Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, management, with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures, as of the end of the period covered by this report, are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosures.
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Management has evaluated the effectiveness of the internal controls over financial reporting, based on the framework and criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and concluded that they were effective as of September 27, 2024. All internal control systems have inherent limitations; as such, they may not prevent or detect all misstatements or fraud. Therefore, even those internal controls systems determined to be effective can provide only reasonable assurance with respect to financial statements preparation and reporting. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that the current control structure may become inadequate for changes in conditions or the degree of compliance with the policies may deteriorate.
Attestation Report of the Registered Public Accounting Firm
The effectiveness of such controls has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in their report included in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
No change in our internal control over financial reporting occurred during our fourth quarter of fiscal 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
During the three months ended September 27, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A under the captions “Proposal 1: Election of Directors,” “Corporate Governance,” and “Executive Officers”, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended September 27, 2024.
Item 11. Executive Compensation .
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A under the captions “Executive Compensation” and “2024 Director Compensation”, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended September 27, 2024.
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A under the captions “Beneficial Ownership of Our Common Stock” and “Equity Compensation Plan Information”, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended September 27, 2024.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, under the captions “Review of Related Party Transactions” and "Independence of Directors”, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended September 27, 2024.
Item 14. Principal Accounting Fees and Services.
The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A under the caption “Proposal 4: Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm,” which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended September 27, 2024.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following documents are filed as exhibits hereto:
Exhibit Number Exhibit Description
2.1† Separation and Distribution Agreement, dated as of September 29, 2023, by and between Aramark and Vestis Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed October 2, 2023; File No. 001-41783)
3.1 Amended and Restated Certificate of Incorporation of Vestis Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 2, 2023; File No. 001-41783)
3.2 Amended and Restated Bylaws of Vestis Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed October 2, 2023; File No. 001-41783)
10.1† Transition Services Agreement, dated as of September 29, 2023, by and between Aramark and Vestis Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 2, 2023; File No. 001-41783)
10.2† Tax Matters Agreement, dated as of September 29, 2023, by and between Aramark and Vestis Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 2, 2023; File No. 001-41783)
10.3 Employee Matters Agreement, dated as of September 29, 2023, by and between Aramark and Vestis Corporation (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed October 2, 2023; File No. 001-41783)
10.4+
Form of Indemnification Agreement by and between Vestis Corporation and individual directors or officers (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed October 2, 2023; File No. 001-41783)
10.5† Credit Agreement, dated as of September 29, 2023, among Vestis Corporation, as U.S. Borrower, Canadian Linen and Uniform Service Corp., as Canadian Borrower, each Subsidiary of Vestis Corporation from time to time party thereto, the financial institutions from time to time party thereto, the issuing banks named therein, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed October 2, 2023; File No. 001-41783)
10.6+
Vestis Corporation 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed October 2, 2023; File No. 001-41783)
10.7+
Form of Deferred Stock Unit Award Agreement Pursuant to the Vestis Corporation 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed October 2, 2023; File No. 001-41783)
10.8+* Form of Restricted Stock Unit Award Agreement Pursuant to the Vestis Corporation 2023 Long-Term Incentive Plan
10.9+* Form of Stock Option Award Agreement Pursuant to the Vestis Corporation 2023 Long-Term Incentive Plan
10.10+* Form of Performance Stock Unit Award Agreement Pursuant to the Vestis Corporation 2023 Long-Term Incentive Plan
10.11+* Third Amended and Restated Stock Incentive Plan of Aramark (which governs certain pre-Separation awards per the terms of the Employee Matters Agreement)
10.12+* Form of Aramark Stock Option Award Agreement (which governs certain pre-Separation awards per the terms of the Employee Matters Agreement)
10.13+* Form of Aramark Restricted Stock Award Agreement (which governs certain pre-Separation awards per the terms of the Employee Matters Agreement)
10.14+* Form of Aramark Performance Stock Unit Award Agreement (which governs certain pre-Separation awards per the terms of the Employee Matters Agreement)
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10.15+ Offer Letter, dated as of December 31, 2021, by and between Aramark and Timothy Donovan (incorporated by reference to Exhibit 10.1 5 to the Company’s Annual Report on Form 10 -K filed on December 21 , 2023; File No. 001-41783)
10.16+ Agreement Relating to Employment and Post-Employment Competition, dated as of December 31, 2021, by and between Aramark and Timothy Donovan (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form 10 filed on September 6, 2023; File No. 001-41783)
10.17+* Summary of modification to Timothy R. Donovan Offer Letter, Agreement Relating to Employment and Post-Employment Competition and Outstanding Equity Awards with “Retirement with Notice” Provisions dated September 24, 2024
10.18+
Offer Letter, dated as of July 28, 2023, by and between Aramark and Christopher R. Synek (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form 10 filed on September 6, 2023; File No. 001-41783)
10.19+
Agreement Relating to Employment and Post-Employment Competition, dated as of August 30, 2023, by and between Aramark Services, Inc. and Christopher R. Synek (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form 10 filed on September 6, 2023; File No. 001-41783)
10.20+
Form of Director Letter (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form 10 filed on September 6, 2023; File No. 001-41783)
10.21+ Vestis Corporation Management Incentive Bonus Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 1, 2023; File No. 001-41783)
10.22+
Vestis Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 1, 2023; File No. 001-41783)
10.23+*
Separation Agreement and General Release, dated as of February 5, 2024, by and between Vestis Services, LLC and Christopher R. Synek
10.24+*
Form of Director Restricted Stock Unit Award Agreement Pursuant to the Vestis Corporation 2023 Long-Term Incentive Plan
10.25
Amendment No. 1, dated as of February 22, 2024, among Vestis Corporation, as U.S. Borrower, Canadian Linen and Uniform Service Corp., as Canadian Borrower, each Subsidiary of Vestis Corporation party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 22, 2024; File No. 001-41783)
10.26+
Amended and Restated Employment Agreement, dated as of April 2, 2024, by and between Vestis Corporation and Kim T. Scott (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 5, 2024; File No. 001-41783)
10.27+
Amended and Restated Employment Agreement, dated as of April 2, 2024, by and between Vestis Corporation and Rick T. Dillon (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 5, 2024; File No. 001-41783)
10.28+
Amended and Restated Employment Agreement, dated as of April 2, 2024, by and between Vestis Corporation and Angela J. Kervin (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 5, 2024; File No. 001-41783)
10.29+
Amended and Restated Employment Agreement, dated as of April 2, 2024, by and between Vestis Corporation and Grant Shih (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 5, 2024; File No. 001-41783)
10.30
Letter Agreement, dated June 18, 2024, by and among the Company and Keith A. Meister and Corvex Management LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 20, 2024; File No. 001-41783)
10.31+
Employment Agreement, dated as of June 19, 2024, by and between Vestis Corporation and William Seward (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 23, 2024; File No. 001-41783)
10.32
Receivables Purchase Agreement, dated as of August 2, 2024, by and among VS Financing, LLC, as the seller, Vestis Services, LLC, as servicer, the persons from time to time party thereto as purchasers, PNC Bank, National Association, as administrative agent, and PNC Capital Markets LLC, as structuring agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 7, 2024; File No. 001-41783)
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10.33
Sale and Contribution Agreement, dated as of August 2, 2024, by and among Vestis Services, LLC, as servicer and originator, certain other Originators, and VS Financing, LLC, as buyer (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 7, 2024; File No. 001-41783)
10.34+* 2025 Form of Performance Stock Unit Award Agreement Pursuant to the Vestis Corporation 2023 Long-Term Incentive Plan
19.1* Vestis Corporation Securities Trading Policy
21.1*
List of subsidiaries of Vestis Corporation
23.1*
Consent of Independent Registered Public Accounting Firm-Deloitte & Touche LLP
31.1*
Certification of Kim Scott, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Rick Dillon, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Kim Scott, Chief Executive Officer, and Rick Dillon, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 The following financial information from Vestis' Annual Report on Form 10-K for the period ended September 27, 2024 formatted in inline XBRL: (i) Consolidated and Combined Balance Sheets as of September 27, 2024 and September 29, 2023; (ii) Consolidated and Combined Statements of Income for the fiscal years ended September 27, 2024, September 29, 2023 and September 30, 2022; (iii) Consolidated and Combined Statements of Comprehensive Income for the fiscal years ended September 27, 2024, September 29, 2023 and September 30, 2022; (iv) Consolidated and Combined Statements of Cash Flows for the fiscal years ended September 27, 2024, September 29, 2023 and September 30, 2022; (v) Consolidated and Combined Statements of Changes in Equity for the fiscal years ended September 27, 2024, September 29, 2023 and September 30, 2022; and (vi) Notes to consolidated and combined financial statements
104 Inline XBRL for the cover page of this Annual Report on Form 10-K; included in Exhibit 101 Inline XBRL document set
______________________
† Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.
+ Represents a management contract or compensatory arrangement.
* Filed herewith.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized on November 22, 2024.
Vestis Corporation
By:
/s/ RICK DILLON
Name:
Rick Dillon
Title:
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on November 22, 2024.
Name
Capacity
/s/ KIM SCOTT
Chief Executive Officer and Director
Kim Scott
(Principal Executive Officer)
/s/ RICK DILLON
Executive Vice President and Chief Financial Officer
Rick Dillon
(Principal Financial Officer)
/s/ BRYAN JOHNSON
Chief Accounting Officer
Bryan Johnson
(Principal Accounting Officer)
/s/ PHILLIP HOLLOMAN
Director, Chairman
Phillip Holloman
/s/ DOUG PERTZ
Director, Vice Chairman
Doug Pertz
/s/ RICHARD BURKE
Director
Richard Burke
/s/ WILLIAM W. GOETZ Director
William W. Goetz
/s/ TRACY JOKINEN
Director
Tracy Jokinen
/s/ LYNN B. MCKEE Director
Lynn B. McKee
/s/ KEITH MEISTER
Director
Keith Meister
/s/ MARY ANNE WHITNEY
Director
Mary Anne Whitney
/s/ ENA WILLIAMS
Director
Ena Williams
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