Engine Capital Comments on UniFirst Common Shareholders’ Decisive Mandate for Change at 2026 Annual Meeting

Key Terms

proxy contest financial

A proxy contest occurs when shareholders try to influence a company's decisions by challenging the current management or board of directors, often by trying to gain enough support from other shareholders to make changes. It’s like a group of voters trying to sway an election by persuading others to support their preferred candidate or agenda. This process matters to investors because it can lead to significant changes in how a company is run, affecting its future direction and value.

class b common stock financial

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

dual-class structure financial

A dual-class structure is a way companies organize their ownership by creating two types of shares: one that gives shareholders more voting power and another with less or no voting rights. This approach allows certain shareholders, often company founders or insiders, to maintain control even if they own a smaller portion of the total shares. For investors, it matters because it can influence how much influence they have over company decisions and how the company's leadership is held accountable.

Majority of Common Stock Outstanding Supported Both Engine Nominees

Less than 19% and 24% of Common Stock Outstanding, Respectively, Voted “FOR” Incoming Chairman Joseph Nowicki and Director Steven Sintros

Both Engine Nominees Would Have Been Elected If All Holders Had One Vote Per Share

Engine Urges the Independent Directors and Croatti Trustees to Heed Shareholders’ Demand for a Strategic Review and Pursue Sale of the Company

NEW YORK--(BUSINESS WIRE)-- Engine Capital LP (together with its affiliates, “Engine” or “we”), which owns approximately 3.2% of the outstanding shares of common stock of UniFirst Corporation (NYSE: UNF) (“UniFirst” or the “Company”), today commented on the results of the Company’s 2026 Annual Meeting (the “Meeting”).

Based on the preliminary results of the Meeting, a majority of the common stock outstanding (14,530,548 shares) voted for both of Engine’s nominees, Arnaud Ajdler and Michael A. Croatti:

	COMMON SHARES “FOR”	% FOR
Michael A. Croatti	8,940,474	61.5%
Arnaud Ajdler	8,587,063	59.1%
Joseph Nowicki	2,691,671	18.5%
Steve Sintros	3,413,929	23.5%

We also believe that, if all holders had one vote per share, rather than the ten votes per share enjoyed by holders of the Company’s Class B common stock, both Engine nominees would have received more votes than the Company’s nominees and would have been elected. In other words, a majority of UniFirst’s economic owners supported both Engine nominees. The Company’s nominees failed to win support from a majority of shares, but were elected anyway, because the Croatti trustees control 71.0% of the Company’s voting rights with just 19.6% of the economic ownership.

	SHARES “FOR”
Michael A. Croatti	9,013,235
Arnaud Ajdler	8,659,824
Joseph Nowicki	6,169,175
Steve Sintros	6,891,433

Mr. Ajdler, Founder and Managing Partner of Engine, commented:

“This proxy contest was a decisive referendum on the leadership of the Croatti trustees (including Cynthia, Carol, and Matt Croatti) and the independent directors (Mr. Nowicki, Sergio A. Pupkin, Cecilia McKenney, and Michael Iandoli). Shareholders’ overwhelming support for Engine’s nominees and its platform represents an unequivocal rebuke of UniFirst’s value-destructive standalone strategy and sends a powerful message that the Board should immediately initiate a strategic review and engage with potential buyers.

The rejection of the Company’s nominees also underscores the need for UniFirst to improve its governance by eliminating its dual-class structure and signals that there is no interest in continuing Cynthia Croatti’s failed leadership by allowing her to hand-pick Kelly Rooney as the Company’s next CEO.

It is time for Carol and Matt Croatti – who have refused to engage with us directly – to finally recognize that they are out of step with what mattered most to Ron Croatti: winning in the marketplace, keeping his family united, and making smart financial decisions for the benefit of the family – especially his children. Instead, the Croatti’s current standalone strategy is driving market share losses, deepening family divisions, and destroying shareholder value. Selling the Company is the best path to achieving Ron’s goals and honoring his legacy.

With less than 19% of the common stock outstanding and a minority of the economic owners supporting Mr. Nowicki, the independent directors must acknowledge that they no longer have a mandate from shareholders to oversee the Company, and their approach is misaligned with shareholder interests. Continuing this trajectory risks lasting damage to their professional reputations and future opportunities. The outmoded dual-class share structure is the only reason the current Board is still even in a position to make decisions on behalf of shareholders.

In its statement announcing the results of the election, the Board refers to “enhancing value” and “tak[ing] actions… that we believe are in the best interest of all UniFirst shareholders.”¹ Shareholders have articulated what that means and it’s time for the Croatti trustees and the independent directors to accept reality and execute on the mandate shareholders delivered at the Meeting.

We reiterate our call for the Board to form a special committee of independent directors and initiate a thorough assessment of value-maximizing alternatives, including a sale of the Company.”

About Engine Capital

Engine Capital LP is a value-oriented special situations fund that invests both actively and passively in companies undergoing change.

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1 Source: Company’s press release: https://www.sec.gov/Archives/edgar/data/717954/000119312525319176/unf-ex99_1.htm

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20251216574563/en/

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Source: Engine Capital LP