Document


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 9, 2018


UNIFIRST CORPORATION
(Exact Name of Registrant as Specified in Charter)


Massachusetts
 
001-08504
 
04-2103460
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)


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:

[ ]
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
[ ]
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 9, 2018, 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 2021 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified and the election of Steven S. Sintros as a Class II Director, nominated by the Board of Directors, to serve until the 2020 Annual Meeting of Shareholders and until his successor is 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 November 30, 2017 (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 three years, and (4) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 25, 2018. 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 2021 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified and the election of one Class II Director, nominated by the Board of Directors, to serve until the 2020 Annual Meeting of Shareholders and until his successor is duly elected and qualified.

 
Common Stock
 
Class B Common Stock
 
 

Broker
 
 
 
Broker
 
For
Withheld
Non-Votes
 
For
Withheld
Non-Votes
Kathleen M. Camilli
13,580,929
97,024
778,110
 
—
—
—
Michael Iandoli
13,514,205
163,748
778,110
 
46,427,740
502,920
—
Steven S. Sintros
12,383,067
1,294,886
778,110
 
46,427,740
502,920
—

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.

Common Stock
 
Class B Common Stock
 
 
 
Broker
 
 
 
 
Broker
For
Against
Abstain
Non-Votes
 
For
Against
Abstain
Non-Votes
13,525,190
132,813
19,950
778,110
 
46,930,660
—
—
—

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.

Common Stock
 
Class B Common Stock
 
 
 
 
Broker
 
 
 
 
 
Broker
1 Year
2 Years
3 Years
Abstain
Non-Votes
 
1 Year
2 Years
3 Years
Abstain
Non-Votes
9,198,121
7,608
4,457,312
14,912
778,110
 
1,202,920
—
45,727,740
—
—

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 three years, 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 three years.





Proposal 4: Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 25, 2018.

Common Stock
 
Class B Common Stock
 
 
 
Broker
 
 
 
 
Broker
For
Against
Abstain
Non-Votes
 
For
Against
Abstain
Non-Votes
14,405,646
41,225
9,192
—
 
46,930,660
—
—
—





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.


UNIFIRST CORPORATION


Date: January 16, 2018
By:
/s/ Steven S. Sintros
 
 
Steven S. Sintros
 
 
President and Chief Executive Officer
 
 
 
 
By:
/s/ Shane O’Connor
 
 
Shane O’Connor
 
 
Senior Vice President and Chief Financial Officer