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| GKSR > SEC Filings for GKSR > Form 8-K on 8-May-2009 | All Recent SEC Filings |
8-May-2009
Change in Directors or Principal Officers
Departure of Chief Executive Officer, Chairman and Director
On May 7, 2009, G&K Services, Inc. (the "Company") and Richard L. Marcantonio
mutually agreed to the termination of Mr. Marcantonio's employment with the
Company, effective as of the close of business on May 7, 2009. At the same time,
Mr. Marcantonio resigned from all his positions with the Company and its
subsidiaries and affiliates, including his positions as the Company's Chief
Executive Officer ("CEO"), Chairman of the Company's Board of Directors (the
"Board") and member of the Board. Mr. Marcantonio's departure from the Company
is not the result of any disagreement with the Company on any matter relating to
the Company's operations, policies or practices.
In accordance with Mr. Marcantonio's existing Executive Employment Agreement
(the "Agreement"), Mr. Marcantonio is eligible for severance benefits provided
he complies with the terms and conditions of the Agreement, which include
signing a release of all claims against the Company, protecting Company
confidential information, not competing with the Company or soliciting
customers, not soliciting employees of the Company and avoiding negative
statements or opinions about the Company or its directors or officers. The
severance benefits include (i) 2.99 times annual Base Salary in effect as of
May 7, 2009 ($2,167,750, payable $490,000 in a lump sum and the remainder in
equal weekly installments for 12 months starting November 7, 2009), (ii) up to
18 months of the employer portion of group health benefit costs (up to $18,000),
(iii) payment of outplacement expenses (up to $25,000) and (iv) an amount to be
determined relating to his car allowance.
In addition, all unvested outstanding restricted stock and stock options held by
Mr. Marcantonio vested as of the close of business on May 7, 2009, pursuant to
the terms of each grant or award and the plans under which they were made.
Payments due to Mr. Marcantonio under the Company's Pension Plan, Supplemental
Executive Retirement Plan, Deferred Compensation Plan and 401(k) Plan will be
paid in accordance with the terms of each plan.
Appointment of Certain Officers
At its meeting on May 7, 2009 (the "May Meeting"), the Board appointed Douglas
A. Milroy to serve as CEO, effective as of the close of business on May 7, 2009.
Immediately prior to his appointment, Mr. Milroy, 50, had served as the
Company's President, Direct Purchase and Business Development, since
November 2006. Prior to joining the Company, since 2004, Mr. Milroy was managing
director of The Milroy Group, a firm focused on the acquisition and management
of industrial companies in partnership with other investors. Between 2000 and
2004, Mr. Milroy was the Vice President and General Manager - Food and Beverage
North America and Water Care, for Ecolab, Inc. Mr. Milroy also previously served
in senior positions with FMC Corporation and McKinsey & Company. Mr. Milroy
serves on the board of directors of JSJ Corporation, a privately-held company
that actively designs, develops, markets, and brands a group of durable goods
and services throughout the world. Mr. Milroy holds a Bachelor of Mechanical
Engineering degree from the University of Minnesota (1982) and an M.B.A. from
the Harvard Business School (1986). We are not aware of any transaction
requiring disclosure under Item 404(a) of Regulation S-K to which Mr. Milroy is
a party.
At the May Meeting, the Board also appointed Jeffrey L. Wright to serve as
Executive Vice President, effective as of the close of business on May 7, 2009.
Mr. Wright continues in his role as the Company's Chief Financial Officer.
Immediately prior to his appointment, Mr. Wright, 46, had served as the
Company's Senior Vice President since January 2004 and as the Company's Chief
Financial Officer since 1999. Mr. Wright was the Company's Secretary from
February 1999 until May 2004, and served as the Company's Treasurer from
February 1999 until November 2001. Mr. Wright was employed with BMC Industries,
Inc. from 1996 until the time he joined the Company, serving as its Controller
from 1996 to 1998 and its Treasurer from 1998 to 1999. From 1993 to 1996,
Mr. Wright was Treasurer for Employee Benefit Plans, Inc., and from 1984 to
1993, Mr. Wright was employed with Arthur Andersen & Co. Mr. Wright serves as a
director and member of the audit committee of Hawkins, Inc. (NASDAQ: HWKN), a
manufacturer and distributor of bulk and specialty chemicals. We are not aware
of any transaction requiring disclosure under Item 404(a) of Regulation S-K to
which Mr. Wright is a party.
Election of Directors
At the May Meeting, the Board also elected Douglas A. Milroy and Jeffrey L.
Wright to serve as "Class II" directors on the Board.
A press release announcing certain items disclosed in this Item 5.02 is
furnished as Exhibit 99.1 to this report.
Item 8.01. Other Events.
On May 8, 2009, the Company issued a press release announcing, among other
items, adjustments to the Company's earnings guidance for its fourth quarter of
fiscal 2009. A copy of the press release is furnished as Exhibit 99.1 to this
report.
The information in this Item 8.01 and Exhibit 99.1 shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
nor shall it be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release dated May 8, 2009 (furnished)
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