Vestis Corp 8-K

What Happened
On June 12, 2026 Vestis Corporation entered into a Second Amended and Restated Offer Letter and Employment Agreement with Interim Chief Financial Officer Adam K. Bowen, superseding his December 2025 arrangements. The agreement keeps his base salary at $400,000 and target bonus at 35% of salary, clarifies FY2026 pro‑rata bonus treatment, waives repayment of a prior $100,000 discretionary award, and establishes further discretionary cash awards and post‑termination treatment of time‑vested restricted stock units (RSUs). The documents were filed as exhibits to the company’s Form 8‑K dated June 15, 2026.

Key Details

• Base salary unchanged: $400,000; target annual bonus: 35% of base.
• FY2026 MIB: if the company terminates Bowen without “cause” (or he makes a “Qualifying Resignation”), he gets a pro‑rata MIB for FY2026 if terminated before year‑end; if termination is after fiscal year end but before payment date, he gets the full FY2026 MIB. Payment follows the normal MIB date but no later than Dec 31, 2026.
• Discretionary cash awards: prior $100,000 repayment waived; new $100,000 payable June 2026 plus additional $100,000 awards for each three‑month period after June 1, 2026 if no permanent CFO is appointed and Bowen remains employed; an extra $100,000 is payable if he is not appointed and remains employed through the earlier of 30 days after a permanent CFO appointment or filing the FY2026 Form 10‑K. Awards are subject to the company’s recoupment (clawback) policy but not otherwise forfeitable after receipt.
• LTI / RSU treatment: if Bowen’s employment ends (i) by the company without “cause” before a permanent CFO is appointed, or (ii) by Bowen via a Qualifying Resignation, his unvested time‑vested RSUs will remain outstanding and will vest and become non‑forfeitable on their originally scheduled vesting dates (unless a later written agreement says otherwise).
• Title reversion: if not selected as permanent CFO, Bowen will revert to Vice President, Financial Planning & Analysis and report to the EVP & CFO; restrictive covenants and clawback/recoupment provisions remain in effect and continued payments are conditioned on compliance.

Why It Matters
This amendment is a retention and compensation package designed to keep the interim CFO in place through the company’s CFO search and the FY2026 reporting period. For investors, it means potential near‑term cash outflows (multiple $100,000 discretionary payments) and continued potential dilution from RSUs that remain eligible to vest after covered terminations. At the same time, the company preserved protections via restrictive covenants and clawback provisions, and payments are conditioned on compliance with those requirements.