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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934
September 28,
2026
Date of Report (Date of
earliest event reported)
Vestis Corporation
(Exact name of Registrant
as Specified in its Charter)
| Delaware |
|
001-41783 |
|
92-2573927 |
| (State or other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| |
|
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|
|
| 1035 Alpharetta Street, Suite 2100, |
|
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|
|
| Roswell, Georgia |
|
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|
30075 |
| (Address of Principal Executive Offices) |
|
|
|
(Zip Code) |
(470) 226-3655
(Registrant’s Telephone
Number, Including Area Code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
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| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
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| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on which Registered |
| Common Stock, par value $0.01 per share |
|
VSTS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Russell Tiejema as Executive
Vice President and Chief Financial Officer
On September 28, 2026, Vestis Corporation
(the “Company”) announced that it had appointed Russell Tiejema as Executive Vice President and Chief Financial Officer.
Mr. Tiejema, 58, has more than 30 years of
finance and leadership experience. Most recently, he served as Executive Vice President and Chief Financial Officer of US LBM, the largest
privately owned full-line distributor of specialty building materials in the United States, from June 2024 to July 2026. Prior
to US LBM, Mr. Tiejema served as Executive Vice President and Chief Financial Officer of Masonite International Corporation, a leading
global designer and manufacturer of interior and exterior doors, from November 2015 to May 2024. Earlier in his career, Mr. Tiejema
served as Vice President of Finance and Chief Financial Officer of Lennox International's residential business and held multiple financial
leadership roles at General Motors. Mr. Tiejema holds a Master of Business Administration from Indiana University's Kelley School
of Business and a bachelor's degree from Kettering University.
There are no family relationships between Mr. Tiejema
and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Tiejema and any other
person pursuant to which he was appointed, and there are no transactions requiring disclosure under Item 404(a) of Regulation S-K.
The Company and Mr. Tiejema entered into
an Employment Agreement, dated September 17, 2026 (the “Employment Agreement”), and the Employment Agreement became
effective as of September 28, 2026 (the “Effective Date”). The Employment Agreement governs the terms of Mr. Tiejema’s
service as Executive Vice President and Chief Financial Officer of the Company.
Mr. Tiejema’s initial annual base salary
under the Employment Agreement is $700,000 and, beginning with the Company’s fiscal year 2027, he will be entitled to a target annual
bonus opportunity (“Target Bonus”) of 100% of his base salary, with the actual annual bonus payable to Mr. Tiejema
for any year being determined and paid based on the terms of the Company’s Management Incentive Plan.
Beginning with the Company’s 2027 fiscal
year, Mr. Tiejema will be entitled to receive an annual equity or equity-based award under the Vestis Corporation Long-Term Incentive
Plan (the “LTIP”) with a target grant date value of $1,750,000, subject to approval by the Company’s Compensation
and Human Resources Committee (the “Committee”). The form, timing and terms of any such awards will be determined in
the sole discretion of the Committee and will be made at the same time as annual awards are made to similarly situated executives of the
Company.
In connection with commencement of his employment,
Mr. Tiejema is entitled to receive a one-time equity award (the “Sign-on Award”) under the LTIP with a grant date
value of $2,500,000, consisting of 50% restricted stock units (“RSUs”) and 50% nonqualified stock options (“NSOs”),
to be granted as of the first day of the Company’s fiscal year 2027 (the “Grant Date”). The Sign-on Award will
vest ratably over three years on each anniversary of the Grant Date, subject to the terms and conditions of the applicable award agreement.
Mr. Tiejema is also generally eligible to
participate in the Company’s standard employee benefit plans maintained from time to time for similarly situated executives, including
the Company’s Executive Benefits and Perquisites Program and Executive Relocation Program; Mr. Tiejema, however, will not be
entitled to participate in any termination or severance pay plan of the Company, other than as provided in the Employment Agreement.
Under the Employment Agreement, upon Mr. Tiejema’s
termination of employment with the Company and its affiliates for any reason (the “Termination Date”), he will be entitled
to any accrued amounts (such as accrued but unpaid salary and vacation, annual bonus for any completed fiscal year that has not yet been
paid and other amounts required by applicable law or an employee benefit plan). Upon termination, Mr. Tiejema’s outstanding
equity and equity-based awards will be treated in the manner provided in the LTIP and the applicable award agreements; provided, however,
that in the case of an Anticipatory Change of Control Termination (as described below), the outstanding unvested awards will remain outstanding
until the earliest of (a) the date of a Change of Control (as defined in the LTIP), (b) six months following the Termination
Date and (c) the expiration date of the award.
If Mr. Tiejema’s Termination Date occurs
on account of death or disability, he will be entitled to the accrued amounts and a pro-rata annual bonus for the year in which the Termination
Date occurs.
If Mr. Tiejema’s Termination Date occurs
by reason of termination by the Company for Cause (as defined in the Employment Agreement) or by Mr. Tiejema other than for Good
Reason (as defined in the Employment Agreement), Mr. Tiejema will be entitled only to the accrued amounts.
If Mr. Tiejema’s Termination Date occurs
on account of termination by the Company without Cause or by Mr. Tiejema for Good Reason (and other than as a result of a Qualifying
Termination as described below), he will be entitled to the following payments and benefits (in addition to the accrued amounts), subject
to the execution and non-revocation of a release:
| · | a payment equal to the sum of his base salary
and Target Bonus, payable in accordance with the normal payroll practices of the Company ratably over 12 months; |
| · | a pro-rata portion of the annual bonus that would
otherwise have been paid to him for the year of termination had the Termination Date not occurred, taking into account satisfaction of
any applicable performance conditions, payable in a lump sum at the same time as annual bonuses for the year to which the pro-rata bonus
relates are payable to similarly situated executives of the Company whose Termination Date has not occurred; |
| · | if he is eligible for and timely elects COBRA
coverage, a monthly payment (each a “Benefit Payment”) equal to the amount of the applicable monthly premium for medical,
dental and vision coverage, which Benefit Payments will be payable for 12 months following the Termination Date; and |
| · | reimbursement for outplacement services by a
recognized outplacement services firm selected by Mr. Tiejema in an amount not to exceed 10% of his base salary. |
If Mr. Tiejema’s Termination Date occurs
as the result of a “Qualifying Termination,” meaning termination of Mr. Tiejema’s employment (a) within
24 months after a Change of Control by the Company without Cause or by Mr. Tiejema for Good Reason or (b) within six months
prior to a Change of Control at the request of a third party involved in a Change of Control or otherwise in connection with or in anticipation
of a Change of Control (which termination is referred to as an “Anticipatory Change of Control Termination”), he will
be entitled to the following payments and benefits, subject to the execution and non-revocation of a release:
| · | a lump sum payment equal to 1.5 times the sum
of his base salary and Target Bonus; |
| · | a lump sum payment equal to a pro-rata portion
of his Target Bonus for the year in which the Termination Date occurs; |
| · | if he is eligible for and timely elects COBRA
coverage, a lump sum Benefit Payment for the 18-month severance period; and |
| · | reimbursement for outplacement services by a
recognized outplacement services firm selected by Mr. Tiejema in an amount not to exceed 10% of his base salary. |
Mr. Tiejema is not entitled to duplicate
benefits for both a termination prior to a Change of Control and a Qualifying Termination.
In the event that any payment or benefit payable
to Mr. Tiejema would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, the aggregate payments
and benefits will be reduced to 2.99 times Mr. Tiejema’s “base amount” (as defined in Section 280G(b)(3) of
the Code) if such reduction would result in a greater net after-tax amount to Mr. Tiejema.
The Employment Agreement requires Mr. Tiejema
to enter into a restrictive covenant agreement that provides for perpetual non-disclosure and non-disparagement covenants and 12-month
post-employment non-competition, non-solicitation and non-hire covenants. Mr. Tiejema and any compensation payable to him are also
subject to the Company’s clawback and recoupment policies.
A copy of the Employment Agreement is filed with
this Current Report on Form 8-K and attached hereto as Exhibit 10.1 and incorporated by reference herein. The foregoing description
of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement.
Item 7.01 Regulation FD Disclosure.
On September 28, 2026, the Company issued
a press release announcing the appointment of Mr. Tiejema as Executive Vice President and Chief Financial Officer and reaffirming
the Company’s fiscal year 2026 financial outlook. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The information set forth under this Item 7.01
of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Employment Agreement, dated September 17, 2026, by and between Vestis Corporation and Russell Tiejema |
| 99.1 |
|
Press Release of Vestis Corporation, dated September 28, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
Vestis Corporation |
| |
|
|
|
| Date: |
September 28, 2026 |
By: |
/s/ André C. Bouchard |
| |
|
Name: |
André C. Bouchard |
| |
|
Title: |
Executive Vice President, Chief Legal Officer, General Counsel and Secretary |
Exhibit 99.1
Vestis Appoints Russell Tiejema as Chief Financial
Officer and Reiterates Fiscal Full-Year 2026 Financial Outlook
Experienced public company CFO brings more than
30 years of experience and a track record of driving operational and financial performance
ATLANTA – September 28, 2026
– Vestis Corporation (NYSE: VSTS) (“Vestis” or the “Company”), a leading provider of uniforms and workplace
supplies, today announced the appointment of Russell Tiejema as Executive Vice President and Chief Financial Officer, effective September 28,
2026. Mr. Tiejema succeeds Adam K. Bowen, who has served as Interim Chief Financial Officer since December 16, 2025. To ensure
a smooth transition, Mr. Bowen intends to remain with the Company through the end of October before pursuing his next chapter.
Mr. Tiejema is a proven public company
leader with experience in operational finance, capital allocation, enterprise transformation and corporate development. He most recently
served as Executive Vice President and Chief Financial Officer of US LBM, a leading distributor of specialty building materials in the
United States. Prior to joining US LBM, Mr. Tiejema spent nearly nine years as Executive Vice President and Chief Financial Officer
of Masonite International (NYSE: DOOR), a global manufacturer and distributor of interior and exterior doors, where he led the global
finance organization through a period of significant growth for the company. At Masonite, his responsibilities included financial planning
and analysis, treasury, tax, investor relations and internal audit, as well as corporate development, M&A and enterprise strategy.
“Russ joins Vestis at an exciting time
as we continue to build on the momentum we’ve created across the business,” said Jim Barber, President and Chief Executive
Officer. “With a strong track record of strengthening operational discipline, optimizing financial planning and driving performance,
Russ will play an important role as we execute our strategic priorities and position Vestis for long-term profitable growth. I look forward
to partnering with him as we continue advancing operational excellence, commercial excellence, and asset and network optimization across
the organization.”
“I also want to thank Adam for his partnership
and contributions to Vestis as Interim Chief Financial Officer,” added Mr. Barber. “His leadership helped advance our
transformation priorities, including improving pricing execution, increasing free cash flow conversion to strengthen our balance sheet,
and leading the successful outsourcing of our corporate support functions to create a more efficient and agile organization. We wish him
continued success in his next chapter.”
Earlier in his career, Mr. Tiejema spent
more than four years at Lennox International Inc. (NYSE: LII) where he held several finance leadership roles, including Vice President
of Finance and Chief Financial Officer of Lennox Residential, the company’s largest reporting segment, and Vice President of Business
Analysis and Planning. Mr. Tiejema began his career at General Motors, where he spent more than 20 years in various leadership roles
across financial planning and analysis, investor relations and operational finance. Mr. Tiejema holds an MBA in Finance from Indiana
University’s Kelley School of Business and a bachelor’s degree from Kettering University.
“I am excited to join Vestis and work
alongside Jim and the leadership team as Vestis continues its strategic business transformation,” said Mr. Tiejema. “Vestis
has made meaningful progress and has significant opportunity to continue driving long-term operational improvements that will enhance
value for our customers and shareholders.”
Reaffirms Fiscal Year 2026 Outlook
Consistent with the update provided in its
third quarter earnings release on August 11, 2026, the Company is reaffirming its outlook for its full fiscal year 2026.
The third quarter earnings release is available
at the investor relations section of the Company’s website at www.vestis.com.
About Vestis™
Vestis is a leader in the B2B uniform and workplace supplies category.
Vestis provides uniform services and workplace supplies to a broad range of North American customers from Fortune 500 companies to locally
owned small businesses across a broad set of end sectors. The Company’s comprehensive service offering primarily includes a full-service
uniform rental program, floor mats, towels, linens, managed restroom services, first aid supplies, and cleanroom and other specialty garment
processing.
Forward-Looking Statements
This release contains “forward-looking statements” within
the meaning of the securities laws. All statements that reflect our expectations, assumptions or projections about the future, other than
statements of historical fact, are forward-looking statements, including, without limitation, forecasts relating to discussions of future
operations and financial performance and statements regarding our strategy for growth, future product development, regulatory approvals,
competitive position and expenditures. In some cases, forward-looking statements can be identified by words such as “potential,”
“outlook,” “guidance,” “anticipate,” “continue,” “estimate,” “expect,”
“will,” and “believe,” and other words and terms of similar meaning or the negative versions of such words. Examples
of forward-looking statements in this release include, but are not limited to, the information and statements under the heading “Reaffirms
Fiscal Year 2026 Outlook”, and statements regarding our momentum, strategic priorities and potential for growth, expectations for
progress against our transformation priorities, and our potential for future improvement and enhancement of customer and shareholder value.
These forward-looking statements are subject to risks and uncertainties that may change at any time, and actual results or outcomes may
differ materially from those that we expected. Forward-looking statements are not guarantees of future performance and are subject to
risks, uncertainties, and changes in circumstances that are difficult to predict including, but not limited to: unfavorable macroeconomic
conditions and geopolitical instability, including as a result of the military conflict among the United States, Israel and Iran,
government shutdowns, inflationary pressures and higher interest rates; the failure to retain current customers, renew existing customer
contracts and obtain new customer contracts, which could result in continued stock volatility and potential future goodwill impairment
charges; competition in our industry; our ability to comply with certain financial ratios, tests and covenants in our credit agreement,
including the Net Leverage Ratio; our significant indebtedness and ability to meet debt obligations and our reliance on an accounts receivable
securitization facility; our ability to successfully execute or achieve the expected benefits of our business transformation and restructuring
plan and other measures we may take in the future; increases in fuel and energy costs and other supply chain challenges and disruptions,
including as a result of disruptions in international shipping through the Strait of Hormuz and the military conflicts in the Middle East
and Ukraine; implementation of new or increased tariffs and ongoing changes in U.S. and foreign government trade policies, including potential
modifications to existing trade agreements and retaliatory measures by foreign governments; increased operating costs and obstacles to
cost recovery due to the pricing and cancellation terms of our support services contracts; a determination by our customers to reduce
their outsourcing or use of preferred vendors; the outcome of legal proceedings to which we are or may become subject, including securities
litigation claims that could result in significant legal expenses and settlement and damage awards; risks associated with suppliers from
whom our products are sourced; challenge of contracts by our customers; currency risks and other risks associated with international operations,
including compliance with a broad range of laws and regulations, including the United States Foreign Corrupt Practices Act; increases
in labor costs or inability to hire and retain key or sufficient qualified personnel; continued or further unionization of our workforce;
our expansion strategy and our ability to successfully integrate the businesses we acquire and costs and timing related thereto; natural
disasters, global calamities, climate change, civil or political unrest, terrorist attacks, pandemics or other public health crises, and
other adverse incidents; liability resulting from our participation in multiemployer-defined benefit pension plans; liability associated
with noncompliance with applicable law or other governmental regulations; laws and governmental regulations including those relating to
the environment, wage and hour and government contracting; unanticipated changes in tax law; new interpretations of or changes in the
enforcement of the government regulatory framework; a cybersecurity incident or other disruptions in the availability of our computer
systems or privacy breaches; stakeholder expectations relating to environmental, social and governance (“ESG”) considerations
which may expose us to liabilities and other adverse effects on our business; any failure by Aramark to perform its obligations under
the various separation agreements entered into in connection with the separation; and a determination by the IRS that the distribution
or certain related transactions are taxable. The above list of factors is not exhaustive or necessarily in order of importance. For additional
information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see
the Company’s filings with the Securities and Exchange Commission (“SEC”), including “Item 1A-Risk Factors”
in the Company’s most recent Annual Report on Form 10-K and in “Item 1A-Risk Factors” of Part II in subsequently-filed
Quarterly Reports on Form 10-Q, which are available on the SEC’s website at www.sec.gov. Any forward-looking statement speaks
only as of the date on which it is made, and we assume no obligation to update or revise such statement, whether as a result of new information,
future events or otherwise, except as required by applicable law.
Investor Contact
Stefan Neely
Vallum Advisors
615-844-6248
ir@vestis.com
Media Contact
Danielle Holcomb
470-716-0917
danielle.holcomb@vestis.com
