[DFAN14A] UNIFIRST CORP SEC Filing
Rhea-AI Filing Summary
Engine Capital LP, which owns about 3.2% of UniFirst Corporation’s common stock, is urging changes at the company after the 2026 annual meeting. Based on preliminary results, Engine says a majority of the common stock outstanding (14,530,548 shares) voted for its director nominees, Michael A. Croatti and Arnaud Ajdler, with support levels of 61.5% and 59.1% of common shares voting “for,” respectively, versus 18.5% for incoming chairman Joseph Nowicki and 23.5% for director Steven Sintros.
Engine argues that if every share had one vote, its nominees would have been elected, but the Croatti family’s Class B shares hold ten votes per share and Croatti trustees control 71.0% of voting rights with 19.6% of economic ownership. Engine is calling on the independent directors and Croatti trustees to conduct a strategic review, consider a sale of the company, and address UniFirst’s dual-class share structure by forming a special committee of independent directors.
Positive
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Insights
Engine’s proxy campaign highlights tension between UniFirst’s public shareholders and its dual-class control structure.
Engine Capital reports that, in preliminary 2026 meeting results, its nominees received more support from common shareholders than UniFirst’s candidates, yet did not gain board seats because the Croatti family’s high-vote shares control
Engine is pressing for a strategic review and explicitly raises the possibility of a sale of the company, while also calling for governance changes such as addressing the dual-class structure and forming a special committee of independent directors. The filing signals continued activist pressure, but actual outcomes will depend on decisions by the Croatti trustees and the independent directors, who currently retain control under the existing capital structure.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
| UNIFIRST CORPORATION |
(Name of Registrant as Specified In Its Charter) |
ENGINE CAPITAL LP ENGINE JET CAPITAL, L.P. ENGINE LIFT CAPITAL, LP ENGINE AIRFLOW CAPITAL, L.P. ENGINE CAPITAL MANAGEMENT, LP ENGINE CAPITAL MANAGEMENT GP, LLC ENGINE INVESTMENTS, LLC ENGINE INVESTMENTS II, LLC ARNAUD AJDLER MICHAEL A. CROATTI MICHAEL A. CROATTI JR |
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Engine Capital LP, together with the other participants named herein (collectively, “Engine”), has filed a definitive proxy statement and accompanying BLUE universal proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of Engine’s slate of director nominees at the 2026 annual meeting of shareholders (the “Annual Meeting”) of UniFirst Corporation, a Massachusetts corporation (the “Company”).
Item 1: On December 16, 2025, Engine issued the following press release:
Engine Capital
Comments on UniFirst Common Shareholders’ Decisive
Mandate for Change at 2026 Annual Meeting
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.
Contacts
For Investors:
Saratoga Proxy Consulting LLC
John Ferguson, (212) 257-1311
jferguson@saratogaproxy.com
For Media:
Longacre Square Partners
Greg Marose / Bela Kirpalani, 646-386-0091
gmarose@longacresquare.com / bkirpalani@longacresquare.com
1 Source: Company’s press release: https://www.sec.gov/Archives/edgar/data/717954/000119312525319176/unf-ex99_1.htm
Item 2: Also, on December 16, 2025, Engine posted the following materials and updates to www.SaveUniFirst.com:
