Vestis Corporation filed SEC Form 8-K: 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

 January 28, 2025

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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The actual annual bonuses payable for any year shall be determined and paid based on the terms of the Company’s Management Incentive Plan, including based on satisfaction of applicable performance targets and goals as apply thereunder for the applicable year.  Ms. Janzen is eligible for a monthly car allowance in the amount of $1,100, reimbursement for financial planning services and participation in the Company’s matching gifts program and is eligible to participate in standard employee benefits and the Company’s Executive Benefits and Perquisites Program.

Under the Employment Agreement, upon Ms. Janzen’s termination due to death or disability (as defined in the Employment Agreement), she is entitled to any accrued amounts and a pro-rated portion of the annual bonus that she would have received for the year of termination had the  termination date not occurred, taking into account satisfaction of any applicable performance conditions (the “Pro-Rated Annual Bonus”).  Under the Employment Agreement, upon a termination by the Company for any reason other than “Cause” or by her for “Good Reason” (as such terms are defined in the Employment Agreement), other than under circumstances constituting a “Qualifying Termination” (as discussed below), and subject to her execution of a release, Ms. Janzen would be entitled to:

Under the Employment Agreement, upon a “Qualifying Termination,” meaning (a) a termination within two years after a Change of Control by the Company or its successor without Cause or by Ms. Janzen for Good Reason or (b) within 6 months prior to the Change of Control at the request of a third party involved in a Change of Control or otherwise in connection with or in anticipation of a Change of Control (which termination is referred to as an “Anticipatory Change of Control Termination”), and, in any case, subject to her execution of a release, Ms. Janzen would be entitled to:

 

In the event of a Qualifying Termination, Ms. Janzen’s equity awards will be treated in accordance with the terms of the applicable plans and agreements. In the event of an Anticipatory Change in Control Termination, however, her equity and equity-based awards will remain outstanding until the earliest of the date that is 6 months after the termination, the date a Change of Control occurs or the expiration date of the award. She is not entitled to duplicate benefits for both a termination prior to a Change of Control and a Qualifying Termination.

 

Finally, the Employment Agreement requires Ms. Janzen to enter into a restrictive covenant agreement that provides for perpetual non-disclosure and non-disparagement covenants and 12-month post-employment noncompetition, non-solicitation and non-hire covenants.

 

(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.