UniFirst (NYSE: UNF) faces Engine Capital proxy fight as ISS and peers back new directors
Rhea-AI Filing Summary
Engine Capital LP, which owns approximately 3.2% of UniFirst Corporation common stock, is running a proxy contest for the 2026 annual meeting and has nominated Arnaud Ajdler and Michael Croatti for election to the board using a BLUE universal proxy card. Engine reports that all three major proxy advisory firms – ISS, Glass Lewis, and Egan-Jones – have recommended that UniFirst shareholders vote for Engine’s nominees at the annual meeting scheduled for December 15, 2025. Engine is urging shareholders to oppose certain incumbent directors and is calling for a strategic review that could include a potential sale of the Company. It is also inviting former employees and other stakeholders to share anonymous feedback about their experiences through the website SaveUniFirst.com as part of its broader campaign for governance and cultural change at UniFirst.
Positive
- None.
Negative
- None.
Insights
Engine secures proxy-advisor backing in a contested UniFirst board election.
Engine Capital, a 3.2% shareholder of UniFirst, is seeking board representation through two nominees at the 2026 annual meeting, using a BLUE universal proxy card. The notable development is that all three major proxy advisors — ISS, Glass Lewis, and Egan-Jones — have recommended votes in favor of Engine’s candidates.
This support can be influential because many institutional investors reference these advisors in their voting decisions. The situation reflects a significant challenge to the current board and leadership approach, with Engine advocating for a strategic alternatives process that could include a sale of the company. However, actual outcomes will depend on how a broad base of shareholders vote at the December 15,
Engine is also soliciting anonymous feedback from former employees and stakeholders via SaveUniFirst.com to bolster its case regarding culture and oversight. Subsequent company communications and the final voting results at the annual meeting will clarify whether this campaign leads to changes in UniFirst’s board composition or strategy.
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 10, 2025, Engine issued the following press release:
All Three Leading Independent Proxy Advisors Recommend UniFirst Shareholders Vote “FOR” Engine Capital’s New Director Candidates at 2026 Annual Meeting
ISS, Glass Lewis, and Egan-Jones Send Strong Message to Independent Directors Joseph M. Nowicki, Sergio A. Pupkin, Raymond C. Zemlin, Cecilia McKenney, and Michael Iandoli That the Status Quo Is Untenable
Engine Encourages UniFirst Former Employees and Other Stakeholders to Share Anonymous Feedback About Their Experiences at www.SaveUniFirst.com
Engine Reiterates its Belief That COO Kelly Rooney Is Not Fit to Serve as UniFirst’s CEO and That Cynthia Croatti Bears Responsibility for the Company’s Operational and Cultural Deterioration
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 announced that independent proxy advisory firms Glass, Lewis & Co. (“Glass Lewis”) and Egan-Jones Ratings Company (“Egan-Jones”) have joined Institutional Shareholder Services Inc. (“ISS”) in recommending that UniFirst shareholders vote “FOR” the election of Engine’s director candidates, Arnaud Ajdler and Michael Croatti, on the BLUE universal proxy card at the 2026 Annual Meeting of Shareholders to be held on December 15, 2025.
Engine encourages former UniFirst employees and other stakeholders to share feedback about their experiences with the Company at www.SaveUniFirst.com, where information can be shared confidentially and anonymously.
Mr. Ajdler, Founder and Managing Partner of Engine, commented:
“All three leading independent proxy advisory firms have recommended shareholders vote against Joseph Nowicki and Steven Sintros and for Engine’s nominees. These firms also highlighted the negative influence of Cynthia, Carol, and Matt Croatti as trustees controlling UniFirst at the expense of the common shareholders.
This election contest centers on three fundamental questions:
| 1. | Should the Board initiate a strategic review and engage with credible buyers to maximize value for all shareholders? |
| 2. | Should Mr. Sintros be made a scapegoat for issues that stem from long-standing governance and cultural failures caused by Cynthia Croatti? |
| 3. | Should UniFirst continue operating under a governance structure that has repeatedly failed to protect the interests of its common shareholders? |
We hope shareholders will send a resounding message to the independent directors (Joseph M. Nowicki, Sergio A. Pupkin, Raymond C. Zemlin, Cecilia McKenney, and Michael Iandoli) that the answer is not to replace Mr. Sintros with an inexperienced and unproven leader. Instead, the independent directors should finally undertake the long overdue strategic alternatives process and pursue a sale of the Company for the benefit of the employees, customers, shareholders, and the corporation itself.
We want to thank the former UniFirst employees who have reached out to us recently and provided invaluable feedback and insights into the organization. Your perspectives reinforce the findings from our initial diligence: UniFirst is suffering from a culture that prioritizes internal politics over performance, lacks meaningful operational oversight, and marginalizes employees who dare to raise concerns. Loyalty is rewarded over capability, to the detriment of the business. Against this backdrop, we remain deeply concerned that Cynthia Croatti may attempt to elevate COO Kelly Rooney to CEO despite Ms. Rooney’s complete lack of experience leading a turnaround of this scale or complexity. The notion of promoting an untested and unproven executive to lead UniFirst is emblematic of the cultural issues at the Company. As one former employee put it, ‘UniFirst has shifted from a performance-driven environment to one where deference and political alignment outweigh expertise.’ Former employees consistently pointed to Cynthia Croatti as the driving force behind this cultural deterioration and expressed disbelief that Carol and Matt Croatti continue to turn a blind eye while Cynthia Croatti dismantles – and ultimately destroys – the legacy of Aldo and Ron Croatti.”
In its report, Glass Lewis made the following points regarding the need for boardroom change:1
| · | “We view the concentration of power in the Class B shares as a governance risk, as it can allow the controlling shareholders to override the will of the majority of shareholders on critical matters.” |
| · | “[T]he controlling family’s reluctance to engage on a sizable premium offer suggests a possible misalignment of shareholder interests, for example prioritizing family control or legacy considerations.” |
| · | “The underperformance relative to Cintas and the broader market, with Russell 2000 TSR since 2017 at approximately 90%, suggests that something has been lacking in UniFirst’s strategy or execution.” |
| · | “Engine’s push to explore a sale appears driven by a reasonable assessment that a well-capitalized buyer could pay a significant premium, a notion validated by Cintas’ recent bid.” |
1 Permission to quote Glass Lewis was neither sought nor obtained.
In its report concluding that the election of Engine’s nominees is in the best interest of the Company and its shareholders, Egan-Jones noted the following:2
| · | “[W]e conclude that UniFirst’s underperformance and operational shortcomings stem from an ineffective strategy from the existing leadership.” |
| · | “While the Croatti family’s voting power enables them to control major corporate decisions including whether to pursue strategic alternatives, they have far less financial risk than other shareholders.” |
| · | “This pattern of rejecting strategic alternatives without a sound standalone plan suggests poor governance and operational execution, further eroding shareholder trust and limiting the Company’s ability to maximize its potential for value creation.” |
Voting Instructions
Only your latest-dated vote counts. Shareholders who have already voted for the incumbents on the Company’s white card or white voting instructions form may change their vote by voting a later-dated BLUE proxy card or BLUE voting instruction form. All of Engine’s materials are available at www.saveunifirst.com. Please call Saratoga at (888) 368-0379 or (212) 257-1311 or email info@saratogaproxy.com with questions.
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
2 Permission to quote Egan-Jones was neither sought nor obtained.
Item 2: Also, on December 10, 2025, Engine posted the following materials and updates to www.SaveUniFirst.com:
FAQ
What is Engine Capital proposing at UniFirst (UNF)?
Which proxy advisory firms support Engine Capital’s nominees at UniFirst?
When is the UniFirst 2026 annual meeting mentioned by Engine Capital?
How can UniFirst shareholders vote for Engine Capital’s nominees?
What strategic changes is Engine Capital advocating for at UniFirst?
What is SaveUniFirst.com and why is Engine Capital promoting it?
Who can UniFirst investors contact with questions about voting for Engine Capital’s slate?
