UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Check the appropriate box:
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Preliminary Proxy Statement | |
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☒ | Definitive Proxy Statement |
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☐ | Soliciting Material |
UNIFIRST CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
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UNIFIRST CORPORATION
68 Jonspin Road
Wilmington, Massachusetts 01887
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On Tuesday,
JanuaryThe Annual Meeting of Shareholders (the “Annual Meeting”) of UniFirst Corporation (the “Company”) will be held as a virtual meeting via live webcast on the Internet at the corporate offices of the Company located at 68 Jonspin Road, Wilmington, Massachusetts 01887www.meetingcenter.io/201741564 on Tuesday, January 9, 201812, 2021 at 10:9:00 A.M. Eastern Time for the following purposes:
1. | To elect two Class I Directors, nominated by the Board of Directors, each to serve for a term of three years until the |
2. | To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as more fully described in the accompanying Proxy Statement; |
3. | |
To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August |
4 | To consider and act upon any other matters which may properly come before the meeting or any adjournment or postponement thereof. |
Proposal 1 above relates solely to the election of two Class I Directors and one Class II Director of the Company nominated by the Board of Directors and does not include any other matters relating to the election of directors, including, without limitation, the election of directors nominated by any shareholder of the Company.
The Board of Directors has fixed the close of business on November 15, 201713, 2020 as the record date for the Annual Meeting. All shareholders of record on that date are entitled to receive notice of and to vote at the meeting.
Under Securities and Exchange Commission rules, the Company is providing access to the proxy materials for the Annual Meeting to shareholders via the Internet. Accordingly, you can access the proxy materials and vote at www.edocumentview.com/UNFwww.investorvote.com. Instructions for accessing the proxy materials and voting are described below and in the Annual Shareholder Meeting Notice (the “Notice”) that you received. Please review the proxy materials prior to voting.
Due to the public health impact of the COVID-19 pandemic and to protect the health of our shareholders and employees, we are pleased to provide shareholders with the opportunity to participate in the Annual Meeting online via the Internet. We will provide a live webcast of the Annual Meeting at
Your vote is very important. PleaseIf you hold your shares in your own name as a holder of record with our transfer agent, you may vote by one of the following methods:
1. | BY INTERNET, by going to the Internet web address www.envisionreports.com/UNF |
2. | BY TELEPHONE, if you received printed copies of the proxy materials by mail in accordance with the instructions in the Notice, by dialing 1-800-652-VOTE (8683) within the United States, U.S. territories, and Canada any time on a touch tone telephone and following the instructions provided by the recorded message. In order to vote via telephone, you must use the numbers provided in the proxy card. |
3. | BY PROXY CARD, if you received printed copies of the proxy materials by mail in accordance with the instructions in the Notice, by completing, dating, signing, and returning the proxy card in the postage-prepaid envelope provided. If you vote by Internet or telephone, please do not mail your proxy card. |
If you attendare a stockholder of record and participate in the Annual Meeting, you may vote in person by ballotat the Annual Meeting even if you have previously voted by Internet, by telephone or by returning your proxy card. Any proxy may be revoked by delivery of a later dated proxy.
If your shares are held by a broker, bank or other nominee in street name, please follow the instructions you receive from your broker, bank or other nominee to have your shares voted.
By Order of the Board of Directors, | |
SCOTT C. CHASE, Secretary |
Wilmington, Massachusetts
December 3, 2020
YOUR VOTE IS IMPORTANT.
WHETHER OR NOT YOU EXPECT TO68 Jonspin Road
Wilmington, Massachusetts 01887
PROXY STATEMENT FOR 2018
to be held on January 9, 2018
at 10:9:00 A.M. Eastern Time via live webcast on the Internet at thewww.meetingcenter.io/201741564corporate offices of UniFirst Corporation.
General Information
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of UniFirst Corporation (the “Company”, “UniFirst”, “we”, “our” or “us”) for use at the 20182021 Annual Meeting of Shareholders to be held on Tuesday, January 9, 201812, 2021 (the “Annual Meeting”) and at any adjournments or postponements thereof. This Proxy Statement and the accompanying Notice of Annual Meeting of Shareholders are first being made available to shareholders on or about November 30, 2017.
The Board of Directors has fixed the close of business on November 15, 201713, 2020 as the “Record Date” for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. As of the close of business on the Record Date, there were outstanding and entitled to vote 15,468,71415,230,319 shares of common stock, par value $0.10 per share (“Common Stock”), and 4,815,5193,643,009 shares of Class B common stock, par value $0.10 per share (“Class B Common Stock”). Transferees after such date will not be entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to ten votes per share.
As more fully described in this Proxy Statement, the purposes of the Annual Meeting are (1) to elect two Class I Directors nominated by the Board of Directors, each to serve for a term of three years until the 20212024 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, and to elect one Class II Director nominated by the Board of Directors to serve a term of two years until the 2020 Annual Meeting of Shareholders and until his successor is duly elected and qualified; (2) to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as more fully described in this Proxy Statement; (3) to approve, on a non-binding, advisory basis, the frequency of future non-binding, advisory votes on the compensation of the Company’s named executive officers; (4) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 25, 2018;28, 2021; and (5)(4) to consider and act upon any other matters which may properly come before the Annual Meeting or any adjournment or postponement thereof.
With respect to the election of two Class I Directors, (1) a plurality of the votes cast by holders of shares of Common Stock, voting separately as a single class and represented in person or by proxy at the Annual Meeting and entitled to vote thereon, is required to elect Kathleen M. Camilli and (2) a plurality of the votes cast by holders of shares of Common Stock and Class B Common Stock, voting together as a single class and represented in person or by proxy at the Annual Meeting and entitled to vote thereon, is required to elect Michael Iandoli. With respect to the election of one Class II Director, a plurality of the votes cast by holders of shares of Common Stock and Class B Common Stock, voting together as a single class and represented in person or by proxy at the Annual Meeting and entitled to vote thereon, is necessary to elect Steven S. Sintros.Iandoli. Votes may be cast “For” or “Withhold” onwith respect to the election of each of Ms. Camilli and Messrs. Iandoli and Sintros.Mr. Iandoli. With respect to the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers, the 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, the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm and each other matter expected to be voted upon at the Annual Meeting, the affirmative vote of a majority of the votes cast by holders of shares of Common Stock and Class B Common Stock, voting together as a single class and represented in person or by proxy at the Annual Meeting and entitled to vote thereon, is required for approval. Votes may be cast “For”, “Against” or “Abstain” on the proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers and the proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 25, 2018. Votes may be cast for a frequency of every year (box “1 Year” on the proxy card), every two years (box “2 Years” on the proxy card) or every three years (box “3 Years” on the proxy card) or
The representation in person or by proxy of at least a majority of all Common Stock and Class B Common Stock issued, outstanding and entitled to vote at the Annual Meeting shall constitute a quorum for the transaction of business. Consistent with applicable law, the Company intends to count abstentions and broker non-votes for the purpose of determining the presence or absence of a quorum for the transaction of business. A broker “non-vote” refers to shares held by a broker or nominee that does not have the authority, either express or discretionary, to vote on a particular matter. Any shares not voted (whether by abstention, broker non-vote or otherwise) will have no impact on the election of Directors, except to the extent that in a contested election the failure to vote for an individual results in another individual receiving a larger percentage of votes, and no impact on the proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers the proposal to approve,and no impact on a non-binding, advisory basis, the frequency of future non-binding, advisory votes on the compensation of the Company’s named executive officers, or the proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 25, 201828, 2021 or any other matter which may properly come before the Annual Meeting or any adjournment or postponement thereof.
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Due to the public health impact of the COVID-19 pandemic and to protect the health of our shareholders and employees, we are pleased to provide shareholders with the opportunity to participate in the Annual Meeting online via the Internet. We will provide a live webcast of the Annual Meeting atwww.meetingcenter.io/201741564. To be admitted to the Annual Meeting, you must enter the numbers provided in the shaded bar of the Notice. The password for the meeting is UNF2021. If your shares are held by a broker, bank or other nominee in street name, you may contact the broker, bank or other nominee if you have questions about obtaining the numbers you will need to be admitted to the Annual Meeting.
Your vote is very important. PleaseIf you hold your shares in your own name as a holder of record with our transfer agent, you may vote by one of the following methods:
1. | BY INTERNET, by going to the Internet web address www.envisionreports.com/UNF |
2. | BY TELEPHONE, if you received printed copies of the proxy materials by mail in accordance with the instructions in the Notice, by dialing 1-800-652-VOTE (8683) within the United States, U.S. territories, and Canada any time on a touch tone telephone and following the instructions provided by the recorded message. In order to vote via telephone, you must use the numbers provided in the proxy card. |
3. | BY PROXY CARD, if you received printed copies of the proxy materials by mail in accordance with the instructions in the Notice, by completing, dating, signing, and returning the proxy card in the postage-prepaid envelope provided. If you vote by Internet or telephone, please do not mail your proxy card. |
If you attendare a stockholder of record and participate in the Annual Meeting, you may vote in person by ballotat the Annual Meeting even if you have previously voted by Internet, by telephone or by returning your proxy card. Any proxy may be revoked by delivery of a later dated proxy.
If your shares are held by a broker, bank or other nominee in street name, please follow the instructions you receive from your broker, bank or other nominee to have your shares voted.
Shares represented by a properly executed proxy received prior to the times above and not revoked will be voted at the Annual Meeting as directed on the proxy. If a properly executed proxy is submitted and no instructions are given, the proxy (1) will be voted “For” the election of each of the two nominees for Class I Director of the Company named in this Proxy Statement, each to serve for a term of three years until the 20212024 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, and will be voted “For” the election of the nominee for Class II Director named in this Proxy Statement to serve for a term of two years until the 2020 Annual Meeting of Shareholders and until his successor is duly elected and qualified, (2) willwill be voted “For” the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers (3) will be voted for a frequency of “Every 3 Years” for holding future say-on-pay votes on the compensation of the Company’s named executive officers, and (4)(3) will be voted “For” 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, 2018.28, 2021. It is not anticipated that any matter other than those set forth in this Proxy Statement will be presented at the Annual Meeting. If other matters are presented, proxies will be voted in accordance with the discretion of the proxy holders. The Board of Directors recommends a vote (1) “For” the election of each of the two nominees for Class I Director of the Company named in this Proxy Statement, each to serve for a term of three years until the 20212024 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, and “For” the election of the nominee for Class II Director named in this Proxy Statement to serve for a term of two years until the 2020 Annual Meeting of Shareholders and until his successor is duly elected and qualified, (2) “For”
A shareholder of record may revoke a proxy at any time before it has been exercised by (1) filing a written revocation with the Secretary of the Company at the address of the Company set forth above, (2) properly casting a new vote via the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities, (3) filing a duly executed proxy bearing a later date, or (4) appearingparticipating in personthe Annual Meeting and voting by ballot at the Annual Meeting. Any shareholder of record as of the Record Date attending the Annual Meeting may vote in personat the Annual Meeting whether or not a proxy has been previously given, but the presenceparticipation (without further action) of a shareholder at the Annual Meeting will not constitute revocation of a previously given proxy. Any written revocation of a proxy should be sent so as to be delivered to UniFirst Corporation, 68 Jonspin Road, Wilmington, MA 01887, Attention: Secretary prior to the vote at the Annual Meeting.
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If your shares are held through a broker, bank or other nominee and you instructed your broker, bank or other nominee to vote your shares by following the instructions that the broker, bank or other nominee provided to you, you may change your voting instructions by submitting new voting instructions to your broker, bank or other nominee.
The expense of this proxy solicitation will be borne by the Company. In addition to the solicitation of proxies by mail, on the Internet website websites www.edocumentview.com/UNF and www.investorvote.comwww.envisionreports.com/UNF and by telephone, the Directors, officers and employees of the Company may also solicit proxies personally, by telephone or by mail without special compensation for such activities. The Company may also request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send proxy material to and obtain proxies from such beneficial owners. The Company will reimburse such holders for their reasonable expenses in connection therewith.
The Company’s 20172020 Annual Report to Shareholders, including the Company’s audited financial statements for the fiscal year ended August 26, 2017,29, 2020 (the “2020 fiscal year”), is being made available to shareholders concurrently with this Proxy Statement at www.edocumentview.com/UNF and www.investorvote.comwww.envisionreports.com/UNF.
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ELECTION OF DIRECTORS
The Board of Directors of the Company is currently composed of seven members, divided into three classes of two, three and two directors, respectively. Generally, one class is elected each year at the Annual Meeting of Shareholders and the Directors in each class serve for a term of three years and until their respective successors are duly elected and qualified. As the term of one class expires, a successor class is elected at each Annual Meeting of Shareholders.
At the Annual Meeting, two Class I Directors will be elected to serve until the 20212024 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified and one Class II director will be elected to serve until the 2020 Annual Meeting of Shareholders and until his successor is duly elected and qualified. The Board of Directors has nominated Kathleen M. Camilli as a Class I Director to be elected by holders of Common Stock, voting separately as a single class, and has nominated Michael Iandoli as a Class I Director and Steven S. Sintros as a Class II Director, to be elected by holders of Common Stock and Class B Common Stock, voting together as a single class (collectively, the “Nominees”).
The Board of Directors has determined that Ms. Camilli and Mr. Iandoli are “independent” under the rules of the New York Stock Exchange.
Unless otherwise instructed, the persons named in the proxy will vote the shares to which the proxy relates “FOR” the election of the Nominees to the Board of Directors. While the Company has no reason to believe that any of the Nominees will be unable to serve as a Director, in the event any of the Nominees should become unavailable to serve at the time of the Annual Meeting, it is the intention of the persons named in the proxy to vote such proxy for such other person or persons as the Board of Directors may recommend.
Vote Required
The affirmative vote of a plurality of the votes cast by holders of shares of Common Stock, voting separately as a single class and represented in person or by proxy at the Annual Meeting and entitled to vote thereon, is required to elect Ms. Camilli. The affirmative vote of a plurality of the votes cast by holders of shares of Common Stock and Class B Common Stock, voting together as a single class and represented in person or by proxy at the Annual Meeting and entitled to vote thereon, is required to elect Messrs. Iandoli and Sintros.
Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF KATHLEEN M. CAMILLI AND MICHAEL IANDOLI AS CLASS I DIRECTORS AND “FOR” THE ELECTION OF STEVEN S. SINTROS AS A CLASS II DIRECTOR.
Information Regarding Nominees and Directors
The following table sets forth certain information with respect to the two nominees for election as Class I Directors and the one nominee for election as a Class II Director at the Annual Meeting and those continuing Directors of the Company whose terms expire at the Annual Meetings of Shareholders in 20192022 and 2020,2023, based on information furnished to the Company by each Director.
Class I Nominees for Election at 2021 Annual Meeting – Nominated to Serve for a Term that Expires in 2024 |
| Age |
| Director Since |
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Kathleen M. Camilli (1) |
| 61 |
| 2012 |
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Ms. Camilli has served as Director of the Company since January 2012. She is Founder and Principal of Camilli Economics, LLC, which provides clients, including corporations and investment organizations, with “real world” economic guidance for smart business and financial decisions. Ms. Camilli has served on the Board of Directors of AGF Management Limited, an investment management firm listed on the Toronto Stock Exchange, since June 2015. Ms. Camilli served on the Board of Directors of MASSBANK Corp., a bank holding company, from 2003 to 2008. Ms. Camilli brings to the Board of Directors her substantial experience as an economist for several of the leading financial institutions in the world. |
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Class I Nominees for Election at 2021 Annual Meeting – Nominated to Serve for a Term that Expires in 2024 |
| Age |
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| 75 |
| 2007 | |
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Mr. Iandoli has served as Director of the Company since 2007. He currently consults with various businesses in the areas of staffing and managed service programs. He previously served as Chief Executive Officer of PEAK Technical Staffing USA, a provider of technical staffing, from August 2013 to April 2020. Mr. Iandoli previously served as Director of Strategic Staffing at PEAK Technical Staffing USA from 2007 to August 2013. He served for over 30 years as a senior executive and President of TAC Worldwide Companies, a billion dollar international contract labor firm serving the automotive and high-tech industries. Mr. Iandoli was President of the Executive Committee at the Larz Anderson Auto Museum from 2007 to January 2014. Mr. Iandoli brings to the Board of Directors his extensive executive leadership and operational experience. |
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Class III Continuing Directors - Term Expires in 2022 |
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Phillip L. Cohen (1) |
| 89 |
| 2000 |
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Mr. Cohen has served as Director of the Company since 2000. He was elected Chair of the Audit Committee in 2003. Mr. Cohen has more than 39 years of accounting, auditing and financial reporting experience in a broad range of industries. He was a partner with international accounting firm Arthur Andersen & Co. LLP from 1965 until his retirement in 1994 and has been a corporate director of several firms (Nortek, Inc., Bike Athletic Co., S/R Industries, Inc.), financial consultant and private trustee since that date. He is a former Director and Treasurer of the Greater Boston Convention and Visitors Bureau and is a Director of Kazmaier Associates, Inc. Mr. Cohen brings to the Board of Directors his extensive public accounting and financial industry experience. |
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Cynthia Croatti |
| 65 |
| 1995 |
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Ms. Croatti joined the Company in 1980. Ms. Croatti is an Executive Vice President and her primary focus is on advancing key initiatives aimed at enhancing the Company’s culture, branding, and long-term strategy. During her tenure at the Company, she previously had primary responsibility for overseeing the human resources and purchasing functions. Ms. Croatti has served as a Director since 1995 and previously served as Treasurer. Ms. Croatti brings to the Board of Directors her detailed knowledge of the Company and the Company’s industry and her executive leadership experience. |
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Class II Continuing Directors – Term Expires in 2023 |
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Thomas S. Postek |
| 78 |
| 2008 |
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Mr. Postek has served as Director of the Company since 2008. He is a CFA charter holder and has been affiliated with CIBC Private Wealth Management and its predecessor. Mr. Postek was a member of the Board of Directors of Lawson Products, Inc., a publicly traded distributor of fasteners and other industrial supplies from 2005 to May 2019. From 1986 to 2001, Mr. Postek was a partner and principal of William Blair & Company, LLC. Mr. Postek brings to the Board of Directors extensive financial industry experience as well as a long-standing understanding of the Company’s industry and its competitors. |
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Steven S. Sintros |
| 47 |
| 2017 |
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Mr. Sintros joined the Company in 2004. Mr. Sintros has served as our President and Chief Executive Officer and a Director since July 2017. He has overall responsibility for management of the Company. He previously served as our Chief Financial Officer from January 2009 until January 2018. Prior to taking the role of Chief Financial Officer, Mr. Sintros held various financial roles within the Company. Mr. Sintros brings to the Board his executive leadership experience and his significant knowledge of, and experience with, the Company and its industry. |
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Class I Nominees for Election at 2018 Annual Meeting - Nominated to Serve for a Term that Expires in 2021 | Age | Director Since | ||
| Kathleen M. Camilli (1) | 58 | 2012 | ||
Ms. Camilli has served as Director of the Company since January 2012. She is Founder and Principal of Camilli Economics, LLC, which provides clients, including corporations and investment organizations, with “real world” economic guidance for smart business and financial decisions. Ms. Camilli has served on the Board of Directors of AGF Management Limited, an investment management firm listed on the Toronto Stock Exchange, since June 2015. Ms. Camilli served on the Board of Directors of MASSBANK Corp., a bank holding company, from 2003 to 2008. Ms. Camilli brings to the Board of Directors her substantial experience as an economist for several of the leading financial institutions in the world. | ||||
| Michael Iandoli | 72 | 2007 | ||
Mr. Iandoli has served as Director of the Company since 2007. He has been Chief Executive Officer of PEAK Technical Staffing USA, a provider of technical staffing, since August 2013. Mr. Iandoli previously served as Director of Strategic Staffing at PEAK Technical Staffing USA from 2007 to August 2013. He served for over 30 years as a senior executive and President of TAC Worldwide Companies, a contract labor firm serving the automotive and high-tech industries. Mr. Iandoli was President of the Executive Committee at the Larz Anderson Auto Museum from 2007 to January 2014. Mr. Iandoli brings to the Board of Directors his extensive executive leadership and operational experience. | ||||
Class II Continuing Directors – Term Expires in 2023 |
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Raymond C. Zemlin |
| 65 |
| 2017 |
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Mr. Zemlin has served as Director of the Company since January 2017 and as Chairman of the Board since October 2017. Mr. Zemlin was a partner in the law firm Goodwin Procter LLP until his retirement in September 2017. Mr. Zemlin joined Goodwin Procter LLP in 1980 and became a partner in 1988. While at Goodwin Procter LLP, he focused primarily on securities law, mergers and acquisitions, corporate finance and governance matters for public companies. Mr. Zemlin brings to the Board of Directors an in-depth knowledge of the Company and the industries in which it operates combined with over 35 years of legal expertise and experience. |
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| Class II Nominee for Election at 2018 Annual Meeting - Nominated to Serve for a Term that Expires in 2020 | Age | Director Since | ||
| Steven S. Sintros | 44 | 2017 | ||
Mr. Sintros joined our Company in 2004. Mr. Sintros has served as our President and Chief Executive Officer and a Director since July 2017. He also has served as our Chief Financial Officer since January 2009. He has overall responsibility for management of the Company including oversight of the financial functions. Mr. Sintros served as a Finance Manager in 2004 and Corporate Controller from 2005 until January 2009. | ||||
| Class III Continuing Directors – Term Expires in 2019 | Age | Director Since | ||
| Phillip L. Cohen (1) | 86 | 2000 | ||
Mr. Cohen has served as Director of the Company since 2000. He was elected Chair of the Audit Committee in 2003. Mr. Cohen has more than 39 years of accounting, auditing and financial reporting experience in a broad range of industries. He was a partner with international accounting firm Arthur Andersen & Co. LLP from 1965 until his retirement in 1994 and has been a corporate director of several firms (Nortek, Inc., Bike Athletic Co., S/R Industries, Inc.), financial consultant and private trustee since that date. He is a former Director and Treasurer of the Greater Boston Convention and Visitors Bureau and is a Director of Kazmaier Associates, Inc. Mr. Cohen brings to the Board of Directors his extensive public accounting and financial industry experience. | ||||
| Cynthia Croatti | 62 | 1995 | ||
Ms. Croatti joined the Company in 1980. She has served as Director since 1995, Treasurer since 1982 and Executive Vice President since 2001. In addition, she has primary responsibility for overseeing the human resources and purchasing functions of the Company. Ms. Croatti brings to the Board of Directors her detailed knowledge of the Company and the Company’s industry and her executive leadership experience. | ||||
| Class II Continuing Directors – Term Expires in 2020 | Age | Director Since | ||
| Thomas S. Postek | 75 | 2008 | ||
Mr. Postek has served as Director of the Company since 2008. He is a CFA charter holder and has been affiliated with CIBC Atlantic Trust and its predecessor. Mr. Postek is a member of the Board of Directors of Lawson Products, Inc., a publicly traded distributor of fasteners and other industrial supplies. From 1986 to 2001, Mr. Postek was a partner and principal of William Blair & Company, LLC. Mr. Postek brings to the Board of Directors extensive financial industry experience as well as a long-standing understanding of the Company’s industry and its competitors. | ||||
| Raymond C. Zemlin | 62 | 2017 | ||
Mr. Zemlin has served as Director of the Company since January 2017. Mr. Zemlin was a partner in the law firm Goodwin Procter LLP until his retirement in September 2017. Mr. Zemlin joined Goodwin Procter LLP in 1980 and became a partner in 1988. While at Goodwin Procter LLP, he focused primarily on securities law, mergers and acquisitions, corporate finance and governance matters for public companies. Mr. Zemlin brings to the Board of Directors an in-depth knowledge of the Company and the industries in which it operates combined with over 35 years of legal expertise and experience. | ||||
(1) | The Company has designated Ms. Camilli and Mr. Cohen as the Directors to be elected by the holders of Common Stock voting separately as a single class. |
Meetings of the Board of Directors and Its Committees
Board of Directors.
The Company’s Board of Directors is divided into three classes, and the members of each class serve for staggered three-year terms. The Board is currently composed of two Class I Directors (Ms. Camilli and Mr. Iandoli), three Class II Directors (Messrs. Postek, Sintros and Zemlin) and two Class III Directors (Mr. Cohen and Ms. Croatti). The terms of the continuing ClassAudit Committee.
During theCompensation
Committee. During theNominating and Corporate Governance Committee.
During the8
Directors or shareholders. Such review and consideration is to proceed in accordance with the Company’s By-laws, Corporate Governance Guidelines and Policy Regarding New Director Nominations. See “Other Matters — Shareholder Proposals” for a summary of certain of these requirements. While neither the Board of Directors nor the Nominating and Corporate Governance Committee has a specific policy with respect to diversity, the Policy Regarding New Director Nominations provides that the Nominating and Corporate Governance Committee believes that director candidates should have a background that is complementary to that of the existing Board members so as to provide management and the Board of Directors with a diversity and freshness of views. The Nominating and Corporate Governance Committee is also responsible for developing and recommending to the Board of Directors a set of Corporate Governance Guidelines applicable to the Company and periodically reviewing such guidelines and recommending any changes to those guidelines to the Board of Directors. The current Corporate Governance Guidelines are available on the Company’s website at www.unifirst.com. In addition, the Nominating and Corporate Governance Committee maintains a Policy Regarding New Director Nominations, a current copy of which is available on the Company’s website at www.unifirst.com. Since this policy was adopted, there have been no material changes to the procedures by which shareholders may recommend nominees to the Board of Directors.
Each Director attended at least 75% of all of the meetings of the Board of Directors and of the committees of which the Director was a member held during the last fiscal year. Our Annual Meeting of Shareholders is generally held to coincide with one of the Board’s regularly scheduled meetings. Directors are strongly encouraged to attend the Annual Meeting. Each of the Directors attended the 20172020 Annual Meeting of Shareholders.
Please note that information contained in our website is not incorporated by reference in, or considered to be a part of, this Proxy Statement.
Independence of Board Members
The Board of Directors has determined that each of Messrs. Cohen, Iandoli, Postek and Zemlin and Ms. Camilli is an “independent director” in accordance with the corporate governance rules of the New York Stock Exchange as a result of having no material relationship with the Company other than (1) serving as a Director and a Board Committee member, (2) receiving related fees as disclosed in this Proxy Statement and (3) having beneficial ownership of the Company’s securities as disclosed in the section of this Proxy Statement entitled - “Security Ownership of Management, Directors, Director Nominees and Principal Shareholders.”
Board Leadership Structure
Mr. Sintros was electedserves as our President and Chief Executive Officer and aas Director, in July 2017, and Mr. Zemlin, an independent Director, continued to serveserves as Lead Director, a position to which he was appointed in January 2017.Chairman of the Board. The Board of Directors believes that having independent Board leadership ensures strong independent oversight. Mr. Zemlin presides at all meetings of the Board of Directors and chairs the executive sessions of independent Directors, who regularly meet in executive sessions at which only independent Directors are present. Mr. Zemlin also provides input to Mr. Sintros and makes suggestions regarding meeting agendas. Mr. Zemlin, from time to time, provides feedback to the President and Chief Executive Officer on executive sessions and facilitates discussion among the independent Directors outside of meetings of the Board of Directors.
Risk Oversight
The Board of Directors is responsible for overseeing the Company’s risk assessment and management function, considering the Company’s major financial risk exposures and evaluating the steps that the Company’s management has taken to monitor and control such exposures. For example, the Board of Directors receives periodic reports from senior management on areas of material risk to the Company, including operational, financial, legal and regulatory and reputational risks. The Company believes that the leadership structure of the Board of Directors supports effective oversight of risk assessment and management.
Risk Considerations in
the Company’sCompensation ProgramsIn connection with the Compensation Committee’s compensation reviews, the Compensation Committee assesses whether the Company’s compensation policies and practices are reasonably likely to have a material adverse effect on the Company. Based on its review, the Compensation Committee believes that the mix and design of the Company’s compensation plans and policies do not encourage employees to assume excessive risk and therefore are not reasonably likely to have a material adverse effect on the Company. In making this determination, the Compensation Committee considered a number of matters, including the following elements of the Company’s executive compensation plans and policies: (1) the Company sets performance goals that the Company believes are reasonable in light of past performance and market conditions; (2) the long-termlong-
9
term vesting for the Company’s equity incentive awards helps to align the interests of management with those of the Company’s shareholders in respect of the Company’s long-term performance; (3) a range of levels of performance under the Company’s cash incentive bonus plans and its CEO incentive equity awardawards results in corresponding levels of compensation under those plans, rather than an “all-or-nothing” approach; and (4) achievement of the targets under the Company’s bonus plans is based on the satisfaction of corporate performance metrics such as revenues, earnings per share and adjusted operating margin, which serves to minimize the impact of excessive risk takingrisk-taking by any individual member of management.
Evaluation Program of the Board of Directors and its Committees
In order to maintain the Company’s governance standards, the Board of Directors, and each committee thereof, is required to undertake annually a formal self-evaluation process. As part of this process, the members of the Board of Directors and each committee thereof evaluate a number of competencies, including, but not limited to, its structure, roles, processes, composition, development, dynamics, effectiveness and involvement.
Meetings of Independent Directors
The independent Directors of the Company meet in executive sessions outside the presence of management. The presiding Director for these meetings is Mr. Zemlin. Any interested party or shareholder who wishes to make their concerns known to the independent Directors may avail themselves of the same procedures provided below under the heading “Communication with the Board of Directors”. The Company’s Audit Committee Complaint Procedure is available on the Company’s website at
www.unifirst.com.Communication with the Board of Directors
Any interested party or shareholder who wishes to communicate with any of the Company’s Directors or the Board of Directors as a group, may do so by writing to the Board of Directors, or such individual Director(s) c/o Chief Financial Officer, UniFirst Corporation, 68 Jonspin Road, Wilmington, MA 01887. The Company recommends that all correspondence be sent via certified U.S. mail, return receipt requested. All correspondence received by the Chief Financial Officer will be forwarded by him promptly to the appropriate addressee(s).
Director Stock Ownership Policy
The Board of Directors adoptedhas a stock ownership policy. Under the policy, Directors are expected to own shares of the Company’s stock having a value at least equal to four times the annual retainer fees for Directors. The policy provides a four-year phase-in period. The Board of Directors believes that this policy helps to align the interests of the Directors with those of the Company’s shareholders.
Policy Against Pledging and Hedging Company Shares
The Board of Directors adoptedhas a policy that generally prohibits a non-employee Director from pledging Company shares without the express prior approval of the Compensation Committee. Similarly, the policy also prohibits a non-employee Director from holding Company shares in a margin account or making such shares held in a brokerage account available as collateral for a margin feature. Based on information furnished to the Company by each non-employee Director, no Company shares owned by any non-employee Director are held in a margin account, serve as collateral for any loan or are subject to any pledge obligation.
Our insider trading policy prohibits our Directors and officers from engaging in transactions of a speculative nature involving our securities. The policy prohibits short sales and other hedging transactions and also generally prohibits transactions involving derivative securities, such as options, calls or puts whose value is derived from the value of our equity securities. The policy prohibits all of our Directors and officers from margining our securities.
10
Security Ownership of Management, Directors, Director Nominees and Principal Shareholders
The following table sets forth as of November 15, 201713, 2020 certain information concerning shares of Common Stock and Class B Common Stock beneficially owned by (i) each Director and Nominee, (ii) each of the named executive officers of the Company inidentified below under the Summaryheading “Summary Compensation Table (other than Mr. Croatti),Table” and (iii) all executive officers, Directors and Nominees as a group (other than Mr. Croatti)(including Michael A. Croatti and William M. Ross), in each case based solely on information furnished by such individuals. Except as otherwise specified, the named beneficial owner has sole voting and investment power. The information in the table reflects shares outstanding of the Company’s Common Stock and Class B Common Stock on November 15, 2017,13, 2020, restricted stock options exercisableunits which are vested as of, or will vest within 60 days after, November 15, 201713, 2020 and stock appreciation rights that were fullywhich are vested as of, or will vest within 60 days after, November 15, 201713, 2020 and are exercisable based on the closing price of the Company’s Common Stock on November 15, 2017.13, 2020.
Name of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
|
| Percentage of All Outstanding Shares(1) |
| Percentage of Voting Power(1) | |
|
| 20,325 |
|
| * |
| * | |
Shane F. O’Connor |
| - |
|
| * |
| * | |
Cynthia Croatti(2)(3) |
|
| 6,000 |
|
| * |
| * |
David M. Katz(2) |
|
| 4,000 |
|
| * |
| * |
David A. DiFillippo(2)(4) |
|
| 19,136 |
|
| * |
| * |
Kathleen M. Camilli(2)(5) |
|
| 6,394 |
|
| * |
| * |
Phillip L. Cohen(2)(5) |
|
| 24,087 |
|
| * |
| * |
Michael Iandoli(2)(5) |
|
| 10,228 |
|
| * |
| * |
Thomas S. Postek(2)(5) |
|
| 41,150 |
|
| * |
| * |
Raymond C. Zemlin(2)(5) |
|
| 6,988 |
|
| * |
| * |
All Directors, Nominees and executive officers as a group(2)(7) (12 persons) |
|
| 192,059 |
|
| 1% |
| 1.2% |
| Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of All Outstanding Shares(1) | Percentage of Voting Power(1) | |||||
| Steven S. Sintros(2) | 8,000 | * | * | |||||
| Cynthia Croatti(2)(4) | 12,000 | * | * | |||||
| David M. Katz(2) | 8,000 | * | * | |||||
| David A. DiFillippo(2)(5) | 19,357 | * | * | |||||
| Kathleen M. Camilli(2)(6) | 4,322 | * | * | |||||
| Phillip L. Cohen(2)(3)(6) | 22,827 | * | * | |||||
| Michael Iandoli(2)(6) | 9,736 | * | * | |||||
| Thomas S. Postek(2)(3)(6) | 39,375 | * | * | |||||
| Raymond C. Zemlin(2)(6) | 2,988 | * | * | |||||
All Directors, Nominees and executive officers as a group(2)(3)(7) (11 persons) | 185,606 | * | 1.0 | % | ||||
* | Less than 1%. |
(1) | The percentages have been determined in accordance with Rule 13d-3 under the Exchange Act. As of November |
(2) | Includes |
(3) |
Ms. Croatti owns the fully vested stock appreciation rights listed in footnote 2. The information presented does not include any shares owned by Ms. Croatti’s children, as to which shares Ms. Croatti disclaims any beneficial interest. Ms. Croatti is a shareholder and director of each of the general partners of The Queue Limited Partnership and The Red Cat Limited Partnership, which respectively own |
(4) | Mr. DiFillippo owns |
11
(5) | Mr. |
(6) | Mr. Sintros owns 4,327 shares of Common Stock, the fully vested stock appreciation rights listed in footnote 2, 1,508 stock appreciation rights which will vest on November 27, 2020, 1,030 stock appreciation rights which will vest on December 14, 2020, 855 time-based restricted stock units which will vest on November 27, 2020 and 605 time-based restricted stock units which will vest on December 14, 2020. |
(7) | Includes the Directors, Nominees and named executive officers set forth in the table above and the two other executive officers of the |
To the knowledge of the Company, the following are the only beneficial owners of more than 5% of the outstanding shares of Common Stock or Class B Common Stock of the Company as of November 15, 2017.13, 2020. All information presented is based solely on information provided by each beneficial owner.
Name of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
|
| Percentage of All Outstanding Shares(1) |
|
| Percentage of Voting Power(1) |
| |||
BlackRock, Inc.(2) |
|
| 2,282,681 |
|
|
| 12.1 | % |
|
| 4.4 | % |
Vanguard Group Inc.(3) |
|
| 1,491,840 |
|
| 7.9 |
|
| 2.9 |
| ||
The Ronald D. Croatti Trust—1993(4) |
|
| 1,098,770 |
|
|
| 5.8 |
|
|
| 21.3 |
|
The Red Cat Limited Partnership(5) |
|
| 1,015,720 |
|
| 5.4 |
|
| 19.7 |
| ||
River Road Asset Management, LLC(6) |
|
| 829,305 |
|
|
| 4.4 |
|
|
| 1.6 |
|
The Queue Limited Partnership(7) |
|
| 672,974 |
|
| 3.6 |
|
| 13 |
| ||
Cecelia Levenstein(8) |
|
| 542,907 |
|
|
| 2.9 |
|
|
| 8.8 |
|
| Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of All Outstanding Shares(1) | Percentage of Voting Power(1) | ||||||
| BlackRock Inc.(2) | 1,888,176 | 9.3 | % | 3.0 | % | ||||
| The Queue Limited Partnership(3) | 1,735,185 | 8.6 | 27.3 | ||||||
| Vanguard Group Inc.(4) | 1,432,898 | 7.1 | 2.3 | ||||||
| The Estate of Ronald D. Croatti(5) | 1,129,904 | 5.6 | 17.3 | ||||||
| The Red Cat Limited Partnership(6) | 1,015,720 | 5.0 | 16.0 | ||||||
| Wellington Management Group LLP(7) | 968,412 | 4.8 | 1.5 | ||||||
| Janus Henderson Group PLC(8) | 909,126 | 4.5 | 1.4 | ||||||
| Dimensional Fund Advisors LP(9) | 865,518 | 4.3 | 1.4 | ||||||
| Royce & Associates LP(10) | 814,948 | 4.0 | 1.3 | ||||||
| Cecelia Levenstein(11) | 532,164 | 2.6 | 7.2 | ||||||
(1) | The percentages have been determined in accordance with Rule 13d-3 under the Exchange Act. As of November |
(2) | BlackRock Inc. beneficially owns shares of Common Stock representing |
(3) | Vanguard Group Inc. beneficially owns shares of Common Stock representing 9.8% of such class. The address of Vanguard Group Inc. is 100 Vanguard Blvd., Malvern, PA 19355. The Company has relied solely upon information contained in a Schedule 13F filed with the Securities and Exchange Commission by Vanguard Group Inc. on November 16, 2020. |
(4) | The |
(5) | The Red Cat Limited Partnership owns 1,015,717 shares of Class B Common Stock representing 27.9% of such class. The general partner of The Red Cat Limited Partnership is Red Cat Management Associates, Inc., which has sole voting and dispositive power over the shares owned by The Red Cat Limited Partnership. The Ronald D. Croatti Trust—1993 and Cynthia Croatti are the sole shareholders and Carol Croatti and Cynthia Croatti are the directors of Red Cat Management Associates, Inc. In addition, Red Cat Management Associates, Inc. owns 3 shares of Class B Common Stock directly, which are included in the table above. The address of The Red Cat Limited Partnership is c/o UniFirst Corporation, 68 Jonspin Road, Wilmington, MA 01887. |
12
(7) | The Queue Limited Partnership owns 672,775 shares of Class B Common Stock representing 18.5% of such class. The general partner of The Queue Limited Partnership is Queue Management Associates, Inc., which has sole voting and dispositive power over the shares owned by The Queue Limited Partnership. The |
(8) | Ms. Levenstein owns |
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The Compensation Committee of our Board of Directors, in collaboration with management, develops and implements our compensation policies. The Compensation Committee also reviews and establishes the compensation paid to our executive officers. We believe we provide an appropriate and competitive total compensation package to our executive officers through a combination of base salary, annual cash incentive bonuses, long-term equity incentive compensation and broad-based benefits programs. We place significant emphasis on pay for performance-based incentive compensation, which is designed to reward our executive officers based on the achievement of predetermined corporate goals.
This Compensation Discussion and Analysis describes our compensation objectives, policies and practices with respect to our President and Chief Executive Officer, Senior Vice President and Chief Financial Officer, our former Chief Executive Officer, and our other three most highly-compensated executive officers as determined in accordance with applicable Securities and Exchange Commission rules (collectively, our “named executive officers”).
Our named executive officers in fiscal 2020 were Steven S. Sintros, our President and Chief Executive Officer, Shane F. O’Connor, our Senior Vice President and Chief Financial Officer, Cynthia Croatti, our Executive Vice President and Treasurer, David M. Katz, our Senior Vice President, Sales and Marketing, and David A. DiFillippo, our Senior Vice President, Operations. Subsequent to fiscal 2020, our Board of Directors updated the titles of Mr. O’Connor to Executive Vice President and Chief Financial Officer, Ms. Croatti to Executive Vice President, Mr. Katz to Executive Vice President, Sales and Marketing and Mr. DiFillippo to Executive Vice President, Operations.
Objectives of Our Executive Compensation Programs
Our compensation programs for our named executive officers are designed to achieve the following objectives:
attract and retain talented and experienced executives in the highly competitive uniform rental and sales industry;
motivate and reward executives whose knowledge, skills and performance are critical to our success and the furtherance of our long-term strategic plan;
align the interests of our executives and shareholders by motivating executives to increase shareholder value and by rewarding executives when shareholder value increases;
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ensure fairness among our executive officers by recognizing the contributions each executive makes to our success; and
foster a shared commitment among executives by coordinating their corporate and individual goals.
Our Executive Compensation Programs and Plans
We designed our executive compensation programs and plans to achieve the objectives described above. Our executive compensation primarily consists of base salary, annual cash incentive bonuses under an executive bonus plan and CEO Cash Incentive Bonus Plan, or CEO Bonus Plan, that are tied to the achievement of predetermined corporate performance goals, long-term equity incentive compensation and broad-based benefits programs.
Within the context of the overall objectives of our compensation programs, we typically determine the specific amounts of compensation to be paid to each of our named executive officers based on a number of factors:
the performance of our named executive officers in prior years;
the roles and responsibilities of our named executive officers;
the individual experience and skills of our named executive officers;
for each named executive officer, other than our Chief Executive Officer, the evaluations and recommendations of our Chief Executive Officer; and
the amounts of compensation being paid to our other named executive officers.
In addition, we rely on our understanding of the amount of compensation paid by our principal competitors and similarly situated companies to their executives with comparable roles and responsibilities as a market check for the compensation decisions we make.
Each of the primary elements of our executive compensation is discussed in detail below, including a description of how each element fits into the overall compensation of our named executive officers. We also discuss below the amounts of compensation paid to our named executive officers for fiscal 20172020 under each of these elements. In the descriptions below, we highlight particular compensation objectives that we have designed specific elements of our executive compensation program to address. However, it should be noted that we have designed our compensation programs to complement each other and collectively serve all of our executive compensation objectives described above. Accordingly, whether or not specifically mentioned below, we believe that each element of our executive compensation program serves each of our objectives to a greater or lesser extent.
Our CEO Compensation Paid to Our Former Chief Executive Officer in FiscalProgram
In fiscal 2017,
At our request in fiscal 2017, Pearl Meyer prepared and presented to us detailed materials to assist us with the design of our compensation program for Mr. Sintros. As part of its presentation, Pearl Meyer compared the compensation of Mr. Sintros to the compensation of the CEOs of a group of reference companies. These reference companies were Advanced Disposal Services, Inc., Casella Waste Systems, Inc., Cintas Corporation, Comfort Systems USA, Inc., Covanta Holding Corporation, Healthcare Services Group, Inc., Insperity, Inc., Iron Mountain Incorporated, Kforce Inc., MSA Safety Incorporated, Rollins, Inc., Stericycle, Inc., Tetra Tech, Inc., Waste Connections, Inc. and Watts Water Technologies, Inc (the “reference companies”). These reference companies were selected by Pearl Meyer based on comparability to the Company with respect to one or more of revenues, market capitalization, asset size and industry. Pearl Meyer also compared the
14
compensation of Mr. Sintros to a subset of the above-mentioned reference companies (the “subset reference companies”) consisting of Advanced Disposal Services, Inc., Covanta Holding Corporation, Healthcare Services Group, Inc. and Watts Water Technologies, Inc. Pearl Meyer performed the comparison to the subset reference companies because those companies had CEOs with short tenures of three or fewer years, and Mr. Sintros had been with the Company since 1965. Following Mr. Croatti’s death, on July 27, 2017, our board of directors unanimously approved the appointment of Steven S. Sintros, the Company’s Senior Vice President and Chief Financial Officer, as President and Chief Executive Officer effective as of July 31, 2017. Mr. Sintros will continue to serverecently appointed as our Chief Financial Officer untilExecutive Officer.
Based on such comparisons to the reference companies and the subset reference companies, Pearl Meyer proposed a three-year roadmap of increasing compensation for Mr. Sintros such that his target total direct compensation in (1) year one (fiscal 2018) would represent a significant increase over his then current compensation but approximate below the 10th percentile of CEO total direct compensation at both the reference companies and the subset reference companies, (2) year two (fiscal 2019) would approximate the 21st percentile of CEO total direct compensation at the subset reference companies and the 12th percentile of CEO total direct compensation at the reference companies and (3) year three (fiscal 2020) would approximate the 50th percentile of CEO total direct compensation at the subset reference companies and the 30th percentile of CEO total direct compensation at the reference companies. Pearl Meyer noted that total direct compensation consists of base salary, cash incentive bonus and long-term equity awards.
Pearl Meyer recommended a pay mix for Mr. Sintros consisting of base salary, cash incentive bonus and long-term equity awards, which such recommendation we used in connection with the design of our boardCEO compensation program for Mr. Sintros. Following the design of directors appointsthe program, we entered into an Employment Agreement with Mr. Sintros in December 2017 for a new Chief Financial Officer. Our compensation committee has been engagedthree-year term, which is described below.
The amounts we paid Mr. Sintros for fiscal 2020 for base salary, cash incentive bonus and long-term equity awards are described below along with the amounts paid to our other named executive officers in the process offiscal 2020. In determining the compensation that will beof Mr. Sintros for fiscal 2020 described below, we also evaluated the performance of Mr. Sintros in fiscal 2019.
Employment Agreement with Mr. Sintros
On December 14, 2017, we entered into an Employment Agreement with Mr. Sintros, which provides for his employment for a term of three years, subject to earlier termination as set forth in the agreement. The initial annual base salary paid to Mr. Sintros in connection with his service as President and Chief Executive Officer.was $500,000 through the end of fiscal 2018. Thereafter, the base salary payable to Mr. Sintros did notis reviewed on an annual basis consistent with our usual practices for senior executives. In addition, Mr. Sintros is entitled to participate in anyour executive cash bonus plan in the same manner as other senior executives of the Company and our CEO compensation programs, includingBonus Plan.
Mr. Sintros is also entitled to participate in our CEO Cash Incentive Bonus Planlong-term equity incentive program as determined by the Compensation Committee and the Board of Directors.
Under the Employment Agreement, in the event that the Company terminates the employment of Mr. Sintros without cause or our CEO Incentive Equity Award, duringMr. Sintros terminates his employment for good reason, each as defined in the Employment Agreement, Mr. Sintros will be entitled to receive (i) a pro-rated cash bonus, if any, for the fiscal 2017.
Base Salary
We pay our named executive officers a base salary, which we review and determine annually. We believe that a competitive base level of compensation is a necessary element of any compensation program that is designed to attract and retain talented and experienced executive officers who will facilitate the accomplishment of our long-term strategic plan and increase shareholder value. We also believe that attractive base salaries can motivate and reward executive officers for their overall performance. The base salaries paid to our named executive officers reflect the general performance of our named executive officers during prior years, their roles and responsibilities, and their experience, skills and contributions.
The base salaries set forth in the “Summary Compensation Table” below reflect the base salaries earned by our named executive officers in fiscal 2017.2020. We determinedetermined the base salaries of our named executive officers other than Mr. Sintros on a calendar year basis. The base salary for Mr. Sintros was determined on a fiscal year basis pursuant to his Employment Agreement. For fiscal 2020, we increased the annual base salary of Mr. Sintros from $600,000 to $750,000. For calendar 2017,2020, consistent with the recommendation of Mr. Croatti, our former Chief Executive Officer, in January 2017,Sintros, we increased Mr. Sintros’O’Connor’s annual base salary from $379,000$353,425 to $394,157 per year, Cynthia$367,562, Ms. Croatti’s annual base salary from $443,000$503,104 to $465,148 per year, David$523,229, Mr. Katz’s annual base salary from $365,000$412,547 to $379,598 per year$429,049 and David AMr. DiFillippo’s annual base salary from $337,000$379,081 to $350,482 per year. For calendar 2017, we increased Mr. Croatti’s base salary from $786,500 to $825,825 per year.
Consistent with our emphasis on performance incentive compensation programs, our named executive officers are eligible to receive annual cash incentive bonuses primarily based on their performance as measured against predetermined corporate financial goals that we establish. The primary objective of our annual cash incentive bonuses is to motivate our named executive officers and to reward them for meeting our short-term objectives using a performance-based compensation program with objectively determinable goals. Our annual cash incentive bonuses also align the interests of our named executive officers and our shareholders by providing our executives with incentives to increase shareholder value and a reward for doing so. To further incent our formerPresident and Chief Executive Officer, in 2012 we adopted a CEO Cash Incentive Bonus Plan.Plan, under which Mr. Sintros is entitled to participate pursuant to his Employment Agreement. Under the CEO Bonus Plan, our former Chief Executive Officer couldMr. Sintros is eligible to earn an additional bonus based on the achievement of Company-wide performance objectives.
Executive Bonus Plan.
Under our executive bonus plan, our named executive officers have the potential to earn annual cash incentive bonuses at a level that represents a meaningful portion of our named executive officers’ cash compensation. For fiscal 2017,2020, our executive bonus plan provided for potential annual cash incentive bonuses of up to 34% of the named executive officer’s salary earned for the fiscal year. Potential bonus payments under our executive bonus plan are linked to objective criteria set forth in the plan. Our named executive officers can earn annual cash incentive bonuses based on predetermined goals tied to corporate revenues, earnings per share and customer retention.
At the beginning of the fiscal year, we set a fiscal year target for corporate revenues for purposes of our executive bonus plan. Each executive can earn a bonus of up to 10% of his or her salary earned during the fiscal year in question if actual revenues exceed a predetermined percentage of the target revenues. The amount of the bonus depends on the amount by which actual revenues varied from target revenues. To achieve the maximum bonus for the revenues goal, actual revenues must be 101.5% or more of the target revenues. In addition, if actual revenues are less than 99.5% of target revenues, then no bonus would be earned on account of the revenues goal.
At the beginning of the fiscal year, we also set a fiscal year target for consolidated diluted earnings per share (EPS) for purposes of our executive bonus plan. Each executive can earn a bonus of up to 20% of his or her salary earned during the fiscal year in question if actual EPS exceed a predetermined percentage of the target EPS. In addition, the executive bonus plan for fiscal 20172020 included potential adjustments to actual EPS to take into account greater than anticipated Company costs and expenses in excess of $1.0 million associated with claims, litigation, regulatory or environmental matters, healthcare, the Company’scertain expensed costs in excess of expected amounts with respect to our initiative to update itsour customer relationship management (CRM) systems, asset impairment, changes in generally accepted accounting principles impacting operating income, losses, costs or expenses arising from natural catastrophes or similar events and any share buy-backs by the Company.net effect of changes in our weighted average shares outstanding. The amount of the bonus depends on the amount by which actual EPS, subject to potential adjustment, varied from target EPS. To achieve the maximum bonus for the EPS goal, the actual EPS, subject to potential adjustment, must equal or exceed 104% of the target EPS. In addition, if actual EPS, subject to potential adjustment, is less than 96% of target EPS, then no bonus would be earned on account of the EPS goal.
Our executive bonus plan also provides for annual cash incentive bonuses of up to 4% of base salary for our named executive officers based on customer retention, but only if a bonus is otherwise earned with respect to either the revenues goal or the EPS goal.
In establishing our targeted bonus opportunities under the executive bonus plan, we consider the incentives that we want to provide to our executives and our historical practices. For fiscal 2017,2020, we established the following corporate financial goals under our executive bonus plan. With respect to revenues, target revenues were set at $1.555$1.870 billion. Our actual revenues for fiscal 20172020 were $1.591$1.804 billion and our adjusted revenues under the executive bonus plan were $1.805 billion. As a result, based on the percentage achievement levels, the named executive officers earneddid not earn a 10%cash bonus on account of the revenues goal.
With respect to EPS, target EPS for fiscal 20172020 was set at $5.10.$7.70. Our actual EPS for fiscal 20172020 was $3.44. In determining the amount of the bonus earned on account of the EPS goal, we adjusted$7.13 and our actual EPS in accordance with the terms of the plan to take into account certain health care costs and a non-cash impairment charge relating to our CRM project. As a result of such adjustments, we determined that actual adjusted EPS for fiscal 2017under the executive bonus plan was $5.24.$7.33. Based on thatthe percentage achievement level,levels, the named executive officers earneddid not earn a 16% bonus on account of the EPS goal. However, we determined to pay an additional 2%cash bonus on account of the EPS goal because of the impact of certain items resulting from the passing of our former Chief Executive Officer, including additional stock compensation expense that we recognized with respect to the accelerated vesting of a portion of the restricted stock award previously granted to Mr. Croatti.
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With respect to customer retention levels, at our fiscal 2017 revenue growth rate,each of the named executive officers earned a bonus of 4%3% of his or her base salary based on this criterion.
After the Compensation Committee’s discussion regarding achievement levels under the executive bonus plan, the Compensation Committee engaged in further discussion regarding the performance of the named executive officers in fiscal 2020. In particular, the Compensation Committee discussed the performance of the executive team in responding to the COVID-19 pandemic and managing our business and employees. The Compensation Committee determined that the named executive officers provided great leadership in the face of the unprecedented challenges created by the pandemic, which enabled us to continue to provide great service to our customers and to focus on the health and safety of our employees. The Compensation Committee also determined that the achievement levels under the executive bonus plan did not adequately reflect the contributions and performance of the named executive officers during fiscal 2020. The Compensation Committee, after also receiving input from Mr. Sintros in connection with cash bonuses for the named executive officers other than himself, determined to award cash incentive bonuses to the named executive officers in addition to the bonuses under the executive bonus plan in the amount of 17% of each named executive officer’s base salary earned for fiscal 2020. The amounts of such cash incentive bonuses were determined to be as follows: Mr. Sintros: $127,500, Mr. O’Connor: $61,700, Ms. Croatti: $87,831, Mr. Katz: $72,021 and Mr. DiFillippo: $66,178.
As a result of his death during fiscal 2017,the bonuses earned under our former Chief Executive Officer was not eligible to receive an annual cash incentive bonus under the executive bonus plan. For fiscal 2017,plan and the bonuses discussed above, our other named executive officers received the following annual cash incentive bonuses under our executive bonus plan:for fiscal 2020:
Name |
| Bonus |
|
| % of Base Salary |
| |
| $ | 150,000 |
|
| 20.0% |
| |
Shane F. O'Connor |
| $ | 72,588 |
|
| 20.0% |
|
Cynthia Croatti |
| $ | 103,331 |
|
| 20.0% |
|
David M. Katz |
| $ | 84,731 |
|
| 20.0% |
|
David A. DiFillippo |
| $ | 77,857 |
|
| 20.0% |
|
| Name | Bonus | % of Base Salary | ||||
| Steven S. Sintros | $ | 121,804 | 31% | |||
| Cynthia Croatti | $ | 141,687 | 31% | |||
| David Katz | $ | 116,022 | 31% | |||
| David A. DiFillippo | $ | 107,122 | 31% | |||
CEO Bonus Plan.
In addition to the executive bonus plan, Mr. Sintros is entitled to participate in 2012 we adoptedour CEO Bonus Plan pursuant to his Employment Agreement discussed above. Under the CEO Bonus Plan, Mr. Sintros could earn an additional bonus for fiscal 2020 based on the achievement of Company-wide performance objectives. Mr. Sintros was eligible to receive a target cash bonus under the CEO Cash Incentive Bonus Plan.Plan of 35% of his base salary for fiscal 2020. Under the CEO Bonus Plan, each fiscal year we set annual target bonus levels and Company-wide performance goals for our formerPresident and Chief Executive Officer. For fiscal 2017,2020, we set the total bonus levels under the CEO Bonus Plan at a threshold of $750,000,$150,000, a target of $1,125,000$262,500 and a maximum of $1,500,000$395,000 based on the achievement of corresponding levels of revenues and adjusted operating margin. The revenue metric is subject to adjustment to take into account the impact of any deterioration of the Canadian dollar to U.S. dollar exchange rate from 0.75 U.S. dollars to 1.0 Canadian dollar. The adjusted operating margin metric is based on the Company’sour operating income, net of certain non-cash items, including depreciation, intangibles amortization, and stock-based compensation, and subject to adjustments for certain levelsCompany costs and expenses in excess of expenses related to natural catastrophes, wars, terrorism,$1.0 million associated with claims, litigation, regulatory or environmental matters, impairments, energycertain expensed costs healthcarein excess of expected amounts with respect to our initiative to update our CRM systems, asset impairment, changes in generally accepted accounting principles impacting operating income, losses, costs or expenses arising from natural catastrophes or similar events and the CRM project and other matters. net effect of changes in our weighted average shares outstanding.
The total bonus potential under the CEO Bonus Plan is split evenly between the revenues performance goals and the adjusted operating margin performance goals. For fiscal 2017,2020, the revenues performance goals were set at a minimumthreshold goal of $1.550$1.860 billion, a target goal of $1.560$1.870 billion and a maximum goal of $1.570$1.880 billion. For fiscal 2017,2020, the adjusted operating margin performance goals were set at a minimumthreshold goal of 16.0%15.3%, a target goal of 17.0%16.3% and a maximum goal of 18.0%17.3%.
Our actual revenues for fiscal 20172020 were $1.591$1.804 billion and therefore Mr. Croatti earned the maximum bonus on account of this metricour adjusted revenues under the CEO Bonus Plan which would have been $750,000were $1.805 billion. As a result, based on the percentage achievement levels, Mr. Sintros did not earn a cash bonus on account of the revenues goal for the full fiscal year. With respect to the2020.
17
We also determined that our fiscal 2020 adjusted operating margin of 16.1% represented performance goals,at the threshold level and determined that Mr. Sintros had earned a cash bonus of $75,000 with respect to fiscal 2020 adjusted operating margin.
CEO MBO Bonus
In accordance with the terms of our Employment Agreement with Mr. Sintros, we determined that the Company achieved the target performance goal for this metric, whichMr. Sintros would have been $562,500 for the fullbe eligible to receive in fiscal year. As2020 a resultcash bonus of the prorationup to $100,000 (approximately 13% of his base salary) based on the achievement of an MBO. The MBO for Mr. Sintros in fiscal 2020 was to oversee our CRM systems project and ensure that the project stayed on track. We determined that Mr. Sintros achieved this MBO in fiscal 2020 and approved an aggregate cash bonus award dueof $100,000 be paid to his death, Mr. Croatti was awarded a bonus under the CEO Bonus Plan in the amountSintros on account of $974,486 for fiscal 2017.
Long-Term Equity Incentive Compensation
We grant long-term equity incentive awards to our named executive officers as part of our total compensation package. We use long-term equity incentive awards as part of our emphasis on performance-based incentive compensation. Our long-term equity incentive awards align the interests of our named executive officers and our shareholders by providing our executives with incentives to increase shareholder value and a reward for doing so. We generally grant long-term incentive awards once each year to each of our named executive officers other than our former Chief Executive Officer Mr. Croatti. Since Mr. Croatti was granted a CEO incentive equity award in 2016 which is subject to vesting through April 2020, we did not grant Mr. Croatti a separate annual equity award for fiscal 2017.
We awarded time-based stock-settled stock appreciation rights (“SAR”). These and restricted stock units to our named executive officers in fiscal 2020. With respect to SARs, are functionally very similar to non-qualified stock options; in each case, the recipient receives the value (in shares) of the appreciation in the market price of the Company’sour Common Stock from the grant date to the exercise date. Consistent withThe SARs and restricted stock units, other than the vesting schedule ofSARs and restricted stock options granted by us since 2003, the SARsunits awarded to Mr. Sintros in fiscal 2020, are subject to a five-year cliff-vestingvesting schedule underin which the SARs become vested and exercisable in full after five years fromrestricted stock units vest 60% on the third anniversary of the grant date, 20% on the fourth anniversary of the grant date and 20% on the fifth anniversary of the grant date. The SARs expire ten years after the grant date. The Company refersSARs and time-based restricted stock units granted to its non-qualified stock options andMr. Sintros in fiscal 2020 vest in equal annual amounts over a five-year period. We sometimes refer to our SARs collectivelyherein as “Share-Based Awards”.
In fiscal 2017, we granted stock-settled SARs to all of our named executive officers other than Mr. Croatti.
| Number of Securities Underlying SARs |
|
| Exercise or Base Price of SAR Awards ($/Sh) |
| |||
Steven S. Sintros |
|
| 7,414 |
|
| $ | 201.24 |
|
Shane F. O’Connor |
|
| 1,377 |
|
| $ | 201.24 |
|
Cynthia Croatti |
|
| 1,669 |
|
| $ | 201.24 |
|
David M. Katz |
|
| 1,377 |
|
| $ | 201.24 |
|
David A. DiFillippo |
|
| 1,377 |
|
| $ | 201.24 |
|
| Name | Number of Securities Underlying SARs | Exercise or Base Price of SAR Awards ($/Sh) | ||||
| Steven S. Sintros | 4,000 | $ | 119.00 | |||
| Cynthia Croatti | 6,000 | $ | 119.00 | |||
| David Katz | 4,000 | $ | 119.00 | |||
| David A. DiFillippo | 4,000 | $ | 119.00 | |||
In fiscal 2020, we granted the following time-based restricted stock units to Our Former Chief Executive Officerthe following named executive officers:
Number of Time-Based Restricted Stock Units | ||||
Steven S. Sintros | 3,479 | |||
Shane F. O’Connor | 969 | |||
Cynthia Croatti | 1,174 | |||
David M. Katz | 969 | |||
David A. DiFillippo | 969 | |||
In April, 2016,fiscal 2020, we awardedalso granted 2,238 performance-based restricted stock units to Mr. Croatti, our former Chief Executive Officer, 140,000 sharesSintros. The number of performance-based restricted stock (the “Performance Restricted Shares”) pursuant to a restricted stock agreement (the “Award Agreement”). The number of Performance Restricted Sharesunits to be earned by Mr. Croatti depended on whether and the extent to which the Company achieved certain consolidated revenues and adjusted operating margins during fiscal 2020. The performance criteria under the performance-based restricted stock unit award are the same as set forth in the Award Agreement duringcriteria under the performance periods set forth in such agreement, including performance periods relating toCEO Bonus Plan, which are described above under the second half of fiscal 2016 and fiscal 2017 and 2018 (collectively, the “Performance Criteria”).CEO Bonus Plan section. The threshold, target and maximum numbers of Performance Restricted Sharesperformance-based restricted stock units eligible to be earned under the Award Agreementwere 1,244, 1,740 and 2,238, respectively. Performance-based restricted stock units that are 100,000, 120,000 and 140,000, respectively. The Performance Restricted Sharesdetermined to be earned upon achievement of the Performance Criteria would vest in two equal amounts on the third and fourth anniversaries of the grant date provided that Mr. Croatti continuedperformance criteria are fully vested.
18
Subsequent to be employed by us on each such date. At the time of Mr. Croatti’s death in May 2017, 46,666 of the shares had been earned and all 140,000 shares remained unvested. As a result of his death, pursuant to the terms of the Award Agreement, (1) such 46,666 shares that had been previously earned immediately vested, (2) 46,666 shares with respect to future Company performance in fiscal 2018 were not earned and were forfeited and (3) the remainder of the Performance Restricted Shares continued to be outstanding and potentially could be deemed earned and vested based on the Company’s performance for fiscal 2017 and its cumulative performance for the second half of fiscal 2016 and fiscal 2017. In October 2017, the compensation committee2020, we determined that the remaining 46,668 Performance Restricted Shares622 of such performance-based restricted stock units awarded to Mr. Sintros were earned based on the Company’s revenues andour adjusted operating margins and such shares became fully vested.
Broad-Based Benefits Programs and Perquisites
All full-time employees, including our named executive officers, may participate in our health and welfare benefit programs, including medical, dental and vision care coverage, disability insurance, life insurance and the UniFirst Corporation Profit Sharing Plan. In addition, certain of our full-time employees, including our named executive officers, may participate in the UniFirst Corporation Unfunded Supplemental Executive Retirement Plan. In fiscal 2017,2020, our named executive officers also received certain perquisites and personal benefits set forth in the “Summary Compensation Table” below. We provide these benefits to retain and attract talented executives with the skills and experience to further our long-term strategic plan.
Our Executive Compensation Process
The Compensation Committee of our Board of Directors is primarily responsible for establishing the compensation paid to our named executive officers. The Board of Directors has determined that each member of the Compensation Committee is “independent” as that term is defined under the applicable rules of the New York Stock Exchange. In determining executive compensation, our Compensation Committee annually reviews the performance of our named executive officers with our Chief Executive Officer, and our Chief Executive Officer makes recommendations to our Compensation Committee with respect to the appropriate base salary, annual cash incentive bonus payments and grants of long-term equity incentive awards for each of our named executive officers. Our Compensation Committee annually reviews the performance of our Chief Executive Officer and establishes the appropriate base salary, annual cash incentive bonus payments and grants of long-term equity incentive awards to be paid to him. In general, we do not engage in a formal benchmarking process in setting the compensation for our executives. However, as discussed above, we do benchmarkbenchmarked against a comparison groupreference companies and subset reference companies in evaluatingdetermining the periodic CEO incentive equity award.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended August 26, 201729, 2020 for filing with the Securities and Exchange Commission.
Compensation Committee | ||
Michael Iandoli (Chair) Kathleen M. Camilli Phillip L. Cohen Thomas S. Postek Raymond C. Zemlin |
The following table sets forth summary information concerning the annual compensation for the years ended August 26, 2017,29, 2020, August 27, 201631, 2019 and August 29, 2015,25, 2018, respectively, awarded to, earned by or paid to our President and Chief Executive Officer, Senior Vice President and Chief Financial Officer, our former Chief Executive Officer and our other three most highly-compensated executive officers (collectively, for purposes of the tables set forth in this Proxy Statement, our “named executive officers”):
Principal Position(1) |
| Year |
| Salary (2) |
|
| Bonus |
|
| Share- Based Awards (3) |
|
| Stock Awards (4) |
|
| Non- Equity Incentive Plan Compensation |
|
| Change in Pension Value and Nonqualified Deferred Compensation Earnings (5) |
|
| All Other Compensation |
|
|
|
| Total |
| ||||||||
Steven S. Sintros |
| 2020 |
| $ | 750,000 |
|
| $ | 227,500 |
|
| $ | 350,015 |
|
| $ | 700,114 |
|
| $ | 97,500 |
|
| $ | 429,696 |
|
| $ | 32,603 |
|
| (7) |
| $ | 2,587,428 |
|
President and |
| 2019 |
| $ | 611,321 |
|
| $ | 96,000 |
|
| $ | 312,525 |
|
| $ | 1,025,090 |
|
| $ | 438,000 |
|
| $ | 207,254 |
|
| $ | 31,952 |
|
|
|
| $ | 2,722,142 |
|
Chief Executive |
| 2018 |
| $ | 500,000 |
|
| $ | 65,000 |
|
| $ | 249,975 |
|
| $ | 750,089 |
|
| $ | 310,000 |
|
| $ | 55,524 |
|
| $ | 30,362 |
|
|
|
| $ | 1,960,950 |
|
Officer (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shane F. O’Connor |
| 2020 |
| $ | 362,940 |
|
| $ | 61,700 |
|
| $ | 65,008 |
|
| $ | 195,002 |
|
| $ | 10,888 |
|
| $ | 158,872 |
|
| $ | 30,901 |
|
| (9) |
| $ | 885,311 |
|
Senior Vice |
| 2019 |
| $ | 360,996 |
|
| $ | — |
|
| $ | 62,515 |
|
| $ | 187,580 |
|
| $ | 116,886 |
|
| $ | 133,741 |
|
| $ | 33,203 |
|
|
|
| $ | 894,921 |
|
President and Chief |
| 2018 |
| $ | 212,599 |
|
| $ | 180,000 |
|
| $ | 58,783 |
|
| $ | 176,358 |
|
| $ | — |
|
| $ | 144,847 |
|
| $ | 14,553 |
|
|
|
| $ | 787,140 |
|
Financial Officer (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cynthia Croatti |
| 2020 |
| $ | 516,650 |
|
| $ | 87,831 |
|
| $ | 78,793 |
|
| $ | 236,256 |
|
| $ | 15,500 |
|
| $ | 295,967 |
|
| $ | 32,603 |
|
| (10) |
| $ | 1,263,600 |
|
Executive Vice |
| 2019 |
| $ | 516,128 |
|
| $ | — |
|
| $ | 78,759 |
|
| $ | 236,341 |
|
| $ | 167,130 |
|
| $ | 532,128 |
|
| $ | 31,952 |
|
|
|
| $ | 1,562,438 |
|
President and |
| 2018 |
| $ | 476,956 |
|
| $ | — |
|
| $ | 75,001 |
|
| $ | 225,041 |
|
| $ | 152,626 |
|
| $ | 42,126 |
|
| $ | 29,647 |
|
|
|
| $ | 1,001,397 |
|
Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David M. Katz |
| 2020 |
| $ | 423,654 |
|
| $ | 72,021 |
|
| $ | 65,008 |
|
| $ | 195,002 |
|
| $ | 12,710 |
|
| $ | 130,026 |
|
| $ | 32,603 |
|
| (11) |
| $ | 931,024 |
|
Senior Vice |
| 2019 |
| $ | 422,607 |
|
| $ | — |
|
| $ | 62,515 |
|
| $ | 187,580 |
|
| $ | 136,842 |
|
| $ | 140,111 |
|
| $ | 31,952 |
|
|
|
| $ | 981,607 |
|
President, Sales and |
| 2018 |
| $ | 389,234 |
|
| $ | — |
|
| $ | 58,752 |
|
| $ | 176,384 |
|
| $ | 124,555 |
|
| $ | 32,351 |
|
| $ | 30,526 |
|
|
|
| $ | 811,802 |
|
Marketing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David A. DiFillippo |
| 2020 |
| $ | 389,287 |
|
| $ | 66,178 |
|
| $ | 65,008 |
|
| $ | 195,002 |
|
| $ | 11,679 |
|
| $ | 195,434 |
|
| $ | 32,822 |
|
| (12) |
| $ | 955,410 |
|
Senior Vice |
| 2019 |
| $ | 388,894 |
|
| $ | — |
|
| $ | 62,515 |
|
| $ | 187,580 |
|
| $ | 125,929 |
|
| $ | 315,616 |
|
| $ | 31,955 |
|
|
|
| $ | 1,112,489 |
|
President, |
| 2018 |
| $ | 359,379 |
|
| $ | — |
|
| $ | 58,752 |
|
| $ | 176,384 |
|
| $ | 115,001 |
|
| $ | 22,843 |
|
| $ | 30,574 |
|
|
|
| $ | 762,933 |
|
Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position | Year | Salary | Bonus | Share-Based Awards(1) | Stock Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqual- ified Deferred Compen- sation Earnings (2) | All Other Compen- sation | Total | |||||||||||||||||||||||||||||
| Steven S. Sintros | 2017 | $ | 392,916 | $ | 7,858 | $ | 138,560 | $ | — | $ | 113,946 | $ | — | $ | 26,912 | (3) | $ | 680,192 | ||||||||||||||||||||
| President, Chief | 2016 | $ | 379,001 | $ | — | $ | 146,120 | $ | — | $ | 90,960 | $ | 120,304 | $ | 28,000 | $ | 764,385 | |||||||||||||||||||||
| Executive Officer | 2015 | $ | 372,424 | $ | 7,448 | $ | 321,760 | $ | — | $ | 85,658 | $ | 23,596 | $ | 29,514 | $ | 840,400 | |||||||||||||||||||||
| and Chief Financial | ||||||||||||||||||||||||||||||||||||||
| Officer | ||||||||||||||||||||||||||||||||||||||
| Cynthia Croatti | 2017 | $ | 457,056 | $ | 9,141 | $ | 207,840 | $ | — | $ | 132,546 | $ | 12,111 | $ | 28,593 | (4) | $ | 847,287 | ||||||||||||||||||||
| Executive Vice | 2016 | $ | 443,000 | $ | — | $ | 219,180 | $ | — | $ | 106,320 | $ | 326,114 | $ | 28,000 | $ | 1,122,614 | |||||||||||||||||||||
| President and | 2015 | $ | 437,116 | $ | 8,742 | $ | 482,640 | $ | — | $ | 100,537 | $ | 154,782 | $ | 29,217 | $ | 1,213,034 | |||||||||||||||||||||
| Treasurer | ||||||||||||||||||||||||||||||||||||||
David M. Katz | 2017 | $ | 374,265 | $ | 7,485 | $ | 138,560 | $ | — | $ | 108,537 | $ | 19,696 | $ | 28,768 | (5) | $ | 677,311 | ||||||||||||||||||||
| Senior Vice | 2016 | $ | 365,000 | $ | — | $ | 146,120 | $ | — | $ | 87,600 | $ | 101,076 | $ | 28,000 | $ | 727,796 | |||||||||||||||||||||
| President, Sales and | 2015 | $ | 358,423 | $ | 7,168 | $ | 321,760 | $ | — | $ | 82,438 | $ | 35,335 | $ | 29,514 | $ | 834,638 | |||||||||||||||||||||
| Marketing | ||||||||||||||||||||||||||||||||||||||
David A. DiFillippo | 2017 | $ | 345,555 | $ | 6,911 | $ | 138,560 | $ | — | $ | 100,211 | $ | — | $ | 28,735 | (6) | $ | 619,972 | ||||||||||||||||||||
| Senior Vice | 2016 | $ | 337,000 | $ | — | $ | 146,120 | $ | — | $ | 80,880 | $ | 225,076 | $ | 28,000 | $ | 817,076 | |||||||||||||||||||||
| President, Operations | 2015 | $ | 332,500 | $ | 6,650 | $ | 321,760 | $ | — | $ | 76,475 | $ | 85,903 | $ | 29,357 | $ | 852,645 | |||||||||||||||||||||
| Ronald D. Croatti | 2017 | $ | 700,393 | $ | — | $ | — | $ | — | $ | 974,486 | $ | — | $ | 25,720 | (7) | $ | 1,700,599 | ||||||||||||||||||||
| Former Chairman of | 2016 | $ | 786,500 | $ | — | $ | — | $ | 15,558,200 | $ | 1,313,760 | $ | 213,841 | $ | 28,000 | $ | 17,900,301 | |||||||||||||||||||||
| the Board, President | 2015 | $ | 761,750 | $ | 390,235 | $ | — | $ | — | $ | 925,203 | $ | 265,050 | $ | 29,217 | $ | 2,371,455 | |||||||||||||||||||||
| and Chief Executive | ||||||||||||||||||||||||||||||||||||||
| Officer | ||||||||||||||||||||||||||||||||||||||
(1) | Subsequent to fiscal 2020, our Board of Directors updated the titles of Mr. O’Connor to Executive Vice President and Chief Financial Officer, Ms. Croatti to Executive Vice President, Mr. Katz to Executive Vice President, Sales and Marketing and Mr. DiFillippo to Executive Vice President, Operations. |
(2) | Fiscal 2018 and fiscal 2020 consisted of 52 weeks while fiscal 2019 consisted of 53 weeks. The base salary amounts for fiscal 2019 reflect the impact of the additional week. The salary amounts in the table include the impact of the timing of our bi-weekly pay periods. |
(3) | The amounts shown represent the aggregate grant date fair value related to the grant of stock appreciation rights to our named executive officers in fiscal |
(4) | The amounts shown represent the aggregate grant date fair value related to the grant of restricted stock units to our named executive officers in fiscal 2020, calculated in accordance with FASB ASC Topic 718 (excluding the effect of any estimate of future forfeitures). Additional information concerning our financial reporting of restricted stock units is presented in Notes 1 and 12 to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended August 29, 2020, in Notes 1 and 12 to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended August 31, 2019 and in Notes 1 and 12 to our Consolidated Financial Statements set forth in our Annual Reports on Form 10-K for the year ended August 25, 2018. See the “Outstanding Equity Awards at Fiscal Year-End – 2020” table below for additional details regarding the restricted stock units that were granted to our named executive officers in fiscal 2020. |
20
(6) | Mr. Sintros also served as our Chief Financial Officer in fiscal 2018 until the Board of Directors appointed Mr. O’Connor as our Chief Financial Officer effective as of January 5, 2018. |
(7) | Includes car allowance ($ |
(8) | Mr. O’Connor became our Chief Financial Officer effective as of January 5, 2018. |
(9) | Includes car allowance ($ |
(10) | Includes car allowance ($ |
(11) | Includes car allowance ($ |
(12) | Includes car allowance ($ |
The following table contains information related to a non-equity incentive plan award made to our Chief Executive Officer under our CEO Bonus Plan and restricted stock unit awards and Share-Based Awards granted to our named executive officers under our Amended and Restated 2010 Stock Option and Incentive Plan during fiscal 2017:2020:
|
|
|
|
|
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards |
| Estimated Possible Payouts Under Equity Incentive Plan Awards |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Name |
| Grant Date |
| Approval Date |
| Threshold ($) |
| Target ($) |
| Maximum ($) |
| Threshold (#) |
| Target (#) |
| Maximum (#) |
| All Other Stock Awards: Number of Securities Underlying Awards |
| All Other Share- Based Awards: Number of Securities Underlying Awards |
| Exercise or Base Price of Share- Based Awards ($/Sh)(1) |
|
| Grant Date Fair Value of Stock and Share- Based Awards($) (2) |
| ||
Steven S. |
| 10/28/2019 |
| 10/28/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7,414 (3) |
|
| 201.24 |
|
|
| 315,015 |
|
Sintros |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President and |
| 10/28/2019 |
| 10/28/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
| 3,479 (4) |
|
|
|
| — |
|
|
| 700,114 |
|
Chief Executive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer |
| 10/28/2019 |
| 10/28/2019 |
| 150,000 (5) |
| 262,500 (5) |
| 395,000 (5) |
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
| 10/28/2019 |
| 10/28/2019 |
|
|
|
|
|
|
| 1,244 (6) |
| 1,740 (6) |
| 2,238 (6) |
|
|
|
|
|
| — |
|
|
| 450,375 |
|
Shane F. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
O’Connor |
| 10/28/2019 |
| 10/28/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,377 (7) |
|
| 201.24 |
|
|
| 65,008 |
|
Senior Vice |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial |
| 10/28/2019 |
| 10/28/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
| 969 (8) |
|
|
|
| — |
|
|
| 195,002 |
|
Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cynthia Croatti |
| 10/28/2019 |
| 10/28/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,669 (7) |
|
| 201.24 |
|
|
| 78,793 |
|
Executive Vice |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President and |
| 10/28/2019 |
| 10/28/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
| 1,174 (8) |
|
|
|
| — |
|
|
| 236,256 |
|
Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David M. Katz |
| 10/28/2019 |
| 10/28/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,377 (7) |
|
| 201.24 |
|
|
| 65,008 |
|
Senior Vice |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President, Sales |
| 10/28/2019 |
| 10/28/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
| 969 (8) |
|
|
|
| — |
|
|
| 195,002 |
|
and Marketing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David A. |
| 10/28/2019 |
| 10/28/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,377 (7) |
|
| 201.24 |
|
|
| 65,008 |
|
DiFillippo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Vice |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President, |
| 10/28/2019 |
| 10/28/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
| 969 (8) |
|
|
|
| — |
|
|
| 195,002 |
|
Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name | Grant Date | Approval Date | All Other Share-Based Awards: Number of Securities Underlying Awards(1) | Exercise or Base Price of Share- Based Awards ($/Sh)(2) | Grant Date Fair Value of Stock and Share-Based Awards(3) | ||||||||||
Steven S. Sintros President, Chief Executive Officer and Chief Financial Officer | 10/24/2016 | 10/24/2016 | 4,000 | $ | 119.00 | $ | 138,560 | ||||||||
Cynthia Croatti Executive Vice President and Treasurer | 10/24/2016 | 10/24/2016 | 6,000 | $ | 119.00 | $ | 207,840 | ||||||||
David M. Katz Senior Vice President, Sales and Marketing | 10/24/2016 | 10/24/2016 | 4,000 | $ | 119.00 | $ | 138,560 | ||||||||
David A. DiFillippo Senior Vice President, Operations | 10/24/2016 | 10/24/2016 | 4,000 | $ | 119.00 | $ | 138,560 | ||||||||
(1) |
Amounts represent the fair market value of our Common Stock on the date of the grant. Fair market value is determined using the closing price of our Common Stock as reported on the New York Stock Exchange on the date of the grant. |
(2) | Amounts represent the grant date fair value of |
(3) | Amount represents the number of |
(4) | Amount represents restricted stock units granted to Mr. Sintros during fiscal 2020. Such restricted stock units vest 20% per year on each anniversary of the grant date with the first vesting occurring on the first anniversary of the grant date. |
(5) | Represents threshold, target and maximum possible payouts under the CEO Bonus Plan for fiscal 2020. See “Compensation Discussion and Analysis – Annual Cash Incentive Bonuses – Named Executive Officers – CEO Bonus Plan” for additional information regarding the award under the CEO Bonus Plan for fiscal 2020. |
22
(7) | Amounts represent the number of stock-settled stock appreciation rights granted to certain named executive officers during fiscal 2020. These stock appreciation rights are subject to a five-year vesting schedule in which the stock-settled stock appreciation rights vest 60% on the third anniversary of the grant date, 20% on the fourth anniversary of the grant date and 20% on the fifth anniversary of the grant date. Each of these grants expires ten years from the date of grant. |
(8) | Amounts represent restricted stock units granted to certain named executive officers during fiscal 2020. These restricted stock units are subject to a five-year vesting schedule in which the restricted stock units vest 60% on the third anniversary of the grant date, 20% on the fourth anniversary of the grant date and 20% on the fifth anniversary of the grant date. |
23
The following table sets forth information concerning the outstanding shares of restricted stock units and unexercised Share-Based Awards, which include options to purchase sharesconsist of our Common Stock as well as stock appreciation rights, held as of August 26, 201729, 2020 by our named executive officers:
|
| Share-Based Awards |
| Stock Awards |
| |||||||||||||||||||||||||
Name |
| Number of Securities Underlying Unexercised Share- Based Awards Exercisable |
|
| Number of Securities Underlying Unexercised Share-Based Awards Unexercisable |
|
| Share- Based Awards Exercise Price |
|
| Share- Based Awards Expiration Date |
| Number of Shares or Units of Stock That Have Not Vested |
|
| Market Value of Shares or Units of Stock That Have Not Vested |
|
| Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested |
|
| Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested |
| |||||||
Steven S. Sintros |
| 8,000(1) |
|
|
| — |
|
| $ | 106.99 |
|
| 10/27/2024 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
President and Chief |
|
| — |
|
| 4,000(2) |
|
| $ | 104.67 |
|
| 10/26/2025 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Executive Officer |
|
| — |
|
| 4,000(3) |
|
| $ | 119.00 |
|
| 10/24/2026 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
|
| 2,062(4) |
|
| 3,090(4) |
|
| $ | 165.40 |
|
| 12/14/2027 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||
|
| 1,507(5) |
|
| 6,031(5) |
|
| $ | 146.17 |
|
| 11/27/2028 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||
|
| 1,482(20) |
|
| 5,932(20) |
|
| $ | 201.24 |
|
| 10/29/2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| — |
|
| 2,238(6) |
|
| $440,953(7) |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 504 (8) |
|
| $99,303(7) |
|
|
| — |
|
|
| — |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,815(9) |
|
| $357,609(7) |
|
|
| — |
|
|
| — |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,421(10) |
|
| $674,040(7) |
|
|
| — |
|
|
| — |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,479(11) |
|
| $685,467(7) |
|
|
|
|
|
|
|
|
| ||
Shane F. O’Connor |
|
| — |
|
| 1,137(12) |
|
| $ | 167.80 |
|
| 1/2/2028 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Senior Vice President |
|
| — |
|
| 1,297(13) |
|
| $ | 152.38 |
|
| 10/22/2028 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
and Chief Financial |
|
| — |
|
| 1,377(18) |
|
| $ | 201.24 |
|
| 10/29/2029 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,051(14) |
|
| $207,079(7) |
|
|
| — |
|
|
| — |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,231(15) |
|
| $242,544(7) |
|
|
| — |
|
|
| — |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 969(19) |
|
| $190,922(7) |
|
|
|
|
|
|
|
|
| ||
Cynthia Croatti |
| 8,000(1) |
|
|
|
|
|
| $ | 106.99 |
|
| 10/27/2024 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Executive Vice |
|
| — |
|
| 6,000(2) |
|
| $ | 104.67 |
|
| 10/26/2025 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
President and |
|
| — |
|
| 6,000(3) |
|
| $ | 119.00 |
|
| 10/24/2026 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Treasurer |
|
| — |
|
| 1,574(16) |
|
| $ | 156.05 |
|
| 10/23/2027 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
|
|
| — |
|
| 1,634 (13) |
|
| $ | 152.38 |
|
| 10/22/2028 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
|
|
|
|
|
| 1,669(18) |
|
| $ | 201.24 |
|
| 10/29/2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,332(17) |
|
| $262,444(7) |
|
|
| — |
|
|
| — |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,551(15) |
|
| $305,594(7) |
|
|
| — |
|
|
| — |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,174(19) |
|
| $231,313(7) |
|
|
|
|
|
|
|
|
| ||
David M. Katz |
|
| — |
|
| 4,000(2) |
|
| $ | 104.67 |
|
| 10/26/2025 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Senior Vice |
|
| — |
|
| 4,000(3) |
|
| $ | 119.00 |
|
| 10/24/2026 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
President, Sales |
|
| — |
|
| 1,233(16) |
|
| $ | 156.05 |
|
| 10/23/2027 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
and Marketing |
|
| — |
|
| 1,297(13) |
|
| $ | 152.38 |
|
| 10/22/2028 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
|
|
|
|
| 1,377(18) |
|
| $ | 201.24 |
|
| 10/29/2029 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,044(17) |
|
| $205,699(7) |
|
|
| — |
|
|
| — |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,231(15) |
|
| $242,544(7) |
|
|
| — |
|
|
| — |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 969(19) |
|
| $190,922(7) |
|
|
|
|
|
|
|
|
| ||
David A. DiFillippo |
| 8,000(1) |
|
|
|
|
|
| $ | 106.99 |
|
| 10/27/2024 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
Senior Vice |
|
| — |
|
| 4,000(2) |
|
| $ | 104.67 |
|
| 10/26/2025 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
President, Operations |
|
| — |
|
| 4,000(3) |
|
| $ | 119.00 |
|
| 10/24/2026 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
|
|
| — |
|
| 1,233(16) |
|
| $ | 156.05 |
|
| 10/23/2027 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
|
|
| — |
|
| 1,297(13) |
|
| $ | 152.38 |
|
| 10/22/2028 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
|
|
| — |
|
| 1,377(18) |
|
| $ | 201.24 |
|
| 10/29/2029 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,044(17) |
|
| $205,699(7) |
|
|
| — |
|
|
| — |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,231(15) |
|
| $242,544(7) |
|
|
| — |
|
|
| — |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 969(19) |
|
| $190,922(7) |
|
|
|
|
|
|
|
|
| ||
Share-Based Awards | Stock Awards | ||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Share- Based Awards Exercisable | Number of Securities Underlying Unexercised Share-Based Awards Unexercisable | Share- Based Awards Exercise Price | Share-Based Awards Expiration Date | Number of Shares of Stock That Have Not Vested | Market Value of Shares of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested | |||||||||||||
| Steven S. Sintros | — | 8,000(1) | $ | 69.05 | 10/22/2022 | — | — | — | — | ||||||||||||
| President, Chief | — | 8,000(2) | $ | 102.90 | 10/28/2023 | — | — | — | — | ||||||||||||
| Executive Officer | — | 8,000(3) | $ | 106.99 | 10/27/2024 | — | — | — | — | ||||||||||||
| and Chief | — | 4,000(4) | $ | 104.67 | 10/26/2025 | — | — | — | — | ||||||||||||
| Financial Officer | — | 4,000(5) | $ | 119.00 | 10/24/2026 | — | — | — | — | ||||||||||||
| Cynthia Croatti | — | 12,000(1) | $ | 69.05 | 10/22/2022 | — | — | — | — | ||||||||||||
| Executive Vice | — | 12,000(2) | $ | 102.90 | 10/28/2023 | — | — | — | — | ||||||||||||
| President and | — | 12,000(3) | $ | 106.99 | 10/27/2024 | — | — | — | — | ||||||||||||
| Treasurer | — | 6,000(4) | $ | 104.67 | 10/26/2025 | — | — | — | — | ||||||||||||
| — | 6,000(5) | $ | 119.00 | 10/24/2026 | — | — | — | — | |||||||||||||
David M. Katz | — | 8,000(1) | $ | 69.05 | 10/22/2022 | — | — | — | — | ||||||||||||
| Senior Vice | — | 8,000(2) | $ | 102.90 | 10/28/2023 | — | — | — | — | ||||||||||||
| President, Sales | — | 8,000(3) | $ | 106.99 | 10/27/2024 | — | — | — | — | ||||||||||||
| and Marketing | — | 4,000(4) | $ | 104.67 | 10/26/2025 | — | — | — | — | ||||||||||||
| — | 4,000(5) | $ | 119.00 | 10/24/2026 | — | — | — | — | |||||||||||||
| David A. DiFillippo | 8,000 | — | $ | 49.67 | 10/25/2021 | — | — | — | — | ||||||||||||
| Senior Vice | — | 8,000(1) | $ | 69.05 | 10/22/2022 | — | — | — | — | ||||||||||||
| President, Operations | — | 8,000(2) | $ | 102.90 | 10/28/2023 | — | — | — | — | ||||||||||||
| — | 8,000(3) | $ | 106.99 | 10/27/2024 | — | — | — | — | |||||||||||||
| — | 4,000(4) | $ | 104.67 | 10/26/2025 | — | — | — | — | |||||||||||||
| — | 4,000(5) | $ | 119.00 | 10/24/2026 | — | — | — | — | |||||||||||||
| Ronald D. Croatti | 2,100 | — | $ | 37.92 | 11/6/2017 | — | — | — | — | ||||||||||||
| Former Chairman | 2,500 | — | $ | 27.08 | 5/23/2018 | — | — | — | — | ||||||||||||
| of the Board, | — | — | 46,668 (6) | $ | 6,442,517 | (7) | |||||||||||||||
| President and | |||||||||||||||||||||
| Chief Executive | |||||||||||||||||||||
| Officer | |||||||||||||||||||||
(1) | These stock-settled stock appreciation rights are subject to a five-year cliff vesting schedule and |
(2) | These stock-settled stock appreciation rights are subject to a five-year cliff vesting schedule and |
24
(3) | These stock-settled stock appreciation rights are subject to a five-year cliff vesting schedule and become vested and exercisable on October 24, 2021. |
(4) | These stock-settled stock appreciation rights are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting occurring on December 14, 2018. |
(5) | These stock-settled stock appreciation rights are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting having occurred on November 27, 2019. |
(6) | Represents |
(7) | The amount shown is based on the closing price of the Company’s Common Stock of |
(8) | Represents 504 restricted stock units that have been earned based on the Company’s revenues and adjusted operating margin in fiscal 2018. All 504 of such restricted stock units became vested on October 22, 2020. |
(9) | These restricted stock units are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting having occurred on December 14, 2018. |
(10) | These restricted stock units are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting having occurred on November 27, 2019. |
(11) | These restricted stock units are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting having occurred on October 29, 2020. |
(12) | These stock-settled stock appreciation rights are subject to a five-year cliff vesting schedule and become vested and exercisable on January 2, 2023. |
(13) | These stock-settled stock appreciation rights are subject to a five-year cliff vesting schedule and become vested and exercisable on October 22, 2023. |
(14) | These restricted stock units are subject to a five-year cliff vesting schedule and become vested and exercisable on January 2, 2023. |
(15) | These restricted stock units are subject to a five-year cliff vesting schedule and become vested and exercisable on October 22, 2023. |
(16) | These stock-settled stock appreciation rights are subject to a five-year cliff vesting schedule and become vested and exercisable on October 23, 2022. |
(17) | These restricted stock units are subject to a five-year cliff vesting schedule and become vested and exercisable on December 20, 2022. |
(18) | These stock-settled stock appreciation rights are subject to a five-year vesting schedule in which the stock-settled stock appreciation rights vest 60% on the third anniversary of the grant date, 20% on the fourth anniversary of the grant date and 20% on the fifth anniversary of the grant date with the first vesting occurring on October 29, 2022 |
(19) | These restricted stock units are subject to a five-year vesting schedule in which the restricted stock units vest 60% on the third anniversary of the grant date, 20% on the fourth anniversary of the grant date and 20% on the fifth anniversary of the grant date with the first vesting occurring on October 29, 2022. |
(20) | These stock-settled stock appreciation rights are subject to a 20% per year ratable vesting schedule on each anniversary of the grant date with the first vesting having occurred on October 29, 2020. |
25
Option Exercises and Stock Vested Table – Fiscal The following table sets forth the number of shares of Common Stock acquired or that vested and the aggregate dollar value realized as a result of Share-Based Awards Stock Awards Name Number of Shares Acquired on Exercise Value Realized on Exercise(1) Number of Shares Acquired on Vesting Value Realized on Vesting(2) Steven S. Sintros 2,666 $ 302,138 (3) 504 (6) $ 98,300 President and Chief Executive Officer 2,667 $ 263,260 (4) 2,737 (7) $ 550,794 2,667 $ 210,453 (5) 855 (8) $ 177,874 605 (9) $ 126,409 Shane F. O’Connor — $ — — — Senior Vice President and Chief Financial Officer Cynthia Croatti 4,000 $ 315,280 (10) — — Executive Vice President and Treasurer David M. Katz 2,667 $ 267,847 (11) — — Senior Vice President, Sales and Marketing 2,667 $ 279,582 (12) — — 2,666 $ 273,612 (13) David A. DiFillippo 2,666 $ 302,138 (14) — — Senior Vice President, 2,667 $ 263,260 (15) — — Operations 2,667 $ 260,246 (16) — — (1) Value realized on exercise is calculated as the market value of our Common Stock at the time of exercise of the stock appreciation right less the exercise price paid, multiplied by the number of shares underlying the stock option exercised. (2) Value realized on vesting is calculated as the market value of our Common Stock at the time of vesting, multiplied by the number of shares that vested. (3) Value realized on exercise is as follows: (4) Value realized on exercise is as follows: (5) Value realized on exercise is as follows: (6) Value realized on exercise is as follows: (7) Value realized on exercise is as follows: $201.24 (the market value at the time of vesting) multiplied by 2,737 shares that vested. (8) Value realized on exercise is as follows: $208.04 (the market value at the time of vesting) multiplied by 855 shares that vested. (9) Value realized on exercise is as follows: $208.94 (the market value at the time of vesting) multiplied by 605 shares that vested. 26 (11) Value realized on exercise is as follows: (12) Value realized on exercise is as follows: (13) Value realized on exercise is as follows: (14) Value realized on exercise is as follows: (15) Value realized on exercise is as follows: (16) Value realized on exercise is as follows: Pension Benefits Table – Fiscal The following table sets forth the actuarial present value of accumulated benefits under our Unfunded Supplemental Executive Retirement Plan, the number of years of credited service and the dollar amount of payments and benefits paid during fiscal Plan Name Number of Years of Credited Service(1) Present Value of Accumulated Benefits(2) Payments During Last Fiscal Year UniFirst Corporation 16 $ 1,147,154 — President and Chief Executive Unfunded Supplemental Officer Executive Retirement Plan Shane F. O’Connor UniFirst Corporation 15 $ 430,660 — Senior Vice President and Unfunded Supplemental Chief Financial Officer Executive Retirement Plan Cynthia Croatti UniFirst Corporation 30 $ 2,728,194 — Executive Vice President and Unfunded Supplemental Treasurer Executive Retirement Plan David M. Katz UniFirst Corporation 12 $ 613,990 — Senior Vice President, Sales and Unfunded Supplemental Marketing Executive Retirement Plan David A. DiFillippo UniFirst Corporation 30 $ 1,687,424 — Senior Vice President, Unfunded Supplemental Operations Executive Retirement Plan 27 (2) Amounts reported in this column represent the present value of the accumulated benefit obligation as of August UniFirst Corporation Unfunded Supplemental Executive Retirement Plan Certain of our and our affiliates’ employees, including our named executive officers, are eligible to participate in our Pension payments under our SERP are made at the intervals then in effect for the payment of base salaries to our executive officers. Upon the death of a participant, the participant’s designated beneficiary will be paid retirement benefits for up to 12 years from the participant’s date of retirement. Our SERP provides that, upon any change in control of the Company, participants in our SERP will receive a lump sum payment equal to the actuarial equivalent of their plan benefit as of the date of the change in control. Potential Payments Upon Termination or Change in Control Employment Agreement with Mr. Sintros On December 14, 2017, we entered into an Employment Agreement with Mr. Sintros that provides for the payment of certain payments to Mr. Sintros if he is terminated under certain circumstances. In the event that the Company terminates the employment of Mr. Sintros without cause or Mr. Sintros terminates his employment for good reason, each as defined in the Employment Agreement, Mr. Sintros will be entitled to receive (i) a pro-rated cash bonus, if any, for the fiscal year in which his employment is terminated and (ii) an amount equal to two times the sum of (a) his base salary then in effect and (b) his target cash bonus for the fiscal year in which his employment is terminated. If Mr. Sintros had been terminated without cause or terminated his employment for good reason on August 29, 2020, the last business day of fiscal 2020, Mr. Sintros would have been entitled to receive a cash bonus of $328,000 and a cash payment in the amount of $2,600,000. Unfunded Supplemental Executive Retirement Plan As discussed under the heading “UniFirst Corporation Unfunded Supplemental Executive Retirement Plan” above, upon a change in control of the Company, our named executive officers will receive a lump sum payment under our SERP equal to the actuarial equivalent of their plan benefit as of the date of the change in control. For more information concerning our SERP, see the “Pension Benefits Table – Fiscal Executive Employment Plan On October 26, 2020, our Board of Directors and the Compensation Committee of our Board of Directors adopted an Executive Employment Plan (the “Plan”). Senior Vice Presidents and above (each, a “Covered Executive”) are eligible to 28 In addition, our Board of Directors and the Compensation Committee of our Any such payments and benefits under the Plan and the award forms are subject to the Covered Executive’s execution of a separation agreement that includes a release of claims in favor of the Company and certain noncompetition and non-solicitation obligations. Pay Ratio Disclosure As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the SEC adopted a rule requiring annual disclosure of the ratio of the annual total compensation of a company’s median employee to the total annual compensation of a company’s principal executive officer. The principal executive officer of our Company is Mr. Sintros. For fiscal 2020, the annual total compensation of Mr. Sintros was $2,587,427, as shown in the Summary Compensation Table above. The annual total compensation of our median employee for fiscal 2020, which was calculated in the same manner as the total annual compensation of Mr. Sintros, was $34,587. Based on such information, the ratio of the annual total compensation of Mr. Sintros to the annual total compensation of our median employee for fiscal 2020 was approximately 75 to 1. We identified the median employee by measuring compensation for fiscal 2020 (the “Measurement Period”) for 12,970 employees, representing all full-time, part-time, seasonal and temporary employees of the Company and its consolidated subsidiaries as of August 29, 2020. Such number of employees does not include any independent contractors or “leased” workers, as permitted by applicable SEC rules. Such number does not exclude any employees of businesses acquired by us or combined with us. As permitted by SEC rules, we also excluded our employees in Nicaragua and Europe in part because, in each case, such employees represent less than 5% of our total workforce. The excluded employees consisted of 486 employees in Nicaragua and 85 employees in Europe. We identified the median employee using the total cash compensation paid to each employee for the Measurement Period. We did not utilize any statistical sampling or cost-of-living adjustments for purposes of determining the median employee. We annualized the compensation of full-time and part-time employees (other than seasonal or temporary employees) who were hired during fiscal 2020 but did not work for us for the entire fiscal year. Director Compensation – Fiscal The Compensation Committee determines Director compensation based on the following principles: (1) Director compensation should be aligned with the long-term interest of We determine Director compensation on a Each Director who was also an employee of our Company received no Director’s fees during fiscal year 29 The compensation earned by our non-employee Directors during fiscal Fees Earned or Paid in Cash Stock Awards(1) Share-Based Awards(2) All Other Compensation Total $ 222,000 — $ 42,650 — $ 264,650 Thomas S. Postek (3) $ 200,500 — $ 42,650 — $ 243,150 Michael Iandoli (3) $ 208,000 — $ 42,650 — $ 250,650 Kathleen Camilli (3) $ 200,500 — $ 42,650 — $ 243,150 Raymond C. Zemlin (3) $ 220,500 — $ 42,650 — $ 263,150 (1) Our non-employee Directors were granted $80,000 of shares of unrestricted stock (2) The amounts shown represent the aggregate grant date fair value related to the grant of (3) Amounts shown include Compensation Committee Interlocks and Insider Participation During the 20172020stock option exercises, stock–settled SAR exercises and the vesting of restricted stock units during fiscal 20172020 with respect to our named executive officers: Share-Based Awards Stock Awards Name Number of SharesAcquired on Exercise Value Realizedon Exercise(1) Number of SharesAcquired on Vesting Value Realizedon Vesting(2)Steven S. Sintros 2,667 $ 221,441 (3) — — President, Chief Executive 2,667 $ 208,239 (4) — — Officer and Chief Financial 2,666 $ 215,759 (5) — — Officer Cynthia Croatti 4,000 $ 330,120 (6) — — Executive Vice President and 4,000 $ 341,720 (7) — — Treasurer 4,000 $ 368,720 (8) — — David M. Katz 2,667 $ 258,779 (9) — — Senior Vice President, Sales and 2,667 $ 222,775 (10) — — Marketing 2,666 $ 206,962 (11) — — David A. DiFillippo 2,667 $ 232,376 (12) — — Senior Vice President, 2,667 $ 219,174 (13) — — Operations 2,666 $ 226,690 (14) — — Ronald D. Croatti — $ — 46,666 (15) 6,479,574 (16) Former Chairman of the Board, — $ — 46,668 (17) 6,442,517 (18) President and Chief Executive Officer $83.03$133.33 (the market value at the time of exercise of $132.70$216.23 less the exercise price of $49.67)$102.90), multiplied by 2,6672,666 shares acquired upon exercise.$78.08$98.71 (the market value at the time of exercise of $127.75$201.61 less the exercise price of $49.67)$102.90), multiplied by 2,667 shares acquired upon exercise.$80.93$78.91 (the market value at the time of exercise of $130.60$181.81 less the exercise price of $49.67)$102.90), multiplied by 2,6662,667 shares acquired upon exercise.$82.53$195.04 (the market value at the time of vesting) multiplied by 504 shares that vested.(7)$85.43$100.43 (the market value at the time of exercise of $135.10$207.42 less the exercise price of $49.67)$106.99), multiplied by 4,0002,667 shares acquired upon exercise.(8)$92.18$104.83 (the market value at the time of exercise of $141.85$211.82 less the exercise price of $49.67)$106.99), multiplied by 4,0002,667 shares acquired upon exercise.(9)$97.03$102.63 (the market value at the time of exercise of $146.70$209.62 less the exercise price of $49.67)$106.99), multiplied by 2,6672,666 shares acquired upon exercise.(10)$83.53$113.33 (the market value at the time of exercise of $133.20$216.23 less the exercise price of $49.67)$102.90), multiplied by 2,6672,666 shares acquired upon exercise.(11)$77.63$98.71 (the market value at the time of exercise of $127.30$201.61 less the exercise price of $49.67)$102.90), multiplied by 2,6662,667 shares acquired upon exercise.(12)$87.13$97.58 (the market value at the time of exercise of $132.70$200.48 less the exercise price of $45.57)$102.90), multiplied by 2,667 shares acquired upon exercise.(13)Value realized on exercise is as follows: $82.18 (the market value at the time of exercise of $127.75 less the exercise price of $45.57), multiplied by 2,667 shares acquired upon exercise.(14)Value realized on exercise is as follows: $85.03 (the market value at the time of exercise of $130.60 less the exercise price of $45.57), multiplied by 2,666 shares acquired upon exercise.(15)Represents 46,666 Performance Restricted Shares that that had been earned prior to Mr. Croatti’s death and which vested in full upon his death. See “Compensation Discussion and Analysis - Our Executive Compensation Programs and Plans - CEO Incentive Equity Award to Our Former Chief Executive Officer” in this Proxy Statement. Such Performance Restricted Shares that were earned and vested in full were in the form of Class B Common Stock of the Company.(16)Value realized on vesting is as follows: $138.85 (the market value at the time of vesting), multiplied by 46,666 shares vested.(17)Represents 46,668 Performance Restricted Shares that were earned based on the Company’s revenues and adjusted operating margins in fiscal 2017 and on a cumulative basis for fiscal 2017 and the second half of fiscal 2016 and that vested in full. See “Compensation Discussion and Analysis - Our Executive Compensation Programs and Plans - CEO Incentive Equity Award to Our Former Chief Executive Officer” in this Proxy Statement. Such Performance Restricted Shares were in the form of 24,334 shares of Class B Common Stock of the Company and 22,334 shares of Common Stock of the Company.(18)Value realized on vesting is as follows: $138.05 (the market value at the time of vesting), multiplied by 46,668 shares vested.2017202020172020 to our named executive officers as of August 26, 2017:29, 2020:Name Plan Name Number of Years ofCredited Service(1) Present Value ofAccumulated Benefits(2) Payments DuringLast Fiscal YearSteven S. SintrosPresident, Chief ExecutiveOfficer and Chief Financial Officer UniFirst CorporationUnfunded SupplementalExecutive Retirement Plan 13 $ 280,091 — Cynthia CroattiExecutive Vice President andTreasurer UniFirst CorporationUnfunded SupplementalExecutive Retirement Plan 30 $ 1,723,175 — David M. KatzSenior Vice President, Sales andMarketing UniFirst CorporationUnfunded SupplementalExecutive Retirement Plan 9 $ 289,160 — David A. DiFillippoSenior Vice President, Operations UniFirst CorporationUnfunded SupplementalExecutive Retirement Plan 30 $ 1,048,028 — Ronald D. CroattiFormer Chairman of the Board,President and Chief ExecutiveOfficer UniFirst CorporationUnfunded SupplementalExecutive Retirement Plan 30 $ 2,797,815 $65,387 (3) 26, 2017.29, 2020. Our obligation has been estimated assuming benefits commence on the individual’s social security retirement date and using FASB ASC Topic 715 assumptions for mortality, assumed payment form and discount rates in effect at the measurement dates.(3)Payments were made to Mr. Croatti's designated beneficiary.SERP, including our named executive officers.SERP. Retirement benefits provided by our SERP are based on a participant’s average annual base earnings, exclusive of bonuses, commissions, fringe benefits and reimbursed expenses, for the last three years of full-time employment prior to the participant’s retirement date (“Final Average Earnings”). Under the SERP, upon the retirement of a participant on their social security retirement date, a participant will receive a plan benefit in an aggregate amount equal to 1.33% of the participant’s Final Average Earnings multiplied by their years of service, limited to 30 years, less 3.33% of the participant’s primary Social Securitysocial security benefit multiplied by their years of service, limited to 30 years.2017”2020” and the discussion under the heading “UniFirst Corporation Unfunded Supplemental Executive Retirement Plan” above.CEO Incentive Equity AwardOur Former Chiefparticipate in the Plan, subject to certain requirements. The Plan provides that upon a termination of a Covered Executive’s employment (a “Qualified Termination”) (1) by us for any reason other than “cause” (as defined in the Plan), death, disability or retirement or (2) by a Covered Executive OfficerSee “Compensation Discussion and Analysis - Ourfor “good reason” (as defined in the Plan), the Covered Executive Compensation Programs and Plans - CEO Incentive Equity Awardwill be entitled to Our Former Chief Executive Officer”receive certain cash payments determined pursuant to the Plan. The amount of any payments under the Plan in this Proxy Statement for a description ofsome cases will depend on whether the Performance Restricted Shares that were earned and which became fully vestedQualified Termination is in connection with a “change in control” (as defined in the deathPlan). former Chief Executive Officer.Board of Directors approved revised award forms for equity awards to Covered Executives. The revised award forms provide for accelerated vesting under certain circumstances, including upon a Qualified Termination in connection with a change in control. 20172020shareholders,shareholders; (2) Director compensation should be used to motivate Director behavior; (3) Directors should be adequately compensated for their time and effort; and (4) Director compensation should be approached on an overall basis, rather than as an array of separate elements.calendarfiscal year basis. For fiscal 2020, we determined to make no changes to the Director compensation program that was in effect for fiscal 2019. The non-employee Director fee schedule for calendar 2017 isfiscal 2020 was as follows: an annual fee of $38,000;$50,000; an annual fee for chairing the Audit Committee of $10,000;$12,500; an annual fee for chairing a Committee other than the Audit Committee of $5,000;$7,500; an annual fee for the Lead DirectorChairman of $5,000;the Board of $12,500; a $2,750$5,000 fee for each Board meeting attended; a $1,800$3,000 fee for each Audit, Compensation or Nominating and Corporate Governance Committee meeting attended; a $1,250$2,500 fee for participating in a telephonic Board meeting; and a $1,000$1,500 fee for participating in a telephonic Audit, Compensation or Nominating and Corporate Governance Committee meeting. As part of the annual compensation, each non-employee Director receives a1,000 fully vested stock-settled stock appreciation right with respect to that number of shares of Common Stock which will result in such stock appreciation right having a value (based on the valuation methodology used by the Company for financial reporting purposes) at the time of grant equal to $35,000,rights at an exercise price equal to the closing price of the Company’s Common Stock on the grant date. In addition, each non-employee Director receives shares of unrestricted Common Stock having a value (based on the closing price of the Company’s Common Stock on the grant date) equal to $65,000.$80,000. Those Directors who satisfy the minimum share ownership requirement under the Company’s Director Stock Ownership Policy may elect to receive a cash payment of $65,000$80,000 in lieu of the shares of unrestricted Common Stock.2017 and will receive no Director’s fees during fiscal year 2018.2020.20172020 is set forth in the table below.Name Fees Earned orPaid in Cash StockAwards(1) Share-BasedAwards(2) All OtherCompensation Total Phillip L. Cohen (3) $ 172,550 — $ 35,034 — $ 207,584 Thomas S. Postek $ 90,350 $ 65,097 $ 35,034 — $ 190,481 Michael Iandoli (4) $ 119,450 $ 32,548 $ 35,034 — $ 187,032 Kathleen Camilli (3) $ 150,800 — $ 35,034 — $ 185,834 Raymond C. Zemlin (3) $ 150,600 — $ 35,034 — $ 185,634 Donald J. Evans (5) $ 9,950 — — — $ 9,950 The amounts shown represent the aggregate grant date fair value related to 490awarded to each of our non-employee Directors on January 13, 2017, calculated in accordance with FASB ASC Topic 718 (excluding the effect of any estimate of future forfeitures). Such shares of Common Stock granted on January 13, 2017 were fully vested on the date of grant.17, 2020. As described above and below, certain of our non-employee Directors elected to receive some or all of the unrestricted stock award in cash in lieu of receiving shares. Additional information concerning our financial reporting of restricted stock is presented in Notes 1 and 12 to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended August 26, 2017.9881,000 stock-settled stock appreciation rights to each of our non-employee Directors on January 13, 2017,17, 2020, calculated in accordance with FASB ASC Topic 718 (excluding the effect of any estimate of future forfeitures). These stock appreciation rights were fully vested upon grant and expire eight years after the grant date or on the second anniversary of the date that the Director ceases to be a member of the Board of Directors, whichever occurs first. Additional information concerning our financial reporting of stock appreciation rights is presented in Notes 1 and 12 to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended August 26, 2017.29, 2020.a $65,000an $80,000 cash payment in lieu of receiving a grant of 490$80,000 of shares of unrestricted Common Stock listed in footnote (1) above.Stock.(4)Amounts shown include a $32,500 cash payment in lieu of receiving a partial grant of 245 shares of the total of 490 shares of unrestricted Common Stock listed in footnote (1) above.(5)Mr. Evans retired from our Board of Directors in January 2017.20172020 fiscal year, the Compensation Committee consisted of Messrs. Iandoli, Cohen, Postek and Zemlin and Ms. Camilli. None of these individuals has served as an officer or employee of the Company or any of its subsidiaries. During the 20172020 fiscal year, to the knowledge of the Company, none of its executive officers:
served as a member of the compensation committee of another entity, one of whose executive officers served on the Compensation Committee;
served as directors of another entity, one of whose executive officers served on the Compensation Committee; or
served as members of the compensation committee of another entity, one of whose executive officers served as one of the Company’s Directors.
The Audit Committee is composed entirely of independent directors meeting the requirements of applicable Securities and Exchange Commission and New York Stock Exchange rules. The key responsibilities of our committee are set forth in our Charter and include overseeing the integrity of UniFirst’sthe Company’s financial statements, the independent auditors’ qualifications and independence and the performance of the independent auditors and the internal audit function.
We serve in an oversight capacity and are not intended to be part of UniFirst’sthe Company’s operational or managerial decision-making process. UniFirst’s management is responsible for preparing the consolidated financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting and its independent registered public accounting firm is responsible for auditing those statements. Our principal purpose is to monitor these processes.
The Audit Committee has, among other things:
Reviewed and discussed with management and the independent registered public accounting firm the audited financial statements for the fiscal year ended August 29, 2020, including a discussion of accounting principles, judgments and disclosure in the audited financial statements.
Reviewed and discussed with management and the independent registered public accounting firm the quarterly and annual earnings press releases prior to release and the quarterly and annual reports on Form 10-Q and 10-K prior to filing.
Reviewed the performance of the Company’s internal audit function.
Discussed with management, the internal auditors and the independent registered public accounting firm the results of the testing of internal controls over financial reporting.
Discussed with the independent registered public accounting firm the overall scope and the plans for the annual audit, the results of their examination and the overall quality of the Company’s financial reporting.
Reviewed the handling of our employee complaint procedures through our hotline process for the reporting of complaints regarding questionable matters.
Discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board.
Reviewed all audit and non-audit services performed by the independent registered public accounting firm and considered whether the provision of non-audit services is compatible with maintaining the auditor’s independence.
Reviewed the performance, qualifications and independence of the independent registered public accounting firm.
Received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and discussed with the independent registered public accounting firm the auditors’ independence.
Based on the reviews and discussions with management and the independent registered public accounting firm and the report of the independent public accounting firm, the Audit Committee recommended to the Board of Directors, and the Board approved, the audited financial statements for the fiscal year ended August 26, 201729, 2020 be included in the Company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.
Submitted by the Audit Committee for fiscal 2020 | |
Phillip L. Cohen (Chair) | |
Kathleen M. Camilli | |
Thomas S. Postek |
The Audit Fees. During fiscal 2017, the aggregate fees for professional services rendered byCommittee appointed Ernst & Young LLP (“Ernst & Young”) foras the independent registered public accounting firm to audit of the Company’s annualfiscal 2020 financial statements, audit of the effectiveness of the Company’s internal controls over financial reporting, and review of the Company’s quarterly financial statements totaled $1,769,978. During fiscal 2016, the aggregate fees for professional services rendered by Ernst & Young for the audit of the Company’s annual financial statements, audit of the effectiveness of the Company’s internal controls over financial reporting, and review of the Company’s quarterly financial statements totaled $1,654,155.
| Fiscal 2020 |
|
| Fiscal 2019 |
| |||
| $ | 1,961,709 |
|
| $ | 1,985,766 |
| |
Audit Related Fees |
| $ | — |
|
| $ | — |
|
Tax Fees (2) |
| $ | 262,666 |
|
| $ | 355,720 |
|
All Other Fees |
| $ | — |
|
| $ | — |
|
(1) | Audit fees were for the audit of the Company’s annual financial statements, audit of the effectiveness of the Company’s internal controls over financial reporting, and review of the Company’s quarterly financial statements. |
(2) | Tax fees were for tax compliance, tax advice and tax planning. |
Under its charter, the Audit Committee must pre-approve all audit and permitted non-audit services to be provided by our independent registered public accounting firm unless an exception to such pre-approval exists under the Exchange Act or the rules of the Securities and Exchange Commission. Each year, the Audit Committee approves the retention of the independent registered public accounting firm to audit our financial statements, including the associated fee. All of the services described in the four preceding paragraphsfees disclosed above were approved by the Audit Committee. The Audit Committee has considered whether the provisions of such services, including non-audit services, by Ernst & Young is compatible with maintaining Ernst & Young’s independence and has concluded that it is.
Certain Relationships and Related Transactions
The Company’s Board of Directors has adopted a written Related Person Transaction Approval Policy to monitor transactions, arrangements or relationships in which the Company is a participant and any of the following have a direct or indirect material interest: (a) an executive officer, director or director nominee; (b) an immediate family member of an executive officer, director or director nominee; (c) a shareholder that beneficially owns more than 5% of the Company’s Common Stock or Class B Common Stock; or (d) any immediate family member of such 5% shareholder. The policy generally covers related person transactions that meet the minimum threshold for disclosure under relevant Securities and Exchange Commission rules. Such related person transactions generally involve amounts exceeding $120,000.
The Company’s Chief Financial Officer, together with outside legal counsel, identifies any potential related person transactions and, if he determines that a transaction constitutes a related person transaction under the policy, the Chief Financial Officer provides relevant details to the Audit Committee. If the Chief Financial Officer has an interest in a potential related person transaction, the Chief Executive Officer assumes the role of the Company’s Chief Financial Officer under the policy. The Audit Committee reviews relevant information concerning any proposed transaction contemplated by the Company with an individual or entity that is the subject of a disclosed relationship, and approves or disapproves the transaction, with or without conditions. Certain related person transactions are deemed pre-approved by the Audit Committee, including transactions, arrangements or relationships where the rates or charges involved in the transactions are determined by competitive bids.
During the 20172020 fiscal year, the Company was not a participant in any other related party transactions that required disclosure under this heading.
Executive officers, Directors and greater than 10% shareholders of the Company are required to file with the Securities and Exchange Commission pursuant to Section 16(a) of the Exchange Act, reports of ownership and changes in ownership. Such reports are filed on Form 3, Form 4 and Form 5 under the Exchange Act, as appropriate. Executive officers, Directors and greater than 10% shareholders are required by Exchange Act regulations to furnish the Company with copies of all Section 16(a) forms they file.
Delinquent Section 16(a) Reports
To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company or written representations that no such reports were required during the 20172020 fiscal year, the Company believes that, during the 20172020 fiscal year, all executive officers, Directors and greater than 10% shareholders of the Company complied with applicable Section 16(a) filing requirements.
33
NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION
In accordance with Section 14A of the Exchange Act, the Company is providing shareholders with the opportunity to vote on the compensation of the Company’s named executive officers as disclosed in this Proxy Statement. This is commonly known as a “say-on-pay” vote. The Company is required to include this non-binding, advisory vote in its Proxy Statement no less frequently than once every three years. At the Annual Meeting, the Company is presenting to shareholders the following non-binding, advisory resolution regarding the approval of the compensation of the Company’s named executive officers:
“RESOLVED, that the shareholders of the Company approve the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K.”
The compensation of the Company’s named executive officers that is the subject of the foregoing resolution is the compensation disclosed in the “Executive Compensation” section of this Proxy Statement under the headings “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards - Fiscal 2017,2020,” “Outstanding Equity Awards at Fiscal Year End - 2017,2020,” “Option Exercises and Stock Vested Table - Fiscal 2017,2020,” “Pension Benefits Table - Fiscal 2017,2020,” “UniFirst Corporation Unfunded Supplemental Executive Retirement Plan,” and “Potential Payments Upon Termination or Change in Control.” You are encouraged to carefully review these sections.
The section of this Proxy Statement under the heading “Compensation Discussion and Analysis” includes a detailed discussion of each of the following as it relates to the Company’s named executive officers:
the objectives of the Company’s compensation programs;
what the Company’s compensation programs are designed to reward;
each element of compensation;
why the Company chooses to pay each element of compensation;
how the Company determines the amount (and, where applicable, the formula) for each element to pay; and
how each compensation element and the Company’s decisions regarding that element fit into the Company’s overall compensation objectives.
The Board of Directors unanimously recommends that shareholders approve the foregoing resolution for the same reasons that the Company decided to provide this compensation to its named executive officers as articulateddescribed in the “Compensation Discussion and Analysis” section.
Vote Required; Effect of Vote
The approval of the resolution in this Proposal 2 requires the affirmative vote of a majority of the votes cast by holders of shares of Common Stock and Class B Common Stock, voting together as a single class and represented in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions and broker non-votes will not be treated as votes cast and, accordingly, will have no effect on the outcome of the vote on this Proposal 2.
The resolution that is the subject of this Proposal 2 is a non-binding, advisory resolution. Accordingly, the resolution will not have any binding legal effect regardless of whether it is approved or not. However, the Compensation Committee does intend to take the results of the vote on this Proposal 2 into account in its future decisions regarding the compensation of the Company’s named executive officers.
Recommendation
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THIS RESOLUTION.
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending August 25, 2018.28, 2021. Ernst & Young LLP has served as the Company’s independent registered public accounting firm since 2002. The Audit Committee is directly responsible for the appointment, retention, compensation and oversight of the work of the Company’s independent registered public accounting firm for the purpose of preparing or issuing an audit report or related work. In making its determinations regarding whether to appoint or retain a particular independent registered public accounting firm, the Audit Committee takes into account the views of management. In addition, although not required by law, the Audit Committee will take into account the vote of the Company’s shareholders with respect to the ratification of the appointment of the Company’s independent registered public accounting firm.
A representative of Ernst & Young LLP is expected to be presentparticipate at the Annual Meeting. He or she will have an opportunity to make a statement, if he or she desires to do so, and will be available to respond to appropriate questions.
Vote Required
The affirmative vote of a majority of the votes cast by holders of shares of Common Stock and Class B Common Stock, voting together as a single class and represented in person or by proxy at the Annual Meeting and entitled to vote thereon, is required for approval.
Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
Management is not aware of any other matters which may come before the Annual Meeting or any adjournment or postponement thereof; however, if any matters other than those set forth in the attached Notice of Annual Meeting should be properly presented at the Annual Meeting, the persons named in the proxy intend to take such action as will be, in their discretion, consistent with the best interest of the Company.
Shareholder Proposals
Under the Company’s By-laws, any shareholder desiring to present a proposal for inclusion in the Company’s Proxy Statement in connection with the Company’s 20192022 Annual Meeting of Shareholders must submit the proposal so as to be received by the Secretary of the Company at the principal executive offices of the Company, 68 Jonspin Road, Wilmington, Massachusetts 01887, not later than August 2, 2018.5, 2021. In addition, in order to be included in the Proxy Statement, such a proposal must comply with the requirements as to form and substance established by applicable laws and regulations.
Shareholders wishing to present business for action, other than proposals to be included in the Company’s Proxy Statement, or to nominate candidates for election as Directors at a meeting of the Company’s shareholders, must do so in accordance with the Company’s By-laws. The By-laws provide, among other requirements, that in order to be presented at the 20192022 Annual Meeting of Shareholders, such shareholder proposals or nominations may be made only by a shareholder of record who shall have given notice of the proposal or nomination and the related required information to the Company no earlier than September 11, 201814, 2021 and no later than October 26, 2018.
Annual Report on
Form 10-KThe Company
will provideDelivery of Documents to Shareholders Sharing an Address
If you share an address with any of the Company’s other shareholders, your household might receive only one copy of the Proxy Statement, Annual Report and Notice, as applicable. To request individual copies of any of these materials for each shareholder in your household, please contact the Company’s Investor Services, UniFirst Corporation, 68 Jonspin Road, Wilmington, MA 01887 (telephone: (978) 658-8888). The Company will deliver copies of the Proxy Statement, Annual Report and/or Notice promptly following your written or oral request. To ask that only one copy of any of these materials be mailed to your household, please contact your broker.
YOUR VOTE IS IMPORTANT.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING,PLEASE REVIEW THE PROXY MATERIALS, INCLUDING OURWilmington, Massachusetts
December 3, 2020
01 - Kathleen M. Camilli 02 - Michael Iandoli For Withhold For Withhold 1 U P X Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03CFYB + + Proposals — The Board of Directors recommends a vote FOR all of the nominees set forth in Proposal 1, FOR Proposal A 2 and FOR Proposal 3. 2. APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 1. ELECTION OF TWO (2) 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. For Against Abstain Please sign EXACTLY as your name(s) appear(s) on this proxy. For joint accounts, each owner should sign. Executors, Administrators, Trustees etc. should give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — If voting by mail, this section must be completed for your vote to be counted. Date and Sign Below. Note: In their discretion, the proxies are authorized to vote upon any other matters that may properly come before the meeting or any adjournment or postponement thereof. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Annual Meeting Proxy Card - Common Stock Class I Directors: 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. For Against Abstain 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________ 1234 5678 9012 345 MMMMMMMMM MMMMMMMMMMMMMMM 4 8 2 3 0 7 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T C123456789 MMMMMMMMMMMM MMMMMMM 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext If no electronic voting, delete QR code and control # Δ ≈ You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/UNF or scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/UNF Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Your vote matters – here’s how to vote!
Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/UNF The undersigned holder of shares of Common Stock of UniFirst Corporation hereby appoints STEVEN S. SINTROS and SHANE F. O’CONNOR, and each of them, proxies with full power of substitution to act and vote on behalf of the undersigned at the 2021 Annual Meeting of Shareholders of UniFirst Corporation to be held on Tuesday, January 12, 2021 at 9:00 a.m. Eastern Time, and at any postponement or adjournment thereof. In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting or any postponement or adjournment thereof. The undersigned hereby revokes any proxy previously given and acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF UNIFIRST CORPORATION. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” THE NOMINEES LISTED IN PROPOSAL 1, “FOR” PROPOSAL 2 AND “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SET FORTH IN PROPOSAL 3, SO THAT A SHAREHOLDER WISHING TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS NEED ONLY SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE IF VOTING BY MAIL. (PLEASE SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE OR VOTE BY TELEPHONE OR INTERNET.) Proxy — UniFirst Corporation Common Stock qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q C Non-Voting Items + + Change of Address — Please print new address below. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. UniFirst Corporation’s Annual Meeting of Shareholders will be held on January 12th, 2021, 9:00 a.m. Eastern Time, virtually via the internet at www.meetingcenter.io/201741564. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is — UNF2021.
1 U P X 01 - Michael Iandoli For Withhold Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03CG0D + + Please sign EXACTLY as your name(s) appear(s) on this proxy. For joint accounts, each owner should sign. Executors, Administrators, Trustees etc. should give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — If voting by mail, this section must be completed for your vote to be counted. Date and Sign Below. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Annual Meeting Proxy Card - Class B Common Stock A Proposals — The Board of Directors recommends a vote FOR the nominee set forth in Proposal 1, FOR Proposal 2 and FOR Proposal 3. 2. APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 1. ELECTION OF ONE (1) CLASS I DIRECTOR, NOMINATED BY THE BOARD OF DIRECTORS, TO SERVE FOR A TERM OF THREE YEARS UNTIL THE 2024 ANNUAL MEETING OF SHAREHOLDERS AND UNTIL HIS SUCCESSOR IS DULY ELECTED AND QUALIFIED. For Against Abstain Note: In their discretion, the proxies are authorized to vote upon any other matters that may properly come before the meeting or any adjournment or postponement thereof. Class I Director: 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. For Against Abstain 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________ 1234 5678 9012 345 MMMMMMMMM MMMMMMMMMMMMMMM 4 8 2 3 0 7 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T C123456789 MMMMMMMMMMMM MMMMMMM 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext If no electronic voting, delete QR code and control # Δ ≈ Online Go to www.envisionreports.com/UNF or scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/UNF Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada You may vote online or by phone instead of mailing this card. Your vote matters – here’s how to vote!
Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/UNF The undersigned holder of shares of Class B Common Stock of UniFirst Corporation hereby appoints STEVEN S. SINTROS and SHANE F. O’CONNOR, and each of them, proxies with full power of substitution to act and vote on behalf of the undersigned at the 2021 Annual Meeting of Shareholders of UniFirst Corporation to be held on Tuesday, January 12, 2021 at 9:00 a.m. Eastern Time, and at any postponement or adjournment thereof. In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting or any postponement or adjournment thereof. The undersigned hereby revokes any proxy previously given and acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF UNIFIRST CORPORATION. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” THE NOMINEE LISTED IN PROPOSAL 1, “FOR” PROPOSAL 2 AND “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SET FORTH IN PROPOSAL 3, SO THAT A SHAREHOLDER WISHING TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS NEED ONLY SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE IF VOTING BY MAIL. (PLEASE SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE OR VOTE BY TELEPHONE OR INTERNET.) Proxy — UniFirst Corporation Class B Common Stock qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q C Non-Voting Items + + Change of Address — Please print new address below. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. UniFirst Corporation’s Annual Meeting of Shareholders will be held on January 12th, 2021, 9:00 a.m. Eastern Time, virtually via the internet at www.meetingcenter.io/201741564. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is — UNF2021.