| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OMB APPROVAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
OMB Number 3235-0060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expires: January 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimate average burden hours per response: 38.0 |
|
|
|
|
|
|
|
|
|
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 6, 2006
G&K Services, Inc.
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Minnesota
|
|
0-4063
|
|
41-0449530 |
| |
| (State or Other Jurisdiction of
|
|
(Commission File Number)
|
|
(IRS Employer |
| Incorporation)
|
|
|
|
Identification No.) |
| |
|
|
| 5995 Opus Parkway, Minnetonka, MN
|
|
55343 |
| |
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code (952) 912-5500
n/a
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o
Written communication pursuant to Rule 425 under the Securities Act (17 CFR
p 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01. Other Events.
On October 4, 2006, G&K Services, Inc. (the “Company”) filed its definitive proxy statement
with the Securities and Exchange Commission relating to its Annual Meeting of Shareholders to be
held on November 16, 2006. In the proxy statement, the Company submitted a proposal to approve the
G&K Services, Inc. Equity Incentive Plan (the “Plan”).
In response to external feedback, the Company reaffirms its longstanding policy that it will not
reduce the exercise price of an option or a stock appreciation right, amend or cancel such an
instrument for the purpose of repricing, replacement or re-grant with a reduced exercise price, or
buy out such an instrument previously granted for cash or other consideration without the prior
approval of the Company’s shareholders, other than in the context of general adjustments to the
Company’s common stock (such as a stock split) or in connection with a major corporate transaction
(such as a change in control). To confirm this policy, set forth below are amended Sections 10.6
and 11.3 of the Plan, which reflect changes made by the Company to the Plan consistent with the
foregoing.
10.1. No Repricing. Other than in connection with a change in the
Company’s capitalization (as described in Section 25), an Option may not be
re-priced without stockholder approval (including canceling previously
awarded Options and re-granting them with a lower exercise price).
However,
the Committee may, at any time or from time to time authorize the Company,
in the case of an Option exchange without shareholder approval, and with
the consent of the respective Participants, to issue new Awards in exchange
for the surrender and cancellation of any, or all, outstanding Awards. The
Committee may at any time buy from a Participant an Option previously
granted with payment in cash, Shares or other consideration, based on such
terms and conditions as the Committee and the Participant shall
agree.
11.1. No Repricing. Other than in connection with a change in the
Company’s capitalization (as described in Section 25), a Stock Appreciation
Right may not be re-priced without stockholder approval (including
canceling previously awarded Stock Appreciation Rights and re-granting them
with a lower exercise price). However, the Committee may, at any time or
from time to time authorize the Company, in the case of a Stock
Appreciation Rights exchange without shareholder approval, and with the
consent of the respective Participants, to issue new Awards in exchange for
the surrender and cancellation of any, or all, outstanding Awards. The
Committee may at any time buy from a Participant a Stock Appreciation Right
previously granted with payment in cash, Shares or other consideration,
based on such terms and conditions as the Committee and the Participant
shall agree.