8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 15, 2016

G&K Services, Inc.

(Exact name of registrant as specified in its charter)

Minnesota	0-4063	41-0449530
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5995 Opus Parkway, Minnetonka, Minnesota	55343
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (952) 912-5500

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07           Submission of Matters to a Vote of Security Holders.

On November 15, 2016, G&K Services, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) and the Company’s shareholders voted on the matters set forth below. The proposals are described in detail in the definitive proxy statement on Schedule 14A that the Company filed on September 29, 2016 with the Securities and Exchange Commission, as supplemented on October 28, 2016. The final voting results on each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting are set forth below. There were 19,721,644 shares of Class A common stock issued and outstanding on the record date for and entitled to vote at the Annual Meeting, and 18,127,332 shares were represented in person or by proxy at the Annual Meeting, which number constituted a quorum.

Each of the proposals presented were approved by the shareholders entitled to vote at the Annual Meeting and the three Class III nominees for election to the Board of Directors of the Company were elected, each for a three-year term. As a result of shareholder approval of the proposal to approve the Agreement and Plan of Merger (Proposal 1), the Company did not utilize the discretionary authority granted by shareholder approval of the proposal to approve the adjournment of the Annual Meeting (Proposal 3).

1. The proposal to approve the Agreement and Plan of Merger, dated as of August 15, 2016, by and among the Company, Cintas Corporation, a Washington corporation (“Cintas”), and Bravo Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Cintas (“Merger Sub”) was approved based upon the following votes:

For	17,214,771
Against	136,785
Abstentions	20,561
Broker non-votes	755,215

2. The proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger was approved based upon the following votes:

For	16,761,987
Against	502,623
Abstentions	107,507
Broker non-votes	755,215

3. The proposal to approve the adjournment of the Annual Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the proposal to approve the merger agreement or in the absence of a quorum was approved based upon the following votes:

For	16,896,377
Against	1,205,769
Abstentions	25,186
Broker non-votes	755,215

4. The Class III nominees for election to the Board of Directors of the Company were elected, each for a three-year term, based upon the following votes:

Nominee	For	Against	Abstentions	Broker Non-Votes
John S. Bronson	17,087,430	120,859	163,828	755,215
Wayne M. Fortun	15,974,150	1,289,086	108,881	755,215
Ernest J. Mrozek:	16,805,695	457,569	108,853	755,215

5. The proposal to ratify the appointment of KPMG LLP, independent registered public accounting firm, as the Company’s independent auditors for fiscal year 2017 was approved based upon the following votes:

For	18,095,628
Against	19,905
Abstentions	11,799

There were no broker non-votes for this item.

6. The proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers was approved based upon the following votes:

For	16,657,260
Against	684,028
Abstentions	30,829
Broker non-votes	755,215

Item 8.01      Other Events

  On November 15, 2016, the Company issued a press release announcing the results of the Annual Meeting. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01            Financial Statements and Exhibits

	(d)	Exhibits.
Exhibit No.		Description
99.1		Press Release dated November 15, 2016

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	G&K SERVICES, INC.
	(Registrant)
Date:  November 15, 2016	By:	/s/ Jeffrey L. Cotter
	Name:	Jeffrey L. Cotter
	Title:	Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
99.1	Press Release dated November 15, 2016

EX-99.1

Exhibit 99.1

5995 Opus Parkway   Minnetonka, MN 55343   952.912.5500   952.912.5999 (Fax)   1.800.GKCARES   www.gkservices.com

Press Release

FOR RELEASE: November 15, 2016

For Further Information:    

At the company:

Jeff Huebschen, Director, Investor Relations

952.912.5773

Jeff.Huebschen@gkservices.com

G&K Services Shareholders Approve Merger with Cintas

Minneapolis, MN, November 15, 2016 – G&K Services, Inc. (NASDAQ: GK) today announced that, based on preliminary voting results from its annual meeting of shareholders held earlier today, the company’s shareholders have approved the proposed merger with Cintas Corporation (NASDAQ: CTAS).

Based on preliminary vote results, approximately 99 percent of the G&K Services’ shares that were voted at the annual meeting were cast in favor of the merger, representing approximately 87 percent of G&K’s outstanding stock as of the record date. The final vote results, including the results of the other proposals presented at the G&K Services’ Annual Meeting of Shareholders, will be available on a Current Report on Form 8-K that the company plans to file with the Securities Exchange Commission.

“Today’s vote demonstrates the strong support for this transaction,” said Douglas A. Milroy, Chairman and Chief Executive Officer. “This is a significant step toward closing the merger, and, on behalf of the G&K’s board, I’d like to thank our shareholders for their support.”

G&K Services continues to expect the merger to close not later than the second quarter of calendar year 2017, subject to obtaining required regulatory approvals and other customary closing conditions.

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About G&K Services, Inc.

G&K Services, Inc. is a service-focused market leader of branded uniform and facility services programs in the United States and Canada. Headquartered in Minneapolis, Minnesota, G&K Services has 8,000 employees serving customers from 160 facilities in North America. G&K Services is a publicly held company traded over the NASDAQ Global Select Market under the symbol GK and is a component of the Standard & Poor’s SmallCap 600 Index. For more information visit www.gkservices.com.

Cautionary Statements Regarding Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the potential timing or consummation of the proposed transaction with Cintas or the anticipated benefits thereof, including, without limitation, future financial and operating results. Forward-looking statements may be identified by words such as “estimates,” “anticipates,” “projects,” “plans,” “expects,” “intends,” “believes,” “seeks,” “could,” “should,” “may” and “will” or the negative versions thereof and similar expressions and by the context in which they are used. Such statements are based upon our current expectations and speak only as of the date made. These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ from those set forth in or implied by this press release. Factors that may cause such a difference include, but are not limited to, risks and uncertainties related to (i) the ability to obtain regulatory approvals, or the possibility that it may delay the proposed transaction or that such regulatory approval may result in the imposition of conditions that could cause the parties to abandon the proposed transaction, (ii) the risk that a condition to closing of the merger may not be satisfied, (iii) the ability of G&K Services and Cintas to integrate their businesses successfully and to achieve anticipated cost savings and other synergies, (iv) the possibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated revenues, expenses, earnings and other financial results, and growth and expansion of the new combined company’s operations, and the anticipated tax treatment, (v) litigation relating to the proposed transaction that has been or could be instituted against G&K Services or Cintas or their respective directors, (vi) possible disruptions from the proposed transaction that could harm G&K Services’ or Cintas’ business, including current plans and operations, (vii) the ability of G&K Services or Cintas to retain, attract and hire key personnel, (viii) potential adverse reactions or changes to relationships with clients, employees, suppliers or other parties resulting from the announcement or completion of the merger, (ix) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect G&K Services’ and/or Cintas’ financial performance, (x) certain restrictions during the pendency of the merger that may impact G&K Services’

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and/or Cintas’ ability to pursue certain business opportunities or strategic transactions, (xi) continued availability of capital and financing and rating agency actions, (xii) legislative, regulatory and economic developments and (xiii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in G&K Services’ filings. While the list of factors presented here is, and the list of factors presented in G&K Services’ filings are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on G&K Services’ or Cintas’ consolidated financial condition, results of operations, credit rating or liquidity. Neither G&K Services nor Cintas undertake any obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made, except as required by law.

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