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Item 9A. Controls and Procedures

2020-10-28 compared with 2019-10-30 · 28 added, 18 removed, 162 unchanged (22% of the section changed)

16 unchanged sentences

We have made available to Ernst & Young LLP all of our financial records and related data in connection with their audit of our Consolidated Financial Statements.

Management’s Re port on Internal Control Over Financial Reporting

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

5 unchanged sentences

The effectiveness of our internal control over financial reporting as of August 29, 2020 has been audited by Ernst & Young LLP, and a copy of its attestation report is included below.

Report of Independent Regist ered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of UniFirst Corporation

23 unchanged sentences

OTHER INFORMATION

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 participate in the Plan, subject to certain requirements, including their execution of a participation agreement that includes, among other matters, certain noncompetition and non-solicitation obligations.

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 for “good reason” (as defined in the Plan), the Covered Executive will be entitled to receive certain cash payments determined pursuant to the Plan.

The amount of any payments under the Plan in some cases will depend on whether the Qualified Termination is in connection with a “change in control” (as defined in the Plan).

In addition, our board of directors and the compensation committee of our 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.

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 the other terms and conditions of the Plan and the awards.

The foregoing descriptions of the Plan and the award forms are qualified in their entirety by the provisions of the Plan and the award forms, copies of which are filed herewith as Exhibits 10.19, 10.20, 10.21 and 10.22.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

10 unchanged sentences

Information concerning our equity compensation plans contained in the table entitled “Equity Compensation Plan Information” set forth in Item 5 of this Annual Report on Form 10-K is incorporated by reference into this Item 12.

CERTAIN R ELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this Item 13 will be included in our definitive Proxy Statement to be filed with the Securities and Exchange Commission for our 2021 Annual Meeting of Shareholders and is incorporated by reference into this Item 13.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUN TING FEES AND SERVICES

Information required by this Item 14 will be included in our definitive Proxy Statement to be filed with the Securities and Exchange Commission for our 2021 Annual Meeting of Shareholders and is incorporated by reference into this Item 14.

33 unchanged sentences

Specimen Stock Certificate for Shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 5, 2006)

Description of securities (filed herewith)

Form of UniFirst Corporation stock option award to non-employee directors under the Amended 1996 Stock Incentive Plan (incorporated by reference to Exhibit 10-E to the Company’s Annual Report on Form 10-K for the fiscal year ended August 27, 2004 filed with the Commission on November 12, 2004)

Form of UniFirst Corporation stock option award to executive officers under the Amended 1996 Stock Incentive Plan (incorporated by reference to Exhibit 10-F to the Company’s Annual Report on Form 10-K for the fiscal year ended August 27, 2004 filed with the Commission on November 12, 2004)

Description of securities (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed with the Commission on October 30, 2019)

UniFirst Corporation Unfunded Supplemental Executive Retirement Plan as restated January 11, 2017 to incorporate and consolidate all previous amendments thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on April 4, 2017)

Form of Restricted Stock Award Agreement under the UniFirst Corporation Amended 1996 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 the Company’s Quarterly Report on Form 10-Q filed with the Commission on April 9, 2009)

Employment Agreement, dated December 14, 2017, by and between UniFirst Corporation and Steven S.

2 unchanged sentences

Sintros (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 20, 2017)

UniFirst Corporation Amended 1996 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 7, 2010)

Second Amendment to the UniFirst Corporation Amended 1996 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 7, 2010)

Third Amendment to the UniFirst Corporation Amended 1996 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 7, 2010)

Fourth Amendment to the UniFirst Corporation Amended 1996 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 7, 2010)

Fifth Amendment to the UniFirst Corporation Amended 1996 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on April 8, 2010)

UniFirst Corporation 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 14, 2011)

Form of Stock Appreciation Right Award Agreement for Company Employees under the UniFirst Corporation 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 14, 2011)

Form of Stock Appreciation Right Agreement for Non-Employee Directors under the UniFirst Corporation 2010

Stock Option and Incentive Plan (incorporated by reference t o Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on January 14, 2011)

Form of Stock Appreciation Right Agreement for Non-Employee Directors under the UniFirst Corporation 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on January 14, 2011)

Form of Non-Qualified Stock Option Agreement for Company Employees under the UniFirst Corporation 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on January 14, 2011)

12 unchanged sentences

1 to Amended and Restated 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on April 4, 2018)

Stock Repurchase Agreement, dated as of March 27, 2018, by and among the Company and the Sellers identified therein (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 28, 2018)

Form of Stock Appreciation Right Award for Company Employees under the UniFirst Corporation Amended and Restated 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 9, 2020)

Form of Restricted Stock Unit Award for Company Employees under the UniFirst Corporation Amended and Restated 2010 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 9, 2020)

UniFirst Corporation Executive Employment Plan (filed herewith)

Form of Stock Appreciation Right Award for eligible participants under the UniFirst Corporation Executive Employment Plan pursuant to the UniFirst Corporation Amended and Restated 2010 Stock Option and Incentive Plan (filed herewith)

Form of Restricted Stock Unit Award for eligible participants under the UniFirst Corporation Executive Employment Plan pursuant to the UniFirst Corporation Amended and Restated 2010 Stock Option and Incentive Plan (filed herewith)

List of Subsidiaries (filed herewith)

7 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith)

The following materials from UniFirst Corporation’s Annual Report on Form 10-K for the year ended August 31, 2019, formatted in XBRL (eXtensible Business Reporting Language):

(i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements and (vii) Schedule II.

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

(filed herewith)

Inline XBRL Taxonomy Extension Schema Document (filed herewith)

Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)

Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)

Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)

Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)

Cover Page Interactive Data File (embedded within the Inline XBRL document) (filed herewith)

Management contract, compensatory plan or arrangement

34 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures