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Current Report · Items 5.07, 7.01, 8.01, 9.01 · 8-K

Unifirst Corp

UNFNYSEEQUITYCurrent

Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure · Other Events

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 11, 2026, UniFirst Corporation, a Massachusetts corporation, (the “Company”) held a virtual special meeting of shareholders (the “Special Meeting”) to consider and vote on the proposals set forth in the definitive proxy statement of the Company prepared in connection with the Mergers (as defined below) filed with the U.S.…

Filed Jun 12, 2026Accepted Jun 12, 2026, 8:13 AM EDTCIK 717954Accession 0001140361-26-025000
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Company context

Headquartered in Wilmington, Mass., UniFirst Corporation (NYSE: UNF) is a North American leader in the supply and servicing of uniform and workwear programs, facility service products, as well as first aid and safety supplies and services. Together with its subsidiaries, the company also manages specialized garment programs for the cleanroom and nuclear industries. In addition to partnering with leading brands, UniFirst manufactures its own branded workwear, protective clothing, and floorcare products at its three company-owned manufacturing facilities. With more than 270 service locations, over 300,000 customer locations, and 16,000-plus employee Team Partners, the company outfits more than 2 million workers every day.

Current securities

Recent company filings

  1. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 11, 2026
  2. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsAug 28, 2026
  3. SCHEDULE 13G/A filingAug 14, 2026
  4. 10-Q filingJul 8, 2026
  5. Results of Operations and Financial ConditionJul 1, 2026

Disclosure sections

Items 5.07, 7.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders. On June 11, 2026, UniFirst Corporation, a Massachusetts corporation, (the “Company”) held a virtual special meeting of shareholders (the “Special Meeting”) to consider and vote on the proposals set forth in the definitive proxy statement of the Company prepared in connection with the Mergers (as defined below) filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 11, 2026. At the Special Meeting, the total number of shares represented in person or by proxy was 12,113,103 of the 14,532,640 shares of Common Stock of the Company and 3,537,257 of the 3,551,265 shares of Class B Common stock of the Company, in each case outstanding and entitled to vote at the Special Meeting as of the close of business on May 11, 2026, the record date of the Special Meeting. For each proposal presented at the Special Meeting, each share of Common Stock entitled the holder thereof to one vote, and each share of Class B Common Stock entitled the holder thereof to ten votes. Together, these shares represented approximately 95% of the total outstanding shares of Common Stock and shares of Class B Common Stock, voting as a single class, and constituted a quorum to conduct business. The following matters were voted upon by the holders of the Company’s Common Stock and Class B Common Stock at the Special Meeting: Proposal 1. Proposal to approve the Agreement and Plan of Merger, dated March 10, 2026 (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, Cintas Corporation (“Cintas”), Bruin Merger Sub I, Inc., a wholly owned subsidiary of Cintas (“Merger Sub Inc.”), and Bruin Merger Sub II, LLC, a wholly owned subsidiary of Cintas (“Merger Sub LLC”). Upon the terms and subject to the conditions of the Merger Agreement, (i) Merger Sub Inc. will merge with and into the Company (the “first merger”), whereupon the separate existence of Merger Sub Inc. will cease, and the Company will continue as the surviving corporation and a wholly owned subsidiary of Cintas, and (ii) immediately after the first merger, the Company will merge with and into Merger Sub LLC, whereupon the separate existence of the Company will cease, and Merger Sub LLC will continue as the surviving entity and a wholly owned subsidiary of Cintas (the “Mergers”, and the proposal, the “Merger Agreement Proposal”). Set forth below are the voting results for the Merger Agreement Proposal, which was approved by the requisite vote of the Company’s shareholders: For Against Abstain Broker Non-Votes For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────────────── 47,458,203 10,251 17,219 -- 47,458,203 10,251 17,219 -- Proposal 2. Non-binding, advisory proposal to approve certain compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”). Set forth below are the voting results for the Compensation Proposal, which was approved by the requisite vote of the Company’s shareholders: For Against Abstain Broker Non-Votes For Against Abstain Broker Non-Votes ──────────────────────────────────────────────────────────────── 40,345,244 7,077,010 63,419 -- 40,345,244 7,077,010 63,419 -- Proposal 3. Proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, including to solicit additional proxies to approve the Merger Agreement Proposal if there are insufficient votes to approve such proposal at the time of the Special Meeting (the “Adjournment Proposal”). As there were sufficient votes to approve the Merger Agreement at the time of the Special Meeting, the Adjournment Proposal was not presented to the shareholders.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On June 12, 2026, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events. As previously disclosed, on March 10, 2026, the Company entered into the Merger Agreement with (i) Cintas, (ii) Merger Sub, Inc., and (iii) Merger Sub LLC. The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (i) Merger Sub Inc. will be merged with and into the Company (the “First Merger”), whereupon the separate existence of Merger Sub Inc. will cease, and the Company will continue as the surviving corporation of the First Merger and a wholly owned subsidiary of Cintas and (ii) immediately after the First Merger, the Company will be merged with and into Merger Sub LLC (the “Second Merger,” and, together with the First Merger, the “Mergers”), whereupon the separate existence of the Company will cease, and Merger Sub LLC will continue as the surviving entity of the Second Merger and a wholly owned subsidiary of Cintas. On June 11, 2026, each of Cintas and the Company received a request for additional information (the “Second Request”) from the FTC in connection with the FTC’s review of the transactions contemplated by the Merger Agreement. Issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both Cintas and the Company substantially comply with the Second Request, unless the waiting period is extended voluntarily by Cintas and the Company or terminated earlier by the FTC. Cintas and the Company have been working cooperatively with the FTC and will continue to do so. The Company continues to expect that the Mergers will close in the second half of calendar 2026, subject to satisfaction or waiver of customary closing conditions and receipt of certain regulatory approvals.
Filed exhibits (1)
EX-99.1 (by filename) ef20075767_ex99-1.htm

EX-99.1 2 ef20075767_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 UniFirst Shareholders Approve Transaction with Cintas WILMINGTON, MA, June 12, 2026 - UniFirst Corporation (NYSE: UNF) (“UniFirst” or “the Company”) today announced that at its Special Meeting of Shareholders (the “Special Meeting”) held yesterday, an overwhelming majority of UniFirst shareholders voted to approve the Company’s pending acquisition by Cintas Corporation (Nasdaq: CTAS) (“Cintas”). Under the terms of the agreement, UniFirst shareholders will receive $155.00 in cash and 0.7720 shares of Cintas stock for each UniFirst share they own. “We appreciate the strong support of our shareholders, whose approval marks an important milestone toward completing our transaction with Cintas,” said Joseph M. Nowicki, Chairman of the UniFirst Board of Directors. “Together with Cintas, UniFirst will be well positioned to deliver meaningful benefits for all of our stakeholders and the communities we serve, while unlocking additional opportunities for growth, advancing innovation and maximizing value for our shareholders.” Over 99% of votes cast were in favor of the merger agreement, representing approximately 95% of all out…

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