Vestis Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Shareholder Director Nominations, Other Events, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

June 18, 2024

Date of Report (Date of earliest event reported)

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(Exact name of Registrant as Specified in its Charter)

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(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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On June 18, 2024, Vestis Corporation (the “Company”) and Keith A. Meister and Corvex Management LP (collectively, “Corvex”) entered into a letter agreement (the “Agreement”) that provides for, among other terms, certain customary standstill restrictions during the period from the date of the Agreement through the date Mr. Meister is no longer serving on the Company’s Board of Directors (the “Board”).



A copy of the Agreement is filed with this Current Report on Form 8-K and attached hereto as Exhibit 10.1 and incorporated by reference herein. The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement.

On June 18, 2024, Mr. Meister was appointed to the Board as a Class I director, with a term expiring at the first annual meeting of stockholders to be held by the Company following the spin-off from Aramark.  Mr. Meister will be up for re-election at such meeting for a two-year term to expire at the third annual meeting of stockholders to be held by the Company following the spin-off from Aramark. With the appointment of Mr. Meister, the size of the Board is set at nine directors, seven of whom are independent.

The Board has determined that Mr. Meister is independent and meets the applicable independence requirements of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. There are no transactions in which Mr. Meister had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Mr. Meister will receive cash and equity compensation for Board service commensurate with the Company’s other non-employee directors.

In connection with Mr. Meister’s appointment to the Board, the Company will enter into an indemnification agreement (the “Indemnification Agreement”) with Mr. Meister similar to the indemnification agreements entered into with all other members of the Board. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, which was filed as Exhibit 10.4 to the Company’s Form 10-K for the fiscal year ended September 19, 2023, filed with the Securities and Exchange Commission on December 21, 2023.

A copy of the Company’s press release announcing Mr. Meister’s appointment is attached hereto as Exhibit 99.1.

To the extent applicable, the information above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

To the extent applicable, the information below in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.

2025 Annual Meeting

The Company will hold its annual meeting of stockholders (the “2025 Annual Meeting”) on Monday, January 27, 2025, which will be the Company’s first annual meeting as a public company following the completion of the spin-off from Aramark, effective at 12:01 a.m., Eastern Time, on September 30, 2023.

Deadlines for submission of stockholder proposals and nominations are set out below. In accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”), stockholder proposals and nominations should be addressed to Corporate Secretary, Vestis Corporation, 500 Colonial Center Parkway, Suite 140, Roswell, Georgia 30076. You may write to the Company’s Corporate Secretary to request a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates pursuant to the Bylaws.

(d) Exhibits

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.