Unifirst Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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.
On January 9, 2024, the shareholders of UniFirst Corporation (the “Company”) voted at the 2024 annual meeting of the Company’s shareholders (the “Annual Meeting”) to approve the UniFirst Corporation 2023 Equity Incentive Plan (the “2023 Plan”), pursuant to which 375,000 shares of the Company’s common stock are available for issuance, subject to certain adjustments as set forth in the 2023 Plan. The 2023 Plan replaces the Company’s Amended and Restated 2010 Stock Option and Incentive Plan.
Additional information regarding the 2023 Plan is summarized under the heading “Proposal 4 – Approval of the UniFirst Corporation 2023 Equity Incentive Plan” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on November 30, 2023 (the “Proxy Statement”), and is incorporated herein by reference. The summary of the 2023 Plan set forth in the Proxy Statement and the description of the 2023 Plan in this Current Report on Form 8-K are qualified in their entirety by reference to the copy of the 2023 Plan filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders voted on and approved (1) the election of Michael Iandoli and Joseph M. Nowicki as Class I Directors, each to serve for a term of three years until the 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, (2) on a non-binding, advisory basis, the compensation of the Company’s named executive officers as more fully described in the Proxy Statement, (3) on a non-binding, advisory basis, the holding of future non-binding, advisory votes on the compensation of the Company’s named executive officers every year, (4) the 2023 Plan, and (5) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2024. The votes cast by the holders of the Company’s Common Stock and Class B Common Stock on each of the foregoing proposals were as follows:
Proposal 1: Election of two Class I Directors, nominated by the Board of Directors, each to serve for a term of three years until the 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified.
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Common Stock |
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Class B Common Stock |
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Broker |
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Broker |
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For |
Withheld |
Non-Votes |
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For |
Withheld |
Non-Votes |
Michael Iandoli |
5,356,746 |
8,710,225 |
462,783 |
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35,339,740 |
146,770 |
— |
Joseph M. Nowicki |
13,836,004 |
230,967 |
462,783 |
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— |
— |
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Based on the votes set forth above, each of the two nominees listed above was duly elected as a Class I Director to serve for a term of three years until the 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified.
Proposal 2: Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as more fully described in the Proxy Statement.
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Common Stock |
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Class B Common Stock |
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Broker |
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Broker |
For |
Against |
Abstain |
Non-Votes |
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For |
Against |
Abstain |
Non-Votes |
13,638,730 |
425,677 |
2,565 |
462,783 |
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35,339,740 |
146,770 |
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Based on the votes set forth above, the compensation of the Company’s named executive officers as more fully described in the Proxy Statement was duly approved by the Company’s shareholders.
Proposal 3: Approval, on a non-binding, advisory basis, of the frequency of future non-binding, advisory votes on the compensation of the Company’s named executive officers.
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Common Stock |
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Class B Common Stock |
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Broker |
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Broker |
1 Year |
2 Years |
3 Years |
Abstain |
Non-Votes |
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1 Year |
2 Years |
3 Years |
Abstain |
Non-Votes |
13,396,146 |
1,116 |
666,431 |
3,279 |
462,783 |
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35,486,510 |
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After taking into consideration the foregoing voting results and the prior recommendation of the Board of Directors in favor of holding a non-binding, advisory shareholder vote on the compensation of the Company’s named executive officers every year, the Board of Directors, upon the recommendation of the Compensation Committee, intends for the Company to hold future non-binding advisory votes on the compensation of the Company’s named executive officers every year.
Proposal 4: Approval of the UniFirst Corporation 2023 Equity Incentive Plan.
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Common Stock |
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Class B Common Stock |
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Broker |
For |
Against |
Abstain |
Non-Votes |
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For |
Against |
Abstain |
Non-Votes |
13,747,066 |
313,333 |
6,572 |
462,783 |
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35,339,740 |
146,770 |
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Based on the votes set forth above, the UniFirst Corporation 2023 Equity Incentive Plan was duly approved by the Company’s shareholders.
Proposal 5: Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2024.
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Common Stock |
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Class B Common Stock |
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Broker |
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Broker |
For |
Against |
Abstain |
Non-Votes |
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For |
Against |
Abstain |
Non-Votes |
14,264,666 |
260,424 |
4,664 |
— |
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34,809,730 |
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676,780 |
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Based on the votes set forth above, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2024 was duly ratified by the Company’s shareholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Description |
10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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UNIFIRST CORPORATION |
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Date: January 12, 2024 |
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By: |
/s/ Shane O’Connor |
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Shane O’Connor |
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Executive Vice President and Chief Financial Officer |
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