Form 8-K - Current report

0001967649FALSE00019676492025-01-272025-01-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

___________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

January 27, 2025

Date of Report (Date of earliest event reported)

___________________________

Vestis Corporation

(Exact name of Registrant as Specified in its Charter)

___________________________

Delaware			001-41783			92-2573927
(State or other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
1035 Alpharetta Street, Suite 2100,
Roswell, Georgia						30075
(Address of Principal Executive Offices)						(Zip Code)

[phone]

(Registrant's Telephone Number, Including Area Code)

___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on which Registered

Common Stock, par value $0.01 per share

VSTS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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Item 5.07.    Submission of Matters to a Vote of Security Holders

Vestis Corporation (the “Company”) held its 2025 Annual Meeting on January 27, 2025. At the meeting, shareholders voted on the matters disclosed in the Company’s Proxy Statement filed on December 16, 2024. Set forth below are the final voting results with respect to each matter voted upon by the Company’s shareholders:

1. Election of each of the following four director nominees to the Company’s Board to serve two-year terms or until his or her respective successor has been duly elected and qualified:

Nominees for Director			For			Against			Abstentions			Broker Non-Votes
William Goetz			104,212,406			758,064			77,396			11,520,232
Lynn McKee			104,813,526			180,851			53,489			11,520,232
Keith Meister			104,679,736			313,201			54,929			11,520,232
Doug Pertz			101,284,633			3,703,217			60,016			11,520,232

2. Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement for the 2025 Annual Meeting of Shareholders filed December 16, 2024:

For			Against			Abstentions			Broker Non-Votes
103,472,620			1,517,876			57,370			11,520,232

3. Approval, on a non-binding, advisory basis, of the frequency of future advisory votes to approve the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement for the 2025 Annual Meeting of Shareholders filed December 16, 2024:

Votes Cast for Every One Year			Votes Cast for Every Two Years			Votes Cast for Every Three Years			Abstentions
102,128,291			33,337			2,828,541			57,697

4. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending October 3, 2025.

For			Against			Abstentions
116,256,538			243,943			67,617

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Vestis Corporation

Date:

January 30, 2025

By:

/s/ Timothy R. Donovan

Name:

Timothy R. Donovan

Title:

Executive Vice President, Chief Legal Officer and General Counsel

Cover	Jan. 27, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 27, 2025
Entity Registrant Name	Vestis Corp
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41783
Entity Tax Identification Number	92-2573927
Entity Address, Address Line One	1035 Alpharetta Street,
Entity Address, Address Line Two	Suite 2100,
Entity Address, City or Town	Roswell,
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30075
City Area Code	470
Local Phone Number	226-3655
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	VSTS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001967649

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