Vestis Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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VESTIS CORP ORATION

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DEAR VESTIS SHAREHOLDERS,

Fiscal 2024 was a year of milestones for Vestis. We embarked on an exciting new chapter as a standalone public company,

successfully launched our new brand identity, and rallied as a team around our shared purpose to deliver uniforms and

supplies that empower people to do good work and good things for others while at work.

Throughout the year, our approximately 20,000 dedicated teammates were hard at work building a strong foundation that will

position Vestis for long-term success and allow us to capitalize on the tremendous opportunities ahead.

While our first year following the spin and emerging as a public company presented us with challenges that led to a

disappointing reset of our fiscal 2024 financial expectations, I am proud of the dedication and resiliency our team

demonstrated. We rose above these challenges to deliver second half results in-line with our revised outlook and closed the

year in a position of strength and with momentum entering 2025.

Supporting Our Teammates

Our teammates are at the heart of everything we do, and I am incredibly grateful for their commitment to delivering great

experiences for our customers and making a positive difference across the communities we serve.

Providing a safe working environment for our teammates continues to be of utmost importance to us. In fiscal 2024, our total

recordable injury rate declined 23% – reaching a record low – and our vehicle incident frequency rate declined by 20%.

Our annual teammate engagement survey demonstrated that we have a highly engaged team, with survey participation

increasing 800 basis points compared to the prior year and positive response from participating employees rising to 82%.

We continue to foster a performance-driven culture across Vestis and are supporting our teammates with the tools and

training they need to be successful. This past year, we strengthened our management team by adding two commercially-

minded and service-oriented leaders – our new Chief Operating Officer and Senior Vice President of Sales. We also

enhanced our organizational field structure, placing our leaders closer to our frontline teammates which is enabling us to

elevate the level of service we are providing to our customers.

Serving Our Customers

We are laser focused on delivering best-in-class customer experiences that will engender customer loyalty and support

retention and growth across our existing customer base. This year we established a dedicated customer experience team to

gain important insights and execute against service initiatives that will improve our customers’ experience.

At Vestis, we are keenly focused on putting our customers first and driving continued improvement in service measures. We

delivered a 150 basis point improvement in customer retention (see Appendix A for a discussion of customer retention and

reconciliation of non-GAAP numbers) in fiscal 2024 versus the prior year, and we will continue to elevate our customers’

experiences over time as we embrace a customer-first mindset, underpinned by robust improvements in our operating

procedures.

Advancing Our Strategic Priorities

Over the past year, we have made progress against our strategic priorities of high-quality growth, efficient operations, and

disciplined capital allocation. When combined with our focus on fostering a performance-driven culture that creates a best-

in-class experience for our teammates and customers, we remain confident in our long-term strategy.

•High-Quality Growth: I am excited about the commercial momentum that is building across Vestis. In fiscal 2024,

we delivered approximately 800 basis points of growth from new customer wins and penetration with existing

customers.

We won several large awards in the National Account space, including wins with new customers and significant

lane expansions with existing customers. We introduced a Sales Center of Excellence to transform our frontline

sales training and processes, and we are seeing demonstrable results in per seller productivity, which in turn will

drive route density and operating leverage in our business.

In addition to new customers, we believe there is a significant opportunity to continue to grow with our existing

customer base through route sales. With only 30-40% of our offering used on average by our customers, increasing

share of wallet through route sales enables high-margin growth and allows us to leverage our fixed assets more

effectively. In fiscal 2024, our route sales increased approximately 50% and added more than 100 basis points of

in-year revenue growth at a high margin contribution.

•Efficient Operations: We also made progress advancing our logistics optimization initiatives, enhancing our

supply chain, and more effectively managing our merchandise. Inventory management and garment re-use

initiatives contributed to a strong improvement in working capital, with a $13 million reduction in total inventory and

rental merchandise in fiscal 2024. In the year ahead, we will continue to enhance our cost profile by executing

against a portfolio of efficiency initiatives.

•Disciplined Capital Allocation: We seek to maintain a flexible financial position and invest in high return

opportunities, while targeting a long-term leverage range of 1.5-2.5x. In fiscal 2024, we delivered strong cash flow

that supported our strategic priority to de-lever. Additionally, we strategically monetized latent assets on our balance

sheet to generate additional cash and voluntarily prepay long-term debt. Ultimately, we accomplished significant

debt reductions of more than $335 million since the start of the year and reduced our leverage from 3.95x to 3.62x.

Looking Ahead

While we recognize there is work ahead to enable Vestis to reach our full potential, I am proud of the progress we made in

our first year as a public company. We are generating commercial momentum, delivering continued success with our

efficient operations initiatives, and building a customer-centric culture.

As we enter fiscal 2025, I am confident we are mobilized around a strategy that will deliver shareholder value, and we are

solidifying a customer-centric culture that will protect and grow the lifetime value of our customer base.

Here at Vestis, we remain focused on execution to deliver value for you, our shareholders, over the long term. I remain

energized about what lies ahead for our company, and I want to thank our teammates, customers, shareholders, supplier

partners and the communities in which we operate for their continued support.

All the best,

President and Chief Executive Officer

NOTICE OF MEETING

The 2025 annual meeting of shareholders of Vestis Corporation (“Vestis” or the “Company”) will be a virtual meeting

conducted exclusively via live webcast at www.virtualshareholdermeeting.com/VSTS2025 on Monday, January 27, 2025 at

10:00 a.m., Eastern Standard Time.

Shareholders will consider and have an opportunity to vote on the following items:

1. The election of the four Class I director nominees named in this proxy statement, each to serve a two-year term.

2. The approval, on an advisory basis, of the compensation paid to our named executive officers as disclosed in the

accompanying proxy statement (known as “say-on-pay”);

3. The approval, on an advisory basis, of the frequency of future advisory votes on the compensation paid to our

named executive officers (“say-on-pay frequency”);

4. The ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year

ending October 3, 2025; and

5. The transaction of such other business as may be properly brought before the meeting.

Information about these matters is contained in the proxy statement that accompanies this notice.

RECORD DATE

The Board of Directors has fixed December 4, 2024, as the record date for the meeting. This means that only shareholders

as of the close of business on that date are entitled to receive this notice of the meeting and vote at the meeting and any

adjournments or postponements of the meeting.

HOW TO VOTE

Shareholders of record can vote their shares by using the internet or the telephone or by attending the meeting and voting

online. Instructions for voting by using the internet or the telephone are set forth in the Notice of Internet Availability that has

been provided to you. Shareholders of record who received a paper copy of the proxy materials also may vote their shares

by marking their votes on the proxy card provided, signing and dating it, and mailing it in the envelope provided, or by

attending the meeting and voting online.

By order of the Board of Directors,

Timothy Donovan

Chief Legal Officer and General Counsel

December 16, 2024

2025 Proxy Statement 1

PROXY STATEMENT SUMMARY

Information about the Annual Meeting

Date and Time:

January 27, 2025

10:00 a.m. (Eastern)

Location:

Live webcast online at

www.virtualshareholdermeeting.com/VSTS2025

Record Date

for Shareholders

Entitled to Vote:

December 4, 2024

Matters to Be Voted on at the Annual Meeting and Board Recommendations

Highlights of Director Nominees

(1)Designated as an “Audit Committee Financial Expert” under the SEC rules.

2025 Proxy Statement 2

Highlights of Continuing Directors

(1)Designated as an “Audit Committee Financial Expert” under the SEC rules.

Corporate Governance Highlights

•Eight of the ten members of the Board of Directors (the “Board”) are independent.

•The Board, upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee,

has determined that having a separate Chairman and Chief Executive Officer is the best board organization for

Vestis at this time.

•The policy of the Board is to review the independence of all directors at least annually. Our Board affirmatively

determined that eight of the ten directors of Vestis are independent under the Corporate Governance Guidelines

and applicable New York Stock Exchange Rules.

•Our Board has the following committees, each of which operate under a written charter that is posted to our

website: the Audit Committee, the Compensation and Human Resources Committee and the Nominating,

Governance and Corporate Responsibility Committee.

•The Board’s committees are composed solely of, and chaired by, independent directors.

•The Board held 21 meetings during fiscal 2024. During fiscal 2024, each director attended at least 75% of the

aggregate of all Board meetings and all meetings of committees on which he or she served, in each case with

respect to the portion of fiscal 2024 that they each served.

•Directors are elected by a majority of votes cast in uncontested elections and any director who does not receive a

majority of votes cast is required to submit his or her resignation for consideration by the Board.

•We maintain a Code of Ethics for Senior Financial Officers that is applicable to our Chief Executive Officer, Chief

Financial Officer, Principal Accounting Officer and other senior financial officers.

•Our Bylaws permit qualifying shareholders to nominate directors for election to the Board.

•Our Certificate of Incorporation enables qualifying shareholders to call a special meeting of the shareholders

commencing on the two-year anniversary of our separation from Aramark.

2025 Proxy Statement 3

TABLE OF CONTENTS

2025 Proxy Statement 4

2025 Proxy Statement 5