{"id":917161,"date":"2025-12-08T07:55:36","date_gmt":"2025-12-08T12:55:36","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/iss-recommends-unifirst-shareholders-vote-for-engine-capitals-new-director-candidates-at-2026-annual-meeting\/"},"modified":"2025-12-08T07:55:36","modified_gmt":"2025-12-08T12:55:36","slug":"iss-recommends-unifirst-shareholders-vote-for-engine-capitals-new-director-candidates-at-2026-annual-meeting","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/iss-recommends-unifirst-shareholders-vote-for-engine-capitals-new-director-candidates-at-2026-annual-meeting\/","title":{"rendered":"ISS Recommends UniFirst Shareholders Vote \u201cFOR\u201d Engine Capital\u2019s New Director Candidates at 2026 Annual Meeting"},"content":{"rendered":"

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\nISS Recommends UniFirst Shareholders Vote \u201cFOR<\/span><\/b>\u201d Engine Capital\u2019s New Director Candidates at 2026 Annual Meeting\n<\/p>\n

Urges Shareholders to Replace Directors Joseph Nowicki and Steven Sintros with Engine\u2019s Nominees<\/i><\/p>\n

Highlights UniFirst\u2019s Value-Destructive Rejection of Multiple Premium Acquisition Offers from Cintas in Light of the Company\u2019s Disappointing Operating Results<\/i><\/p>\n

Engine Warns Independent Directors to Not Follow Any Plans Cynthia Croatti May Have to Seek the Elevation of COO Kelly Rooney as UniFirst\u2019s Next CEO and Urges Them to Form Special Committee<\/i><\/p>\n

NEW YORK–(BUSINESS WIRE<\/a>)–
\nEngine Capital LP (together with its affiliates, \u201cEngine\u201d or \u201cwe\u201d), which owns approximately 3.2% of the outstanding shares of common stock of UniFirst Corporation (NYSE: UNF) (\u201cUniFirst\u201d or the \u201cCompany\u201d), today announced that Institutional Shareholder Services Inc. (\u201cISS\u201d), a leading independent proxy advisory firm, has recommended that UniFirst shareholders send a clear message to the Company\u2019s Board of Directors (the \u201cBoard\u201d) that the status quo is untenable by voting \u201cFOR<\/span><\/b>\u201d the election of Engine\u2019s director candidates, Arnaud Ajdler<\/span> and Michael Croatti<\/span>, on the BLUE<\/span><\/b> universal proxy card at the 2026 Annual Meeting of Shareholders to be held on December 15, 2025.\n<\/p>\n

\nMr. Ajdler, Founder and Managing Partner of Engine, commented:\n<\/p>\n

\n\u201cISS\u2019 report underscores the danger of UniFirst\u2019s dual-class share structure and stresses the urgent need to reconfigure the Board in a way that best counteracts the negative influence of individuals who have used this structure to the detriment of the Company\u2019s common shareholders. In particular, ISS points to Joseph Nowicki and Steven Sintros as having acquiesced to this state of affairs through their leadership positions, and concludes that both should be removed from the Board. ISS\u2019 findings further reinforce the immediate need for the independent directors to form a special committee with its own advisors. Since Ron Croatti\u2019s passing eight years ago, we are deeply concerned by the apparent negative influence Cynthia Croatti has had on the Company as evidenced by UniFirst\u2019s abysmal performance and questionable decision-making. ISS highlights how the independent directors (Mr. Nowicki, Sergio A. Pupkin, Raymond C. Zemlin, Cecilia McKenney, and Michael Iandoli) are complicit in this value destruction. The independent directors represent the interest of ALL shareholders and need to start behaving accordingly.\n<\/p>\n

\nIn particular, we are increasingly concerned that Cynthia Croatti may be seeking to put forward an alternative plan to install COO Kelly Rooney as UniFirst\u2019s next CEO. In our view, it would be irresponsible for the independent directors to endorse this approach. We do not believe Ms. Rooney is qualified to lead UniFirst. She has never served as the CEO of a public company and has no experience managing a turnaround of this scale or complexity. The Board should recall that the last time Cynthia Croatti championed a CEO candidate, the appointment of Mr. Sintros produced profoundly disappointing results. We strongly urge the independent directors not to repeat that mistake.\n<\/p>\n

\nAt Waste Management, Ms. Rooney held a couple of regional operational roles before joining corporate leadership as Vice President of Human Resources and ultimately Chief Human Resources Officer (\u201cCHRO\u201d). She has never overseen a P&L of UniFirst\u2019s magnitude, has no background leading finance functions, has no M&A experience, and lacks the expertise needed to address UniFirst\u2019s significant technology challenges. Our market checks reinforced these concerns; former colleagues uniformly questioned her readiness and capability to lead a company in UniFirst\u2019s position. The fact that Cynthia Croatti is close to Ms. Rooney or previously oversaw HR at UniFirst does not make a former CHRO an appropriate choice for CEO.\n<\/p>\n

\nUnder Massachusetts law, directors owe fiduciary duties to the corporation itself. UniFirst\u2019s challenges are substantial: the Company lacks the necessary scale to compete effectively, relies on outdated technology, operates with suboptimal margins, and is losing customers to its largest competitor. It is operating at a competitive disadvantage, which will worsen over time. Appointing an untested and inexperienced CEO would not serve the corporation\u2019s best interests. It will significantly increase the risk of operational missteps, shareholder value destruction, and erosion of customer relationships, and will likely result in employee layoffs. Endorsing this plan would amount to placing an unnecessary and unjustifiable gamble with shareholders\u2019 capital, particularly when a far less risky alternative exists that would maximize value for shareholders, create greater opportunities for employees as part of a larger organization, and expand the range of services available to customers. Promoting Ms. Rooney to CEO would be a dereliction of the directors\u2019 duties of care, loyalty, and good faith to the corporation.\n<\/p>\n

\nIt is evident to all objective observers that a sale of UniFirst represents the most favorable risk-adjusted path for the corporation and all its stakeholders. We sincerely hope that the findings of ISS, a respected independent proxy advisor, will serve as the wake-up call the Board needs to immediately form an independent special committee, re-engage with potential acquirers, and conduct a disciplined and robust sale process.\u201d\n<\/p>\n

\nIn its report, ISS affirmed Engine\u2019s case for change, highlighting the Company\u2019s unequal share structure and years of underperformance, as well as the Board\u2019s value-destructive decisions and gamesmanship:1<\/sup><\/p>\n