croatti entered into a Transition Agreement with the Company, dated as of September 16, 2024 (the “Transition Agreement”). The Transition Agreement provides that Mr. Croatti will continue to be employed on an at-will basis through December 31, 2024. During his employment, Mr. Croatti will continue to be paid his current base salary, and his equity awards will continue to vest in accordance with their terms.
Subject to certain conditions and a release of claims, Mr. Croatti will be entitled to (1) a lump sum severance payment of $617,175, which is equal to 18 months of pay under Mr. Croatti’s current base salary, (2) a lump sum bonus payment of $246,870, which is equal to one and one-half times his target cash incentive bonus for the current fiscal year and (3) certain healthcare continuation benefits for up to 18 months.
Item 7.01 Regulation FD Disclosure.
On September 19, 2024, the Company issued a press release regarding the appointment of Ms. Rooney and the transition of Mr. Croatti’s role as an Executive Officer, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act") or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
*99.1 Press Release dated September 19, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Furnished
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 thereunto duly authorized.
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UNIFIRST CORPORATION |
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Date: September 19, 2024 |
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By: |
/s/ Steven S. Sintros |
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Steven S. Sintros |
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President and Chief Executive Officer |
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