Ms. McKee and Messrs. Pertz, Meister and Goetz are incumbent directors of the Board and were recommended to stand for
reelection by the Nominating Committee.
Consideration of Shareholder-Recommended Candidates and Procedure for Shareholder Nominations
To recommend a candidate for consideration by the Nominating Committee, a shareholder should submit a written statement
of the qualifications of the proposed nominee, including full name and address, to: Vestis Corporation, Nominating,
Governance and Corporate Responsibility Committee, c/o Corporate Secretary, 1035 Alpharetta Street, Suite 2100, Roswell,
GA 30075. The written submission should comply with all requirements set forth in our amended and restated Certificate of
Incorporation and amended and restated Bylaws. The committee will consider all candidates recommended by shareholders
in compliance with the foregoing procedures and who satisfy the minimum qualifications for director nominees and Board
member attributes.
Our amended and restated Certificate of Incorporation and amended and restated Bylaws provide that any stockholder
entitled to vote at an annual meeting of stockholders may nominate one or more director candidates for election at that
annual meeting by following certain prescribed procedures. The stockholder must provide to our Corporate Secretary timely
written notice of the stockholder’s intent to make such a nomination or nominations and include specified information. For
further information regarding submission of a director nominee under our general Bylaw provisions, see “Shareholder
Proposals and Nominations for 2026 Annual Meeting.”
Our Bylaws also permit a shareholder, or a group of up to 20 shareholders, that has continuously owned for three years at
least 3% of the Company’s outstanding common shares, to nominate and include in the Company’s annual meeting proxy
materials up to the greater of two directors or the number of directors that does not exceed 20% of the number of directors
serving on the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws.
For further information regarding submission of a director nominee using the Company’s proxy access Bylaw provision, see
“Shareholder Proposals and Nominations for 2026 Annual Meeting.”
Policies and Procedures for Review and Approval of Transactions with Related Persons
We have a written Policy Regarding Transactions With Related Persons, which governs the review, approval and ratification
of transactions between Vestis and related persons of Vestis. This policy applies to any transaction or series of transactions
in which Vestis or a subsidiary is a participant, the amount involved exceeds $120,000 and a “Related Person” (as defined in
Item 404(a) of SEC Regulation S-K) has a direct or indirect material interest; provided, however, that our Board determined
that certain transactions not required to be reported pursuant to Item 404(a) of SEC Regulation S-K are not considered to be
transactions covered by the policy. Under the policy, a related person transaction must be reported to our General Counsel
and be reviewed and approved or ratified by the Audit Committee in accordance with the terms of the policy, prior to the
effectiveness or consummation of the transaction, whenever practicable. The Audit Committee reviews all relevant
information available to it about the potential related person transaction. The Audit Committee, in its sole discretion, may
impose such conditions as it deems appropriate on the Company or the Related Person in connection with the approval of
the Related Person transaction.
How to Contact the Board
Our Board is committed to meaningful engagement with our shareholders and welcomes input and suggestions.
Shareholders and other interested parties wishing to contact the Chairman or the non-management directors as a group are
able to do so by sending a written communication to the attention of the Chairman, c/o Vestis Corporation, Corporate
Secretary’s Office, 1035 Alpharetta Street, Suite 2100, Roswell, GA 30075.
Communications addressed to our Board or to a member of our Board are distributed to the Board or to any individual
director or directors as appropriate, depending upon the facts and circumstances outlined in the communication.
The Corporate Secretary’s office submits to the Board all communications received, but in all cases excluding those items
that are not related to Board duties and responsibilities, such as junk mail and mass mailings.
Miscellaneous
On July 10, 2024, a purported Vestis shareholder commenced a derivative action against Vestis’ directors and certain of its
officers, in the United States District Court for the Northern District of Georgia, captioned Hollin v. Scott, et al., Case No.
1:24-cv-03059-SDG. The complaint seeks unspecified damages on behalf of Vestis and certain other relief, such as certain
reforms to corporate governance and internal procedures. The complaint (in which Vestis is named as a nominal defendant)
generally alleges, among other things, breaches of fiduciary duties in connection with the oversight of Vestis’ public
statements and internal controls, and that Vestis was damaged as a result of the breaches of fiduciary duties. The complaint
also alleges, among other things, violations of Section 10(b) of the Securities Exchange Act of 1934, aiding and abetting
breach of fiduciary duty, unjust enrichment, and waste of corporate assets. We intend to vigorously defend this matter.