Vestis (VSTS) Proxy Filing summary

Executive summary

• Fiscal 2024 marked the first year as a standalone public company, with a new brand identity and a focus on empowering employees and customers.

• Achieved a 23% reduction in injury rate and a 20% decline in vehicle incidents, with high employee engagement and strengthened management.

• Customer retention improved by 150 basis points, and route sales increased 50%, contributing to high-margin growth.

• Logistics optimization and inventory initiatives reduced inventory by $13 million, and over $335 million in debt was repaid, lowering leverage from 3.95x to 3.62x.

• Entering fiscal 2025 with commercial momentum, a customer-centric culture, and a strategy focused on long-term shareholder value.

Voting matters and shareholder proposals

• Four proposals to be voted on: election of four Class I directors for two-year terms, advisory say-on-pay vote, advisory vote on say-on-pay frequency (recommended: annual), and ratification of Deloitte & Touche LLP as auditor.

• Board recommends voting for all proposals and for annual say-on-pay frequency.

• Shareholders of record as of December 4, 2024, are eligible to vote at the virtual meeting on January 27, 2025.

Board of directors and corporate governance

• Board consists of ten members, eight of whom are independent; separate Chairman and CEO roles.

• Board committees (Audit, Compensation & Human Resources, Nominating & Governance) are composed solely of independent directors.

• Directors are elected by majority vote in uncontested elections and must submit resignations if not elected by majority.

• Shareholders can nominate directors and call special meetings under certain conditions.

• Annual board and committee self-evaluations are conducted to enhance effectiveness.