Engine Capital launches proxy campaign against UniFirst (NYSE: UNF)

Rhea-AI Filing Summary

Engine Capital has filed a definitive proxy statement and a BLUE universal proxy card to solicit votes for the election of its slate of director nominees at UniFirst Corporation's 2026 annual meeting. In a December 1, 2025 press release, Engine published an open letter, an investor presentation titled "The Path to Enhanced Value Creation at UniFirst Corporation," and launched a campaign website at www.SaveUniFirst.com. Engine states it owns approximately 3.2% of the outstanding common stock and calls for a special committee with independent advisors, urges collective resignations if certain trustees refuse a sale, and criticizes UniFirst's dual-class governance structure.

Insights

Activist Campaign Strategist

Engine Capital has initiated a formal proxy contest with a universal proxy card and public materials.

Engine publicly disclosed ownership of approximately 3.2% and launched an investor presentation and website to solicit shareholder support for its director slate. The filing and outreach consolidate the activist’s campaign communications into a single solicitation effort ahead of the 2026 annual meeting.

Success depends on shareholder reception, the board’s response, and trustee decisions referenced in the materials; subsequent disclosure in proxy materials and voting results will clarify impact.

Corporate Governance Expert

The campaign focuses on governance issues, citing the dual-class structure and alleged conflicts.

Engine requests formation of a special committee with independent legal and financial advisors and highlights perceived conflicts involving General Counsel Michael Patrick. These are governance claims framed to persuade independent shareholders and trustees.

Key monitors will be any board reply, trustee statements, and the independent directors' actions referenced in Engine’s letter; timing ties to the 2026 annual meeting process.

Key Figures

Engine ownership: 3.2% of outstanding common stock Annual meeting: 2026 annual meeting Communications launched: www.SaveUniFirst.com

3 metrics

Engine ownership 3.2% of outstanding common stock <date>December 1, 2025</date> press release

Annual meeting 2026 annual meeting soliciting votes for director nominees at the 2026 annual meeting

Communications launched www.SaveUniFirst.com campaign website launched <date>December 1, 2025</date>

Key Terms

BLUE universal proxy card, dual-class structure, special committee

3 terms

BLUE universal proxy card regulatory

"filed a definitive proxy statement and accompanying BLUE universal proxy card"

dual-class structure corporate

"Contends the Dual-Class Structure and Croatti Family’s Control over UniFirst"

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.

special committee corporate

"Calls on the Independent Directors to Form a Special Committee with its own Independent Legal and Financial Advisors"

A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.

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Accepted by SEC EDGAR 12/01/2025 - 05:03 PM Learn about SEC filing dates

FAQ

What is Engine Capital asking UniFirst (UNF) shareholders to do?

Engine seeks votes for its director slate using a BLUE universal proxy card. It published an open letter, investor presentation, and website to solicit support for a special committee and possible director changes ahead of the 2026 annual meeting.

How much of UniFirst does Engine Capital own?

Engine reports ownership of approximately 3.2% of UniFirst common stock. That stake is disclosed in the proxy materials as the basis for its nomination campaign and public outreach dated December 1, 2025.

What governance concerns does Engine Capital raise in its filing?

Engine criticizes UniFirst's dual-class structure and alleges a material conflict involving the general counsel. It urges an independent special committee and hints at director resignations if trustees refuse a sale proposal.

Where can investors read Engine Capital’s materials about UniFirst?

Engine posted an investor presentation and letters at www.SaveUniFirst.com. The filing also references Exhibits 99.1, 99.2, and 99.3 attached to the proxy statement for the full open letter and presentation.

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 1, 2025, Engine issued the following press release, which included links to a letter sent to the Company’s independent directors and an investor presentation titled “The Path to Enhanced Value Creation at UniFirst Corporation”, which are attached hereto as Exhibits 99.1 and 99.2, respectively:

Engine Capital Issues Open Letter to the Independent Directors of UniFirst Corporation

Calls on the Independent Directors to Form a Special Committee with its own Independent Legal and Financial Advisors given General Counsel Michael Patrick’s Material Conflict

Urges the Independent Directors to Collectively Resign if the Croatti Trustees Continue to Refuse a Value-Maximizing Sale of the Company

Contends the Dual-Class Structure and Croatti Family’s Control over UniFirst is a Textbook Example of How Poor Governance Destroys Shareholder Value

Releases Investor Presentation and Launches Campaign Website at www.SaveUniFirst.com

NEW YORK--(BUSINESS WIRE)--Engine Capital LP (together with its affiliates, “Engine” or “we”), a top five independent common stock shareholder of UniFirst Corporation (NYSE: UNF) (“UniFirst” or the “Company”) with ownership of approximately 3.2% of the Company’s outstanding shares of common stock, today released an open letter to the Company’s independent directors: Joseph M. Nowicki, Sergio A. Pupkin, Raymond C. Zemlin, Cecilia McKenney, and Michael Iandoli.

The full text of the letter can be accessed here.

Engine also released an investor presentation, which can be accessed here.

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

Item 2: Also on December 1, 2025, Engine launched a website to communicate with the shareholders of the Company regarding the Annual Meeting. The website address is www.SaveUniFirst.com. The following materials, including a letter to the Company’s board of directors and certain trustees of trusts owning shares of the Company’s stock, which is attached as Exhibit 99.3 hereto, were posted to www.SaveUniFirst.com: