UNIFIRST CORP — Proxy Solicitation & Information Statement 2025

Dec 1, 2025

DFAN14A 1 dfan14a09488unf_12012025.htm

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)

Field: Page; Sequence: 1

Field: /Page

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

Field: Page; Sequence: 2

Field: /Page

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

Field: Page; Sequence: 3

Field: /Page

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:

Field: Page; Sequence: 4

Field: /Page

Field: Page; Sequence: 5

Field: /Page

Field: Page; Sequence: 6

Field: /Page

Field: Page; Sequence: 7

Field: /Page

Field: Page; Sequence: 8

Field: /Page

Field: Page; Sequence: 9

Field: /Page

Field: Page; Sequence: 10

Field: /Page

Field: Page; Sequence: 11

Field: /Page

Field: Page; Sequence: 12

Field: /Page