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 12, 2021
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 |
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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).
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 12, 2021, the Company’s shareholders voted on and approved (1) the election of Kathleen M. Camilli and Michael Iandoli as Class I Directors, nominated by the Board of Directors, each to serve for a term of three years until the 2024 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 Company’s Proxy Statement filed with the Securities and Exchange Commission on December 3, 2020 (the “Proxy Statement”) and (3) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 28, 2021. 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 2024 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified.
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| Common Stock |
| Class B Common Stock | ||||
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| Broker |
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| Broker |
| For | Withheld | Non-Votes |
| For | Withheld | Non-Votes |
Kathleen M. Camilli | 13,943,817 | 188,548 | 478,185 |
| — | — | — |
Michael Iandoli | 12,993,692 | 1,138,673 | 478,185 |
| 35,788,960 | — | — |
Based on the votes set forth above, each of the nominees listed above was duly elected as a Class I Director to serve for a term of three years until the 2024 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 |
| Class B Common Stock | ||||||
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| Broker |
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| Broker |
For | Against | Abstain | Non-Votes |
| For | Against | Abstain | Non-Votes |
13,527,128 | 575,170 | 30,067 | 478,185 |
| 35,788,960 | — | — | — |
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: Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 28, 2021.
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Common Stock |
| Class B Common Stock | ||||||
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| Broker |
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| Broker |
For | Against | Abstain | Non-Votes |
| For | Against | Abstain | Non-Votes |
14,507,616 | 95,602 | 7,332 | — |
| 35,088,960 | — | 700,000 | — |
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 28, 2021 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 15, 2021 |
| 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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| By: | /s/ Shane O’Connor |
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| Shane O’Connor |
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| Executive Vice President and Chief Financial Officer |