Vestis (VSTS) Proxy Filing summary

Executive summary

• Fiscal 2025 ended with positive free cash flow and a solid financial position, launching a multi-year transformation plan focused on commercial excellence, operational efficiency, and asset optimization to drive sustainable, profitable growth starting in fiscal 2026.

• New CEO James J. Barber, Jr. joined in June 2025, bringing a renewed focus on customer service and operational rigor, with priorities for 2026 including cost reduction, improved customer retention, and enhanced network efficiencies.

• Vestis is the second-largest uniform rental provider in North America, serving over 300,000 customer accounts across the U.S. and Canada.

Voting matters and shareholder proposals

• Shareholders will vote on the election of three Class II directors, an advisory say-on-pay vote for executive compensation, and ratification of Deloitte & Touche LLP as the independent auditor for fiscal 2026.

• The board recommends voting in favor of all proposals; the record date for voting is December 22, 2025, and the meeting will be held virtually on February 18, 2026.

• Shareholders can submit proposals and director nominations for the 2027 annual meeting, with specific deadlines and requirements outlined in the bylaws.

Board of directors and corporate governance

• The board consists of ten directors, eight of whom are independent; all board committees are composed solely of independent directors.

• The board is divided into three classes until 2027, after which directors will be elected annually.

• The board has Audit, Compensation and Human Resources, and Nominating, Governance and Corporate Responsibility Committees, each with defined charters and responsibilities.

• The board conducts annual self-evaluations and maintains a Code of Ethics for senior financial officers and a Business Conduct Policy for all employees.

• Shareholders have the right to nominate directors and call special meetings under the certificate of incorporation and bylaws.