エドガーで原本を確認する
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Delaware
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001-41783 |
92-2573927
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1035 Alpharetta Street,
Suite 2100,
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Roswell, Georgia
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30075
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(Address of Principal Executive Offices)
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(Zip Code)
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| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on which Registered
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Common Stock, par value $0.01 per share
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VSTS |
New York Stock Exchange
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| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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•
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52 weeks of base salary (26 weeks if he is employed for less than one year), payable in installments in accordance with
the Company’s normal payroll cycle (the “Severance Pay Period”);
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continued coverage under the Company’s group medical and life insurance arrangements during the Severance Pay Period under
the terms applicable to active employees (with such group medical arrangement coverage applied against his COBRA entitlement); and
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continued car allowance or car lease arrangement (as applicable) during the Severance Pay Period.
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Item 7.01
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Regulation FD.
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| Item 9.01 |
Financial Statements and Exhibits.
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| (d) |
Exhibits
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Exhibit No.
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Description
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Press release of Vestis Corporation, dated December 16, 2025
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Amended and Restated Offer Letter, dated December 15, 2025, by and between Vestis Corporation and Adam K. Bowen
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Amended and Restated Agreement Relating to Employment and Post-Employment Competition, dated December 15, by and between Vestis Services, LLC and Adam K. Bowen
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Vestis Corporation
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Date:
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December 16, 2025
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By:
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/s/ Jim Barber
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Name:
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Jim Barber
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Title:
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Chief Executive Officer
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Accepted:
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Adam K. Bowen
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(Please Print Name)
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/s/ Adam K. Bowen
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12/15/2025
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(Please Sign Name)
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Date
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Title:
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Interim Chief Financial Officer
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Level:
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Executive Leadership Team (while Interim Chief Financial Officer)
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Reports To:
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Chief Executive Officer
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Effective Date:
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December 16, 2025 (except as specified for base salary below)
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Location:
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Vestis Teammate Support Center, Roswell, GA
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Annual Base Salary:
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$400,000 (effective December 13, 2025)
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Annual Bonus:
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You will be eligible to participate in Vestis’ Annual Management Incentive Bonus (MIB) Plan. The current guideline for your position is a target bonus of 35%
of base salary. The terms of the MIB are set forth in the plan document which also describes how your bonus for any year is calculated and other terms and conditions relating to the bonus.
Your annual MIB bonus opportunity will be determined on the basis of both the performance of Vestis and your individual performance measured against certain
annual financial and non-financial goals. You must be employed by Vestis on the payment date to remain eligible to receive any MIB payout except as otherwise provided in the Employment Agreement.
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Annual LTI Equity
Award:
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Vestis’ Annual Long-Term Incentive (LTI) Equity Awards typically occur in December each year. This offer has no impact on the FY26 Annual LTI Equity Award
that was awarded to you on December 9, 2025. We will recommend that you receive a FY27 Annual LTI Equity Award with a grant value of $135,000, subject to approval by the Compensation & Human Resources Committee of the Vestis Board of
Directors (the Committee).
Each Annual LTI Equity Award may include a combination of restricted stock units, stock options and/or performance stock units as determined by the Committee
at the time of each grant. Please note that Vestis reserves the right to modify our LTI Equity Award grant practices at any time. The actual terms and conditions of each grant will be set forth in the Vestis LTI Equity Award Agreement(s),
where the grant details will be provided to you electronically following each grant date.
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Discretionary LTI Equity
Award:
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You will receive a one-time Discretionary LTI Equity Award with a grant value of $150,000 in the form of restricted stock units (RSUs). This Discretionary
LTI Equity Award will be granted on December 19, 2025, or as soon as administratively feasible thereafter (the “Grant Date”), in accordance with the Vestis Equity Grant Policy. This Discretionary LTI Equity Award will vest evenly over
three years, one-third on each anniversary of the Grant Date.
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The terms of your Discretionary LTI Equity Award will be evidenced by an RSU Award Grant Agreement & Grant Notice that will set forth the actual terms and conditions of
your award.
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Discretionary Cash Award:
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You will receive a one-time Discretionary Cash Award in the amount of $200,000 payable in two installments:
1. A first payment to you of $100,000, less all applicable payroll tax withholdings, will be payable in December 2025 following your acceptance of this offer. You will be required to repay this amount to
Vestis if you resign your employment with Vestis for any reason or if your employment terminates by the company for “Cause” (as defined in your Employment Agreement) prior to your appointment as the permanent Chief Financial Officer of
Vestis Corporation or the 90-day anniversary of the effective date of the appointment of a permanent Chief Financial Officer of Vestis Corporation (the “Earned Date”).
2. A second payment to you of $100,000, less all applicable payroll tax withholdings, will be payable on the Earned Date if you remain employed with Vestis until the Earned Date.
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Benefits:
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You will continue to be eligible to participate in the standard Vestis Benefits Program available to all teammates, as well as the Executive Benefits/Perquisites Program
currently available to other similarly situated executives, which are subject to change from time to time.
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Auto Allowance:
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You will continue to be eligible to receive a taxable auto allowance of $800 per month which is subject to applicable tax withholding and is payable
bi-weekly.
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Vacation:
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4 weeks
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| A. |
Subject to Article 2. B. below, Employee, during Employee’s period of employment with Vestis, and for a period of one year following the voluntary or involuntary termination of employment, shall not,
without Vestis’s written permission, which shall be granted or denied in Vestis’s sole discretion, directly or indirectly, associate with (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal,
investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), or acquire or maintain ownership interest in, any Business which is competitive with that conducted by or developed for later
implementation by Vestis at any time during the term of Employee’s employment. For purposes of this Agreement, “Business” shall be defined as a person, corporation, firm, LLC, partnership, joint venture or other entity. Nothing in the
foregoing shall prevent Employee from investing in a Business that is or becomes publicly traded, if Employee’s ownership is as a passive investor of less than 1% of the outstanding publicly traded stock of the Business.
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| B. |
The provision set forth in Article 2.A above, shall apply to the full extent permitted by law (i) in all fifty states, and (ii) in each foreign country, possession or territory in which Vestis may be
engaged in, or have plans to engage in, business (x) during Employee’s period of employment, or (y) in the case of a termination of employment, as of the effective date of such termination or at any time during the twenty-four month period
prior thereto.
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| C. |
Employee acknowledges that these restrictions are reasonable and necessary to protect the business interests of Vestis, and that enforcement of the provisions set forth in this Article 2 will not
unnecessarily or unreasonably impair Employee’s ability to obtain other employment following the termination (voluntary or involuntary) of Employee’s employment with Vestis. Further, Employee acknowledges that the provisions set forth in
this Article 2 shall apply if Employee’s employment is involuntarily terminated by Vestis for Cause; as a result of the elimination of employee’s position; for performance-related issues; or for any other reason or no reason at all.
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| A. |
If Employee’s employment is terminated by Vestis for any reason other than Cause, Employee shall be entitled to the following post-employment benefits:
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1. |
Severance Pay: Employee shall receive severance payments
equivalent to Employee’s weekly base salary as of the effective date of termination for the number of weeks set forth on the following schedule:
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Years of Continuous Service
with Vestis (or with any of its
Predecessor Corporations or
its Parent) Completed from
Last Hire Date
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Weeks of Severance Pay
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Less than 1
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26
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1 year or more
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52
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2.
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Other Post-Employment Benefits
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(a) |
Basic Group medical and life insurance coverages shall continue under then prevailing terms during the Severance Pay Period; provided, however, that if Employee becomes employed by a new employer
during that period, continuing coverage from Vestis will become secondary to any coverage afforded by the new employer. Employee’s share of the premiums will be deducted from Employee’s severance payments. Basic Group medical coverage
provided during such period shall be applied against Vestis’s obligation to continue group medical coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Upon termination of basic group medical and life
coverages, Employee may convert such coverages to individual policies to the extent allowable under the terms of the plans providing such coverages.
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(b) |
If, at the time of termination, Vestis is providing Employee with a leased vehicle, then Vestis will continue to provide the leased vehicle through the Severance Pay Period under the same terms and
conditions as in effect at the time of the Employee’s termination. At the expiration of the Severance Pay Period, Employee must return the leased vehicle to Vestis unless the Employee elects to purchase the vehicle in accordance with the
applicable Vestis policy then in effect. If Employee is receiving a car allowance at the time of the Employee’s termination, such car allowance will continue to be paid through the Severance Pay Period. At the expiration of the Severance Pay
Period, the Employee will cease being paid a car allowance.
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(c) |
Employee’s eligibility to participate in all other benefit and compensation plans, including, but not limited to the Management Incentive Bonus, Long Term Disability, any nonqualified plans and any
stock option or ownership plans, shall terminate as of the effective date of Employee’s termination unless provided otherwise under the terms of a particular plan, provided, however, that participation in supplemental plans and programs made
available solely to Executive Leadership Council members shall cease as of the effective date of termination.
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| B. |
Termination for “Cause” shall be defined as termination of employment due to: (i) conviction of or entry of a plea of guilty or nolo contendere to a felony (or any similar crime for purposes of laws
outside the United States), (ii) fraud or dishonesty, (iii) willful failure to perform assigned duties, (iv) willful violation of Vestis’s Business Conduct Policy, or (v) intentionally working against the best interests of Vestis.
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If Employee is terminated by Vestis for reasons other than Cause, Employee will receive the severance payments and other post-employment benefits during the Severance Pay Period even if Employee
commences other employment during such period provided such employment does not violate the terms of Article 2.
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| D. |
In addition to the remedies set forth in Article 5, Vestis reserves the right to terminate all severance payments and other post-employment benefits if Employee violates the covenants set forth in
Articles 1, 2, 3 or 4 above.
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| E. |
Employee’s receipt of severance and other post-employment benefits under this Agreement is contingent on (i) Employee’s execution of a release in a form reasonably acceptable to Vestis, except that
such release shall not include any claims by Employee to enforce Employee’s rights under, or with respect to, this Agreement or any Vestis benefit plan pursuant to its terms, and (ii) the expiration of the applicable Age Discrimination in
Employment Act revocation period without such release being revoked by Employee. For the avoidance of doubt, notwithstanding anything else contained in this Article 6 to the contrary, Vestis may choose not to commence (or may choose to
discontinue) providing any payment or benefit hereunder unless and until Employee executes and delivers, without revocation, the foregoing release within 60 days following Employee’s termination of employment; provided, however, that subject to receipt of such executed release, Vestis shall commence providing such payments and
benefits within 75 days following the date of termination of Employee’s employment.
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| A. |
As used throughout this Agreement, Vestis includes Vestis Services, LLC, and its parents, subsidiaries and affiliates, or any corporation, joint venture, or other entity in which Vestis Corporation
or its subsidiaries or affiliates have an equity interest in excess of ten percent (10%).
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| B. |
This Agreement shall supersede and substitute for any previous post-employment or severance agreement between Employee and Vestis and its predecessors.
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| C. |
If Employee’s employment with Vestis terminates solely by reason of a transfer of stock or assets of, or a merger or other disposition of, a subsidiary of Vestis Corporation (whether direct or
indirect), such termination shall not be deemed a termination of employment by Vestis for purposes of this Agreement, provided that Vestis requires the subsequent employer, by agreement, to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that Vestis would be required to perform it if no such transaction had taken place. Employee acknowledges and agrees that Vestis may assign this Agreement and Vestis’s rights hereunder, and
particularly Articles 1, 2, 3 and 4, in its sole discretion and without advance approval by Employee. In such case, Employee agrees that Vestis may assign this Agreement and all references to “Vestis” contained in this Agreement shall
thereafter be deemed to refer to the subsequent employer.
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| D. |
Employee shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise.
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| E. |
In the event any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions of this Agreement shall not be affected thereby.
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| F. |
In the event that it is reasonably determined by Vestis that, as a result of the deferred compensation tax rules under Section 409A of the Internal Revenue Code of 1986, amended (and any related
regulations or other pronouncements thereunder) (“the Deferred Compensation Tax Rules”), any of the payments or benefits that Employee is entitled to under the terms of this Agreement may not be made at the time contemplated by the terms
hereof or thereof, as the case may be, without causing Employee to be subject to tax under the Deferred Compensation Tax Rules, Vestis shall, in lieu of providing such payment or benefit when otherwise due under this Agreement, instead
provide such payment or benefit on the first day on which such provision would not result in Employee incurring any tax liability under the Deferred Compensation Tax Rules; which day, if Employee is a “specified employee” within the meaning
of the Deferred Compensation Tax Rules, shall be the first day of the seventh month following the date of Employee’s termination of employment (or the earliest date as is permitted under the Deferred Compensation Tax Rules, without any
accelerated or additional tax); provided, further, that to the extent that the amount of payments due under Article 6.A are not subject to the Deferred Compensation Tax Rules by virtue of the application of Treas. Reg. Sec.
1.409A-1(b)(9)(iii)(A), such payments may be made prior to the expiration of such six-month period. In addition, in the event that any payments or benefits that Vestis would otherwise be required to provide under this Agreement cannot be
provided in the manner contemplated herein without subjecting Employee to tax under the Deferred Compensation Tax Rules, Vestis shall provide such intended payments or benefits to Employee in an alternative manner that conveys an equivalent
economic benefit to Employee as soon as practicable as may otherwise be permitted under the Deferred Compensation Tax Rules. For purposes of the Deferred Compensation Tax Rules, (i) each payment made under this Agreement (including, without
limitation, each installment payment due under Article 6 above) shall be designated as a “separate payment” within the meaning of the Deferred Compensation Tax Rules, and if the commencement of any payment or benefit provided under Article 6
(or if applicable Appendix A) that constitutes “deferred compensation” under the Deferred Compensation Tax Rules could, by application of the terms conditioning such payment or benefit upon the execution and non-revocation of a release set
forth in Article 6, occur in one of two taxable years, then the commencement of such payment or benefit shall begin on the first payroll date occurring in January of such second taxable year, and (ii) any references herein to Employee’s
“termination of employment” shall refer to Employee’s “separation from service” with Vestis and its affiliates within the meaning of the Deferred Compensation Tax Rules.
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| G. |
The terms of this Agreement shall be governed by the laws of the State of Georgia, without regard to conflicts of laws principles thereof. For purposes of any action or proceeding, Employee irrevocably submits to the non-exclusive jurisdiction of the courts of Georgia and the courts of the United States of America located in Georgia for the purpose of any judicial
proceeding arising out of or relating to this Agreement, and acknowledges that the designated fora have a reasonable relation to the Agreement and to the parties’ relationship with one another. Notwithstanding the provisions of this Article 13.G, Vestis may, in its discretion, bring an action or special
proceeding in any court of competent jurisdiction for the purpose of seeking temporary or preliminary relief pending resolution of a dispute.
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Employee expressly consents to the application of Article 13.G to any judicial action or proceeding arising out of or relating to this Agreement. Vestis shall have the right to serve legal process
upon Employee in any manner permitted by law. In addition, Employee irrevocably appoints the General Counsel of Vestis (or any successor) as Employee’s agent for service of legal process in connection with any such action or proceeding and
Employee agrees that service of legal process upon such agent, who shall promptly advise Employee of any such service of legal process at the address of Employee then in the records of Vestis, shall be deemed in every respect effective
service of legal process upon Employee in any such action or proceeding.
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Employee hereby waives, to the fullest extent permitted by applicable law, any objection that Employee now or hereafter may have to personal jurisdiction or to the laying of venue of any action or
proceeding brought in any court referenced in Article 13.G and hereby agrees not to plead or claim the same.
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| J. |
Notwithstanding any other provision of this Agreement, Vestis may, to the extent required by law, withhold applicable federal, state and local income and other taxes from any payments due to Employee
hereunder.
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| K. |
Employee and Vestis acknowledge that for purposes of Article 6, Employee’s last hire date with Vestis is February 10, 2025.
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This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Company and Employee, and their respective heirs, legal representatives, successors and assigns. Employee
acknowledges and agrees that this Agreement, including its provisions on post-employment restrictions, is specifically assignable by Vestis. Employee hereby consents to such future assignment and agrees not to challenge the validity of such
future assignment.
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VESTIS SERVICES, LLC.:
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/s/ Rod L. Wedemeier
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12/15/2025
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Rod L. Wedemeier
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Date
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EMPLOYEE:
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/s/ Adam K. Bowen
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12/15/2025
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Adam K. Bowen
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Date
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None
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