UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 10, 2023
UNIFIRST CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts | 001-08504 | 04-2103460 | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
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68 Jonspin Road, Wilmington, Massachusetts | 01887 | ||
(Address of Principal Executive Offices) | (Zip Code) | ||
Registrant’s Telephone Number, Including Area Code: (978) 658-8888
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 Instructions A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Common Stock, $0.10 par value per share | UNF | New York Stock Exchange |
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 ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders of UniFirst Corporation (the “Company”) held on January 10, 2023, the Company’s shareholders voted on and approved (1) the election of (i) Thomas S. Postek, Steven S. Sintros and Raymond C. Zemlin as Class II Directors, each to serve for a term of three years until the 2026 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, (ii) Joseph Nowicki as Class I Director, to serve for a term of one year until the 2024 Annual Meeting of Shareholders and until his successor is duly elected and qualified, and (iii) Sergio A. Pupkin as Class III Director, to serve for a term of two years until the 2025 Annual Meeting of Shareholders and until his successor is duly elected and qualified and (2) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 26, 2023. 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 (i) three Class II Directors, nominated by the Board of Directors, each to serve for a term of three years until the 2026 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, (ii) one Class I Director, nominated by the Board of Directors, to serve for a term of one year until the 2024 Annual Meeting of Shareholders and until his successor is duly elected and qualified, and (iii) one Class III Director, nominated by the Board of Directors, to serve for a term of two years until the 2025 Annual Meeting of Shareholders and until his successor is duly elected and qualified .
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| Common Stock |
| Class B Common Stock | ||||
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| Broker |
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| For | Withheld | Non-Votes |
| For | Withheld | Non-Votes |
Thomas S. Postek | 13,485,385 | 494,541 | 415,505 |
| 32,782,310 | 1,409,630 | — |
Steven S. Sintros | 13,750,394 | 229,532 | 415,505 |
| 33,459,090 | 732,850 | — |
Raymond C. Zemlin | 9,475,997 | 4,503,929 | 415,505 |
| 33,459,090 | 732,850 | — |
Joseph Nowicki | 13,901,165 | 78,761 | 415,505 |
| 34,045,170 | 146,770 | — |
Sergio A. Pupkin | 13,901,437 | 78,489 | 415,505 |
| — | — | — |
Based on the votes set forth above, (i) each of the three nominees listed above was duly elected as a Class II Director to serve for a term of three years until the 2026 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, (ii) the one nominee listed above was duly elected as a Class I Director to serve for a term of one year until the 2024 Annual Meeting of Shareholders and until his successor is duly elected and qualified and (iii) the one nominee listed above was duly elected as a Class III Director to serve for a term of two years until the 2025 Annual Meeting of Shareholders and until his successor is duly elected and qualified.
Proposal 2: Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 26, 2023.
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Common Stock |
| Class B Common Stock | ||||||
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| Broker |
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For | Against | Abstain | Non-Votes |
| For | Against | Abstain | Non-Votes |
14,060,178 | 333,801 | 1,452 | — |
| 34,191,940 | — | — | — |
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 26, 2023 was duly ratified by the Company’s shareholders.
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: January 17, 2023 |
| 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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