Vestis Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
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(Exact name of Registrant as Specified in its Charter)
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| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(470 ) 226-3655
(Registrant's Telephone Number, Including Area Code)
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 1.01. Entry into a Material Definitive Agreement.
On May 5, 2025, Vestis Corporation (the “Company”) and Keith A. Meister and Corvex Management LP (“Corvex) entered into an amendment (the “Amendment”) to that certain Letter Agreement, dated June 18, 2024 (“Letter Agreement”), between the parties that increases the beneficial ownership limit from 15.0% to 20.0% (and economic exposure limit from 17.0% to 20.0%) of the outstanding shares of the Company’s common stock that Corvex and its affiliates are permitted to acquire during the standstill period. The standstill provisions, including the increased ownership limit, continue in effect through the date Mr. Meister is no longer serving on the Company’s Board of Directors.
A copy of the Amendment is filed with this Current Report on Form 8-K and attached hereto as Exhibit 10.1 and incorporated by reference herein. The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. | Description | |||||||
| 10.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: | May 6, 2025 | By: | /s/ André C. Bouchard | |||||||||||
| Name: | André C. Bouchard | |||||||||||||
| Title: | Executive Vice President, Chief Legal Officer, General Counsel and Secretary | |||||||||||||