GK G&K Services, Inc.

Reconciliation of Adjusted Net Income and EBITDA to Net Income

Set forth below is a reconciliation of Adjusted Net Income and EBITDA to Net Income, the most comparable GAAP financial measure, based on financial information available to, or projected by, G&K. (Certain totals may not add due to rounding).

Opinion of BofA Merrill Lynch

G&K has retained BofA Merrill Lynch to act as G&K’s financial advisor in connection with the Merger. BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. G&K selected BofA Merrill Lynch to act as G&K’s financial advisor in connection with the Merger on the basis of BofA Merrill Lynch’s experience in transactions similar to the Merger, its reputation in the investment community and its familiarity with G&K and its business.

On August 15, 2016, at a meeting of the Company Board held to evaluate the Merger, BofA Merrill Lynch delivered to the Company Board an oral opinion, which was confirmed by delivery of a written opinion dated August 15, 2016, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the merger consideration to be received by holders of G&K common stock (other than excluded shares) was fair, from a financial point of view, to such holders.

The full text of BofA Merrill Lynch’s written opinion to the Company Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Merrill Lynch’s opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to the Company Board for the benefit and use of the Company Board (in its capacity as such) in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the Merger and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to G&K or in which G&K might engage or as to the underlying business decision of G&K to proceed with or effect the Merger. BofA Merrill Lynch’s opinion does not address any other aspect of the Merger and does not constitute a recommendation to any shareholder as to how to vote or act in connection with the proposed Merger or any related matter.

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In connection with rendering its opinion, BofA Merrill Lynch:

In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with BofA Merrill Lynch and relied upon the assurances of the management of G&K that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the G&K Projections, BofA Merrill Lynch was advised by G&K, and assumed, that the G&K Projections were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of G&K as to the future financial performance of G&K. BofA Merrill Lynch did not make or was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of G&K, nor did it make any physical inspection of the properties or assets of G&K. BofA Merrill Lynch did not evaluate the solvency or fair value of G&K or Cintas under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of G&K, that the Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on G&K. BofA Merrill Lynch has also assumed, at the direction of G&K, that the final executed merger agreement would not differ in any material respect from the Draft Agreement reviewed by BofA Merrill Lynch.

BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects of the Merger (other than the merger consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger. BofA Merrill Lynch was not requested to, and it did not, solicit indications of interest or proposals from third parties regarding a possible acquisition of all or any part of G&K or any alternative transaction. BofA Merrill Lynch’s opinion was limited to the fairness, from a financial point of view, of the holders of G&K common stock and no opinion or view was expressed with respect to any consideration received in connection with the Merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger, or class of such persons, relative to the merger consideration. Furthermore, no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that

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might be available to G&K or in which G&K might engage or as to the underlying business decision of G&K to proceed with or effect the Merger. In addition, BofA Merrill Lynch expressed no opinion or recommendation as to how any shareholder should vote or act in connection with the Merger or any related matter. Except as described above, G&K imposed no other limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

BofA Merrill Lynch’s opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch’s opinion was approved by a fairness opinion review committee of BofA Merrill Lynch.

The following represents a brief summary of the material financial analyses presented by BofA Merrill Lynch to the Company Board in connection with its opinion.  The financial analyses summarized below include information presented in tabular format set forth below.   In order to fully understand the financial analyses performed by BofA Merrill Lynch, the tables must be read together with the text of each summary.   The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch.   Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch.  

G&K Financial Analyses.

Selected Publicly Traded Companies Analysis.   BofA Merrill Lynch reviewed publicly available financial and stock market information for G&K and the following two selected publicly traded companies in the uniform rental and services industry:

BofA Merrill Lynch reviewed, among other things, per share equity values, based on closing stock prices on August 12, 2016, of the selected publicly traded companies as a multiple of calendar year 2016 and 2017 estimated earnings per share, commonly referred to as EPS, with such calendar adjusted to G&K’s fiscal year ending July 2, 2016 and July 1, 2017. The range of multiples for the selected publicly traded companies was 21.1x - 26.1x for 2016 EPS and 20.5x - 24.0x for 2017 EPS. BofA Merrill Lynch then applied the resulting 2016 EPS multiples of 21.0x to 26.0x derived from the selected publicly traded companies to G&K’s fiscal year 2016 estimated earnings per share, as adjusted in the G&K Projections by normalizing the projected figures for G&K’s fiscal year 2016 for a 52-week year (the “adjusted earnings per share”), and the resulting 2017 EPS multiples of 20.0x to 24.0x derived from the selected publicly traded companies to G&K’s fiscal year 2017 adjusted earnings per share. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of G&K were based on the G&K Projections. This analysis indicated the following approximate implied per share equity value reference ranges (rounded to the nearest $0.05) for G&K, as compared to the merger consideration:

No selected company used in this analysis is identical or directly comparable to G&K. Accordingly, an evaluation of the results of this analysis is not entirely predictive. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which G&K was compared.

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Selected Precedent Transactions Analysis . BofA Merrill Lynch reviewed, to the extent publicly available, financial information relating to the following seven selected transactions involving companies in the uniform rental and services industry:

BofA Merrill Lynch reviewed transaction values, either based on public filings or calculated as the enterprise value, calculated as equity values based on the consideration payable to the shareholders in the selected transaction, plus debt, plus preferred equity and minority interests, less cash, implied for the target company, as a multiple of the target company’s last twelve months (“LTM”) estimated earnings before interest, taxes, depreciation and amortization, commonly referred to as EBITDA. Financial data of the selected acquisition precedent transactions was based on publicly available information at the time of announcement of each relevant transaction. For the transactions in which G&K was a party, the EBITDA multiples were provided by G&K management. Based on such LTM EBITDA, the range of EBITDA multiples for the selected transactions was 7.3x - 12.2x and the mean and median EBITDA multiples for the selected transactions were 9.6x and 9.3x, respectively. BofA Merrill Lynch then applied LTM EBITDA multiples of 7.5x - 12.0x derived from the selected acquisition precedent transactions to G&K’s EBITDA for fiscal year 2016, as disclosed in the G&K Projections, which was normalized for a 52-week year, to derive a range of implied enterprise values for G&K. BofA Merrill Lynch deducted from these ranges of implied enterprise values G&K’s estimate of the net debt of G&K as of July 2, 2016 of $207 million and divided the resulting ranges of implied equity values by a number of fully diluted shares, based on 19,681,478 common shares and 716,521 stock options with an average strike price of $42.93 as of August 12, 2016 (calculated on a treasury stock method basis taking into account outstanding in-the-money options and restricted stock, based on information provided by G&K), to derive the following approximate implied per share equity value reference ranges (rounded to the nearest $0.05) for G&K, as compared to the merger consideration:

No selected company, business or transaction used in this analysis is identical or directly comparable to G&K or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely predictive. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which G&K and the Merger were compared.

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Discounted Cash Flow Analysis.   BofA Merrill Lynch performed a discounted cash flow analysis of G&K to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that G&K was forecasted to generate during G&K’s fiscal year 2017 through fiscal year 2021 based on the G&K Projections. Unlevered, after-tax free cash flows were calculated as earnings before interest and taxes (“EBIT”), less taxes, plus depreciation and amortization, less capital expenditures, plus (less) changes in net working capital. BofA Merrill Lynch calculated a range of terminal values for G&K by applying an assumed perpetuity growth rate range, based on guidance provided by G&K management, of 2.50% - 3.50% to G&K’s estimated terminal year unlevered, after-tax free cash flow. The cash flows from fiscal year 2017 through fiscal year 2021 and the range of terminal values were then discounted using a mid-year convention to present value as of June 30, 2016 using discount rates ranging from 8.00% - 10.00%, which were based on an estimate of G&K’s weighted average cost of capital and chosen by BofA Merrill Lynch upon an analysis of the capital structure and costs of equity and debt of the Company, to derive a range of implied enterprise values for G&K. BofA Merrill Lynch deducted from these ranges of implied enterprise values G&K’s estimate of the net debt of G&K as of July 2, 2016 of $207 million and divided the resulting ranges of implied equity values by a number of fully diluted shares, based on 19,681,478 common shares and 716,521 stock options with an average strike price of $42.93 as of August 12, 2016 (calculated on a treasury stock method basis taking into account outstanding in-the-money options and restricted stock, based on information provided by G&K), to derive the following approximate implied per share equity value reference ranges (rounded to the nearest $0.05) for G&K as compared to the merger consideration:

Present Value of Projected Future Stock Price.   BofA Merrill Lynch performed an illustrative analysis of the implied present value of the future price per share of G&K’s common stock, which is designed to provide insight into an illustrative potential future price of G&K’s common equity as a function of (1) G&K’s future earnings and an assumed stock price to next fiscal year (“NFY”) earnings multiple and (2) G&K’s future dividends to G&K’s common shareholders. BofA Merrill Lynch calculated the implied values per share of G&K’s common stock in one year, two years, three years and four years from August 12, 2016 by first applying to G&K’s projected earnings per share based on G&K Projections for each of the fiscal years 2017, 2018, 2019 and 2020 respectively, the following NFY earnings per share multiples: (i) 20.8x, based on Wall Street estimates of G&K’s 2017 earnings per share and its common stock price as of August 12, 2016; (ii) 19.0x, estimated by applying an approximately 8.6% discount to the NFY earnings per share multiple of 20.8x described above (the 8.6% discount represents the percentage amount that the two year average stock price to next twelve months (“NTM”) earnings per share multiple as of August 12, 2016, falls below the NTM earnings per share multiple of 20.5x, which is based on Wall Street estimates of G&K’s NTM earnings per share and its common stock price as of August 12, 2016); and (iii) 17.2x, estimated by applying an approximately 17.2% discount to the NFY earnings per share multiple of 20.8x described above (the 17.2% discount represents the percentage amount that the five year average stock price to NTM earnings per share multiple as of August 12, 2016, falls below the NTM earnings per share multiple of 20.5x). BofA Merrill Lynch then discounted to August 12, 2016 the resulting implied values per share of G&K’s common stock in one year, two years, three years and four years from August 12, 2016 by assuming a cost of equity for G&K of 9.5%. BofA Merrill Lynch then added to the resulting implied present values per share, cumulative future dividends per share of $1.60, $3.36, $5.42 and $7.80 respectively based on G&K Projections of future dividends per common share of $1.60 in 2017, $1.75 in 2018, $2.06 in 2019, and $2.38 in 2020, discounted to August 12, 2016 using a mid-year convention. This analysis indicated the following approximate implied per share equity value reference ranges (rounded to the nearest $0.05) for G&K, as compared to the current fiscal 2017 price to earnings multiple and the per share merger consideration:

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Other Factors.

In rendering its opinion, BofA Merrill Lynch also reviewed and considered other factors, including:

Miscellaneous

As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Merrill Lynch to the Company Board in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Merrill Lynch in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that its analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of G&K and Cintas. The estimates of the future performance of G&K and Cintas in or underlying BofA Merrill Lynch’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those such estimates or estimates suggested by BofA Merrill Lynch’s analyses. These analyses were prepared solely as part of BofA Merrill Lynch’s analysis of the fairness, from a financial point of view, of the merger consideration and were provided to the Company Board in connection with the delivery of BofA Merrill Lynch’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch’s view of the actual value of G&K.

The type and amount of consideration payable in the Merger was determined through negotiations between G&K and Cintas, rather than by any financial advisor, and was approved by the Company Board. The decision to enter into the merger agreement was solely that of the Company Board. As described above, BofA Merrill Lynch’s opinion and analyses were only one of many factors considered by the Company Board in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Company Board or management with respect to the Merger or the merger consideration.

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G&K has agreed to pay BofA Merrill Lynch for its services in connection with the Merger an aggregate fee currently estimated to be approximately $25 million, $1 million of which was payable in connection with its opinion and the remaining portion of which is contingent upon the completion of the Merger. G&K also has agreed to reimburse BofA Merrill Lynch for its expenses incurred in connection with BofA Merrill Lynch’s engagement and to indemnify BofA Merrill Lynch, any controlling person of BofA Merrill Lynch and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Merrill Lynch and its affiliates invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of G&K, Cintas and certain of their respective affiliates.

BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to G&K and have received or in the future may receive compensation for the rendering of these services, including acting as joint bookrunner and co-lead arranger for, and as a lender (including a letter of credit lender) to, G&K under its revolving credit facility and providing G&K certain treasury and trade management services and products. From August 1, 2014 through July 31, 2016, BofA Merrill Lynch and its affiliates derived aggregate revenues from G&K and its affiliates of approximately $2 million for investment and corporate banking services.

Interests of the Company’s Directors and Executive Officers in the Merger

Members of our board of directors and our executive officers have various interests in the Merger described in this section that may be in addition to, or different from, the interests of G&K Services, Inc. shareholders generally. You should keep this in mind when considering the recommendation of the Company Board for the approval of the merger agreement. The members of the Company Board were aware of these interests and considered them at the time they approved the merger agreement and in making their recommendation that G&K Services, Inc. shareholders approve the merger agreement. These interests are described below.

Treatment of Outstanding Equity Awards

The Company sponsors the G&K Services, Inc. Restated Equity Incentive Plan (2013) (the “Stock Plan”). Outstanding awards under the Stock Plan include stock options, restricted stock, and restricted stock units. As further described under “ The Merger Agreement — Treatment of Company Equity Awards; Stock Purchase Program ,” on page 59, under the merger agreement, for each award granted to non-employee directors and executive officers under the Stock Plan that is outstanding immediately prior to the effective time of the Merger, the vesting will accelerate in full and all restrictions will lapse at which point such awards will be cancelled and terminated in consideration for the right to receive a cash payment. For options, such cash payment will generally be equal to the product of the number of shares subject to the award, and the excess, if any, of the merger consideration over the exercise price of such option. For all other awards, such cash payment will generally be equal to the product of the number of shares subject to the award, assuming target level of performance for any performance-based vesting awards, multiplied by the merger consideration.

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Summary Tables

Stock Option Awards

The following table sets forth the pre-tax cash proceeds that each of our executive officers and non-employee directors would receive at or promptly after the effective time of the Merger in respect of outstanding Stock Options, whether or not vested, held by such executive officers and non-employee directors as of September 2, 2016, based on the $97.50 per share merger consideration. The table includes payments in respect of Stock Option Awards that may vest prior to the completion of the Merger in accordance with their terms.

Restricted Stock and Restricted Stock Units

The following table sets forth the pre-tax cash proceeds that each of our executive officers and non-employee directors would receive promptly after the effective time of the Merger in respect of unvested Restricted Stock and Restricted Stock Units held as of September 2, 2016, including in respect of awards that may vest prior to the completion of the Merger in accordance with their terms.

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Change of Control Severance Benefits for Executive Officers

Severance Policy

The Company maintains the G&K Services, Inc. Executive Severance and Change in Control Policy (the “Severance Policy”), pursuant to which participants, including the Company’s executive officers (other than Mr. Milroy, whose arrangement is described below), are entitled to the following payments and benefits upon such an officer’s (i) termination of employment by the Company without “cause” (as defined in the Severance Policy) or (ii) resignation by the executive officer for “good reason” (as defined in the Severance Policy), in either case within one year following a change of control:

The Merger will constitute a change of control for purposes of the Severance Policy.

Under the terms of the Severance Policy, the Company, if terminating the officer’s employment without cause, or the officer, if resigning for good reason, must deliver 30 days’ advance written notice of such termination or resignation to the other party. During such 30-day notice period, the Company shall continue to pay the officer his or her salary and other amounts due, and shall otherwise continue any benefits that had been afforded the officer immediately prior to delivery of any such notice, but may, in its discretion, relieve the officer of some or all of his or her title, duties and responsibilities.

In addition, the Severance Policy provides that upon the occurrence of a change of control, generally any equity-based incentive awards that are held by the officer on the date of such change of control will become fully vested.

All payments and benefits made under the Severance Policy are subject to the officer executing a general release of claims and remaining in compliance at all times with any duties or obligations the officer may have under any agreement with the Company with respect to the officer complying with restrictive covenants.

If payments under the Severance Policy, together with any other payment or benefit received in connection with a change of control of the Company, would result in an excise tax under Section 4999 of the Internal Revenue Code, then such payments and benefits will be reduced to the extent necessary to eliminate such excise tax, but only if and to the extent that such reduction would result in an increase in the aggregate payments and benefits to be provided to the officer, as determined on an after-tax basis.

Employment Agreement with Mr. Milroy

Mr. Milroy is a party to an employment agreement with the Company, effective March 1, 2007, and last amended on August 23, 2012 (“Mr. Milroy’s Agreement”), that provides Mr. Milroy with similar benefits and payments as provided to other named executive officers (“NEOs”) under the Severance Policy. Under the terms of Mr. Milroy’s Agreement, Mr. Milroy is entitled to the following payments and benefits in the event of Mr. Milroy’s (i) termination of employment by the Company without “cause” (as defined in Mr. Milroy’s Agreement) or (ii) resignation by Mr. Milroy for “good reason” (as defined in Mr. Milroy’s Agreement), in either case within one year following a change of control:

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Mr. Milroy’s Agreement also generally provides that, upon a change of control his economic incentive awards granted under the Stock Plan will become fully-vested. The Merger will constitute a change of control for purposes of Mr. Milroy’s Agreement.

All payments and benefits made under Mr. Milroy’s Agreement are subject to Mr. Milroy executing a general release of claims and his complying with restrictive covenants for 18 months following his termination or resignation date and a confidentiality covenant in perpetuity.

If payments and benefits under Mr. Milroy’s Agreement made in connection with a change of control would result in an excise tax under Section 4999 of the Internal Revenue Code, then such payments and benefits will be reduced to the minimum extent necessary to provide Mr. Milroy with the best after-tax result.

Annual Executive Management Incentive Plan

Our Annual Executive Management Incentive Plan (the “MIP”) is a variable pay program tied to achievement of annual business goals. Under the terms of the MIP, incentive plan awards for our executive officers will be made as a Performance Unit awards under the Company’s Restated Equity Incentive Plan (2013) to be paid in cash and limited to $5 million per NEO as required under the terms of that plan. The payout for each qualified performance-based measure of an NEO’s MIP calculation is determined by multiplying the NEO’s base salary, the NEO’s target incentive percentage, and certain financial measures based generally on achievement of certain targets against an internal business plan approved annually by our board of directors. The Company may cause the annual MIP incentive plan awards for the fiscal year in which the effective time occurs to be paid out on a pro-rated basis based on performance measured through the effective time. The Company may pay such prorated incentives to an executive officer without requiring that the executive officer remain employed through the payment date, provided that the payment is pro-rated to reflect the portion of the performance period during which the executive officer remained employed. For an estimate of the value of the payments and benefits described above that could become payable, please see the column titled MIP and the described assumptions at “—   Information Regarding Golden Parachute Compensation .”

Deferred Compensation Plan

The Company sponsors the Executive Deferred Compensation Plan (“DEFCO”), which will be terminated and all amounts distributed in connection with the consummation of the Merger. All executive officers (other than Mr. Fancey) participate in the DEFCO and will become fully vested and paid their respective account balance upon the termination of the DEFCO. For an estimate of the value of the payments and benefits described above that could become payable, please see the column titled Pension/NQDC and the described assumptions at “— Information Regarding Golden Parachute Compensation . ”

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Retention Program

Pursuant to the Merger, the Company has approved a retention program in the aggregate amount of not more than $7.5 million to promote retention and to incentivize efforts to consummate the closing of the Merger with eligible employees selected at the discretion of the Company’s Chief Executive Officer. The Company has entered into a retention bonus agreement with Mr. Cotter. Payment of Mr. Cotter’s retention award will be paid in a cash lump sum at the end of the retention period, subject to continued employment through the retention period (unless earlier terminated without cause). The retention period will end on the earlier of the transaction closing date or August 15, 2017. It is expected that no other executive officers will participate in the retention program. For an estimate of the value of the payments and benefits described above that could become payable, please see the column titled Retention Program and the described assumptions at “— Information Regarding Golden Parachute Compensation .”

Information Regarding Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K, the tables below present the estimated amounts of compensation that each named executive officer could receive that are based on or otherwise relate to the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the Merger-related compensation payable to G&K Services, Inc.’s named executive officers. This Merger-related compensation is subject to a non-binding advisory vote of G&K Services, Inc.’s shareholders. See the section entitled “ The Annual Meeting —   Required Vote — Advisory (Non-Binding) Vote on Merger-Related Compensation ,” beginning on page 23.

The amounts set forth below have been calculated assuming the Merger was consummated on December 31, 2016, the latest practicable date determined prior to the filing of this proxy statement as of which we could estimate these payments, and, where applicable, assuming each named executive officer was terminated by the Company without cause or by the officer for good reason (each, a “qualifying termination”) on such date. The amounts indicated in the table below are estimates of amounts that would be payable to the named executive officers, and the estimates are based on multiple assumptions before taxes that may or may not actually occur, including assumptions described in this proxy statement and in the footnotes to the table. Some of the assumptions are based on information not currently available, and as a result, the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below. All dollar amounts set forth below have been rounded to the nearest whole number.

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Indemnification and Insurance

Under the terms of the merger agreement, Cintas has agreed to indemnify and hold harmless, and provide advancement of expenses to, the present and former officers and directors of G&K and its subsidiaries (when acting in such capacity) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities that are incurred in connection with any civil, criminal, administrative or other similar proceeding, litigation, audit, investigation, arbitration, action, suit, review, examination, inquiry, hearing, demand, claim or similar action, arising out of matters existing or occurring at or prior to the effective time of the Merger (including in connection with the approval of the merger agreement, the Merger and the other transactions contemplated thereby or arising out of or pertaining to such transactions) to the fullest extent that the Company would have been authorized to indemnify such indemnified persons under its articles of incorporation or bylaws in effect on August 15, 2016 agreement. Cintas has also agreed that it or the surviving company will advance expenses as incurred to the fullest extent authorized under applicable law; provided, that the indemnified person to whom expenses are advanced provides the undertaking required by applicable law to repay such advances if it is ultimately determined that such indemnified person is not entitled to indemnification.

Cintas has also agreed to include provisions for indemnification, advancement of expenses and exculpation of the indemnified persons in the certificate of incorporation and bylaws of the surviving company and maintain such provisions to the fullest extend authorized under law on the same basis as set forth in the certificate of incorporation and bylaws of the Company in effect on the date of the merger agreement for a period of at least six years following the effective time of the Merger.

Prior to the effective time of the Merger, the Company has agreed to obtain insurance policies for the extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies (“D&O Insurance”) for a claims period of at least six years from and after the effective time, provided that the cost thereof does not exceed an amount equal to 300% of the annual premiums currently paid by the Company for such insurance. If the Company and the surviving corporation for any reason fail to obtain such insurance policies as of the effective time, the surviving corporation will continue to maintain in effect for a period of at least six years from and after the effective time the D&O Insurance in place as of August 15, 2016 or purchase comparable D&O Insurance for such six-year period. However, in no event will Cintas or the surviving corporation be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 200% of the annual premiums currently paid by the Company for such insurance.

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Litigation Relating to the Merger

On September 26, 2016, a putative shareholder class action lawsuit, captioned Klein v. G&K Services, Incorporated, et al., Civil Action No. 16-cv-03198 (RHK) (KMM), was filed in the United States District Court for the District of Minnesota, against the Company and the members of the Company Board. The complaint asserts claims under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and alleges, among other things, that the Company’s preliminary proxy statement contains false and misleading statements and/or omits material information. The complaint seeks, among other things, injunctive relief and an award of attorneys’ fees and expenses. The parties believe the claims asserted in the lawsuit are without merit.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a general discussion of the material U.S. federal income tax consequences of the Merger to U.S. holders (as defined below) of common stock whose shares are exchanged for cash pursuant to the Merger. This discussion does not address U.S. federal income tax consequences with respect to holders other than U.S. holders. This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable U.S. Treasury Regulations, judicial opinions and administrative rulings and published positions of the Internal Revenue Service (the “IRS”), each as in effect as of the date hereof. These authorities are subject to change or differing interpretations, possibly on a retroactive basis, and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion is for general information purposes only and does not purport to be a complete analysis of all potential tax consequences. This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, nor does it address any tax considerations under state, local or foreign laws or U.S. federal laws other than those pertaining to the U.S. federal income tax. This discussion is not binding on the IRS or the courts and, therefore, could be subject to challenge, which could be sustained. No ruling is intended to be sought from the IRS with respect to the Merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of common stock that is for U.S. federal income tax purposes:

This discussion applies only to U.S. holders of shares of common stock who hold such shares as a capital asset within the meaning of Section 1221 of the Internal Revenue Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a U.S. holder in light of its particular circumstances, or that may apply to U.S. holders subject to special treatment under U.S. federal income tax laws (including, for example, insurance companies, dealers or brokers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting, holders subject to the alternative minimum tax, U.S. holders that have a functional currency other than the U.S. dollar, tax-exempt organizations, tax-qualified retirement plans, banks and other financial institutions, mutual funds, certain expatriates, partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes), S corporations, or other pass-through entities, or investors in such partnerships, S corporations or other pass-through entities, real estate investment trusts, regulated

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investment companies, U.S. holders who hold shares of common stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction, U.S. holders who will hold (actually or constructively) an equity interest in the surviving corporation immediately after the Merger, and U.S. holders who acquired their shares of common stock through the exercise of employee stock options or other compensation arrangements). This discussion also does not address the U.S. federal income tax consequences to holders of shares of common stock who exercise dissenters’ rights in connection with the Merger under the MBCA.

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partners and the activities of the partnership. If you are, for U.S. federal income tax purposes, a partner in a partnership holding shares of common stock, you should consult your tax advisor.

This summary of material U.S. federal income tax consequences is for general information purposes only and is not tax advice. Holders of common stock are urged to consult their own tax advisors to determine the particular tax consequences to them of the Merger, including the applicability and effect of the alternative minimum tax, the unearned income Medicare contribution tax and any other U.S. federal, or state, local, foreign or other tax laws.

The receipt of cash by U.S. holders in exchange for shares of common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of common stock pursuant to the Merger will recognize capital gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis in the shares of common stock generally will equal the holder’s purchase price for such shares, as adjusted to take into account stock dividends, stock splits, or similar transactions.

Any such gain or loss will be long-term capital gain or loss if a U.S. holder’s holding period in the shares of common stock surrendered in the Merger is greater than one year as of the date of the Merger. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of common stock at different times and different prices, such U.S. holder must determine its adjusted tax basis, gain or loss and holding period separately with respect to each block of common stock.

Information Reporting and Backup Withholding

Payments made in exchange for shares of common stock pursuant to the Merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 28%). To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return to the applicable withholding agent a properly completed and executed IRS Form W-9, certifying that such U.S. holder is a U.S. person, that the taxpayer identification number provided is correct, and that such U.S. holder is not subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder’s U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner.

Financing

In connection with execution of the merger agreement, Cintas expects to fund the merger consideration in part with new debt incurred under a debt financing commitment letter previously provided to the Company. In this respect, Cintas has received debt financing commitments in the amount of $2.3 billion. Cintas has agreed to

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use reasonable best efforts to obtain the debt financing contemplated by such debt financing commitment letter. There is, however, no financing condition to Cintas’ obligation to consummate the Merger. See the section entitled “The Merger Agreement —   Financing and Financing Cooperation.”

Regulatory Approvals

Under the HSR Act and related rules, certain transactions, including the Merger, may not be completed until notifications have been given and information furnished to the Antitrust Division and the FTC, and all statutory waiting period requirements have been satisfied. Similarly, under the Competition Act (Canada), transactions above certain financial thresholds, including the Merger, may not be completed until notice has been given to and prescribed information filed with the Competition Commissioner and all statutory waiting period requirements have been satisfied.

Completion of the Merger is subject to the expiration or termination of the applicable waiting period under the HSR Act and Competition Act Approval. On August 29, 2016, Cintas filed its Notification and Report Forms with the Antitrust Division and the FTC. On August 30, 2016, the Company filed its Notification and Report Forms with the Antitrust Division and the FTC. On September 12, 2016, both the Company and Cintas filed their respective pre-merger notification forms with the Competition Commissioner, and Cintas also filed a request for an advance ruling certificate or no-action letter.

On September 29, 2016, each of the Company and Cintas received a request for additional information and documentary material, commonly referred to as a “second request,” from the FTC, pursuant to the HSR Act, in connection with the Merger. A “second request” is a routine part of the FTC’s review of proposed transactions. The FTC’s “second request” has the effect of extending the waiting period applicable to the consummation of the Merger until the 30th day after substantial compliance by the Company and Cintas with the “second request,” unless the waiting period is extended voluntarily by the parties or terminated sooner by the FTC.

At any time before or after the completion of the Merger, the Antitrust Division or the FTC may take action under the antitrust laws, including seeking to enjoin the completion of the Merger, to rescind the Merger or to conditionally permit completion of the Merger subject to regulatory conditions or other remedies. In addition, non-U.S. regulatory bodies, such as the Competition Commissioner under the Competition Act (Canada), or U.S. state attorneys general under the antitrust laws could take action as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the Merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

The Company and Cintas have each agreed to use their reasonable best efforts to obtain and maintain all regulatory approvals necessary to complete the Merger and the other transactions contemplated by the merger agreement. If necessary to obtain the requisite antitrust clearances, the Company and Cintas have agreed, among other things, (i) to propose, negotiate, commit to, effect and agree to, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, holding separate, and other disposition of the businesses, assets, properties, products, product lines, and equity interests of Cintas, the Company, and their respective subsidiaries and take such action or actions that would in the aggregate have a similar effect, (ii) create, terminate, or divest relationships, ventures, contractual rights or obligations of Cintas, the Company or their respective subsidiaries, and (iii) otherwise take or commit to take any action that would limit Cintas’ freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, products, product lines or properties of the Cintas or the Company (including any of their respective subsidiaries). However, the Company and Cintas will not be required to take, or cause to be taken, or commit to take, or commit to cause to be taken, any divestiture, license, hold separate, sale or other disposition (1) with respect to, any of the products, product lines, services or service lines, in each case in whole or in part, of the Company, Cintas or any of their

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respective subsidiaries representing, in the aggregate, in excess of $300 million of net sales or (2) of, or with respect to, Cintas’ “CINTAS” trademark or trade name. See the sections entitled “ The Merger Agreement — Efforts to Consummate the Merger ” and “—  Divestitures and Triggering Divestiture .”

For purposes of the regulatory approvals provisions in the merger agreement, the calculation of “net sales”

means net sales with respect to any product, product line, service or service line, in each case, in whole or in part, measured by reference to the net sales associated with such product, product line, service or service line for the fiscal year ended July 2, 2016, in the case of products, product lines, services or service lines of the Company or any of its subsidiaries, or May 31, 2016 in the case of Cintas or any of its subsidiaries. However, any related assets, businesses, properties, or equity interests shall not be included in the calculation of net sales.

Delisting and Deregistration of Company Common Stock

If the Merger is completed, the Company common stock will be delisted from the NASDAQ Global Select Market and deregistered under the Exchange Act.

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THE MERGER AGREEMENT

The following is a summary of the material provisions of the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read carefully the merger agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The following summary of the merger agreement, and the copy of the merger agreement attached as Annex A to this proxy statement, are intended to provide information regarding the terms of the merger agreement and are not intended to provide any factual information about G&K or modify or supplement any factual disclosures about G&K in its public reports filed with the SEC. In particular, the merger agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to G&K. The merger agreement contains representations and warranties by and covenants of G&K, Cintas and Merger Sub which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement (August 15, 2016), which subsequent information may or may not be fully reflected in G&K’s public disclosures. Investors are not third-party beneficiaries under the merger agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, the description of the merger agreement below does not purport to describe all of the terms of the merger agreement and is qualified in its entirety by reference to the full text of the merger agreement, a copy of which is attached hereto as Annex A and is incorporated herein by reference.

Additional information about G&K may be found elsewhere in this proxy statement and G&K’s other public filings. See the section entitled “Where You Can Find Additional Information.”

Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

At the effective time, Merger Sub will merge with and into G&K, and the separate corporate existence of Merger Sub will cease. G&K will be the surviving corporation in the Merger, will continue its corporate existence as a Minnesota corporation as a wholly owned subsidiary of Cintas. The articles of incorporation of G&K as in effect immediately before the effective time will be amended in their entirety to the form of articles of incorporation of Merger Sub. The bylaws of G&K as in effect immediately before the effective time will be the bylaws of the surviving corporation.

The individuals holding positions as directors and officers of Merger Sub immediately before the effective time will become the initial directors and officers of the surviving corporation.

When the Merger Becomes Effective

The closing of the Merger will take place at 10:00 a.m. local time at the offices of Jones Day, 901 Lakeside Avenue, Cleveland, Ohio 44114, on the third business day following the day on which the last of the conditions

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set forth in the merger agreement to be satisfied or (to the extent permitted by law) waived (other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of such conditions) shall be satisfied or waived in accordance with the merger agreement, or at such other place, date and time as G&K and Cintas may agree upon in writing.

On the closing date, G&K and Merger Sub will file articles of merger with the Secretary of State of the State of Minnesota. The Merger will become effective at such time as the articles of merger are filed with the Secretary of State of the State of Minnesota, or at such later time as is specified in the articles of merger.

As of the date of this proxy statement, we expect to consummate the Merger not later than the second quarter of calendar year 2017. However, completion of the Merger is subject to the satisfaction or waiver of the conditions to the completion of the Merger, which are described below and include various regulatory clearances and approvals. It is possible that factors outside the control of G&K or Cintas could delay the completion of the Merger, or prevent it from being completed at all. There may be a substantial amount of time between the annual meeting and the completion of the Merger.

Effect of the Merger on G&K Common Stock

At the effective time, each share of G&K common stock outstanding immediately before the effective time (other than shares owned by G&K, Cintas or Merger Sub or any of their subsidiaries, which will be cancelled, and other than dissenting shares) will be converted into the right to receive the merger consideration. The merger consideration will be $97.50 per share in cash, without interest, and subject to any applicable withholding taxes.

At the effective time, each of the following categories of shares of G&K common stock will be cancelled and cease to exist, and no consideration will be paid in exchange for such cancellation: (1) each share that is owned or held in treasury by G&K or any of its direct or indirect subsidiaries, (2) any shares owned by Cintas, Merger Sub or any other direct or indirect subsidiary of Cintas, and (3) shares owned by shareholders who have perfected and not withdrawn a demand for appraisal rights (which we refer to as “dissenting shareholders” in this proxy statement) pursuant to Sections 302A.471 and 302A.473 of the MBCA, subject to the right of any dissenting shareholder to receive payment as described below in the section entitled “—  Dissenters’ Rights.”

At the effective time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the effective time will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the surviving corporation, and such shares will constitute the only outstanding shares of capital stock of the surviving corporation.

Dissenters’ Rights

Each share of G&K common stock outstanding immediately prior to the effective time and held by a dissenting shareholder shall be cancelled and cease to exist and no merger consideration shall be paid to any dissenting shareholder in consideration for such cancellation, but the dissenting shareholder will be entitled to the rights granted under Sections 302A.471 and 302A.473 of the MBCA, unless the dissenting shareholder fails to perfect, withdraws, or otherwise loses such rights. If a dissenting shareholder fails to perfect, withdraws, or loses the right to appraisal granted under the MBCA, each share of G&K common stock held by such dissenting shareholder shall be deemed to automatically be converted into, and to have become exchanged for, the per share merger consideration as of the effective time. Pursuant to the merger agreement, G&K has agreed to provide Cintas with prompt notice (and in any event within two business days) of any demands received by G&K in respect of dissenters’ rights, and Cintas has the right to participate in all negotiations and proceedings with respect to such demands. G&K has agreed not to voluntarily make any payment with respect to, or offer to settle or settle, any such demands without the prior written consent of Cintas.

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Treatment of Company Equity Awards; Stock Purchase Program

Company Options . Except as provided below, upon the terms and subject to the conditions set forth in the merger agreement: (i) the vesting of each company option that remains outstanding as of immediately prior to the effective time shall be accelerated in full immediately prior to the effective time, (ii) each company option that remains outstanding as of immediately prior to the effective time shall be cancelled and terminated as of the effective time, and (iii) each holder of each such company option shall cease to have any rights with respect thereto, except the right to be paid an amount in cash (without interest) equal to the product of (x) the total number of shares previously subject to such company option and (y) the excess, if any, of the merger consideration over the exercise price per share of such company option, less any required withholding taxes. Each company option that is granted after December 31, 2016 to a person other than Douglas A. Milroy or any employee covered by the company’s Executive Severance and Change in Control Policy that provides for pro-rata vesting upon the effective time will vest pro-rata in accordance with its terms (and not in accordance with clause (i) above), will result in the unvested portion being forfeited upon the effective time, and will result in the payment described in clause (iii) above being made only with respect to the vested portion of such company option. Any company option with an exercise price equal to, or in excess of, the per share merger consideration will be cancelled at the effective time for no consideration.

Restricted Stock . Except as provided below, upon the terms and subject to the conditions set forth in the merger agreement, each award of restricted stock that is outstanding immediately prior to the effective time and not or no longer subject to performance based vesting conditions will become vested and no longer subject to restrictions immediately prior to the effective time, and each award of restricted stock subject to performance-based vesting conditions that have not been satisfied, if any, will become vested as of immediately prior to the effective time, with respect to the number of shares of restricted stock determined as if the applicable performance goals had been achieved at the target level of performance at the end of the applicable performance period. Such vested and unrestricted shares shall be treated in the same manner as company shares generally in the merger, except that the merger consideration paid to the holder shall be reduced by any required withholding taxes. Each award of restricted stock that is granted after December 31, 2016 to a person other than Douglas A. Milroy or any employee covered by the company’s Executive Severance and Change in Control Policy that provides for pro-rata vesting upon the effective time will vest pro-rata in accordance with its terms (instead of vesting as provided above) and will result in the unvested portion being forfeited as of the effective time for no consideration. Promptly following the effective time, any cash dividends previously paid by the Company with respect to restricted stock and held as of the effective time by the Company or its designated agent shall be distributed by the Company to the holder of such restricted stock, to the extent such restricted stock has become vested as described above.

Other Awards . Except as provided below, each award of a right under any stock plan (other than awards of company options or restricted stock, the treatment of which is specified above) entitling the holder thereof to shares or cash equal to or based on the value of shares (a “share unit”) that is outstanding or payable as of the effective time shall be cancelled and terminated as of the effective time and each share unit holder shall cease to have any rights with respect thereto, except the right to be paid an amount in cash (without interest) equal to the product of (i) the total number of shares underlying such share units (or, if subject to performance-based vesting, the number of shares at the target level of performance) and (ii) the per share merger consideration, less any required withholding taxes. Each share unit that is granted after December 31, 2016 to a person other than Douglas A. Milroy or any employee covered by the company’s Executive Severance and Change in Control Policy that provides for pro-rata vesting upon the effective time will be treated as described in the foregoing except that the cash payment amount to be paid to each such holder will be calculated based on the number of shares underlying the pro-rata vested share units (instead of the total number of shares as provided in clause (i) above) and will result in the unvested portion of the share units being forfeited for no consideration. If any payment contemplated by this paragraph would cause additional taxes to be payable by reason of Section 409A of the Internal Revenue Code, then payment in respect of such award will instead be made under the terms of the applicable stock plan and related award or other governing documents at the earliest time permitted that will not result in additional taxes or penalties under Section 409A of the Internal Revenue Code.

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Company Employee Stock Purchase Program . G&K will cause the final offering period under its Employee Stock Purchase Plan (ESPP) to be terminated at least thirty days prior to the effective time, at which point participant accounts will be applied to the purchase of common stock in accordance with the terms of the ESPP. Effective immediately prior to the effective time, G&K’s ESPP will be terminated and all amounts withheld by G&K on behalf of participants and not applied to the purchase of common stock will be returned without interest to the participants.

Payment for Common Stock in the Merger

Prior to the effective time, Cintas will make available or will cause to be made available to a paying agent approved by G&K amounts in immediately available cash sufficient to pay the aggregate merger consideration. As promptly as practicable (and no later than the third business day) after the effective time, Cintas will cause the paying agent to mail to each person that was, immediately prior to the effective time, a holder of record of shares of G&K common stock (other than holders of excluded shares) represented by certificates: (i) a letter of transmittal and (ii) instructions for use in effecting the surrender of the certificates (or affidavits of loss in lieu of the certificates as provided in the merger agreement) in exchange for the merger consideration. Upon surrender of a certificate (or affidavit of loss in lieu of the certificate as provided in the merger agreement) to the paying agent in accordance with the terms of such letter of transmittal, duly executed, and such other documents as may reasonably be required by the paying agent, the holder of such certificate will be entitled to receive the merger consideration (less any amount that may be withheld with respect to any applicable withholding taxes).

No holder of shares of G&K common stock held in book-entry form will be required to deliver a certificate or an executed letter of transmittal to the paying agent to receive the merger consideration that such holder is entitled to receive pursuant to the merger agreement. In lieu thereof, each holder of record of one or more shares of G&K common stock held in book-entry form (other than excluded shares) whose shares were converted into the right to receive the merger consideration pursuant to the merger agreement will automatically upon the effective time be entitled to receive, and Cintas will cause the exchange agent to pay and deliver as promptly as practicable after the effective time (and in any event within five business days thereafter), in respect of each such share the merger consideration, and such shares of G&K common stock held in book-entry form of such holder will then be canceled.

Representations and Warranties

The merger agreement contains representations and warranties of G&K, subject to certain exceptions in the merger agreement, in the disclosure letter delivered by the Company in connection with the merger agreement (the “company disclosure letter”) and in G&K’s public filings, as to, among other things:

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The merger agreement also contains representations and warranties of Cintas and Merger Sub, subject to certain exceptions in the merger agreement and the disclosure letter delivered by Cintas in connection with the merger agreement, as to, among other things:

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Some of the representations and warranties in the merger agreement are qualified by materiality qualifications or a “material adverse effect” qualification with respect to either G&K or Cintas, as discussed below.

For purposes of the merger agreement, a “material adverse effect” with respect to G&K means any event, change, circumstance or effect, each referred to as an “effect,” that, individually or in the aggregate together with all other effects, (1) prevents, materially delays, materially impairs, or has a material adverse effect on the ability of G&K to perform its obligations under the merger agreement or to consummate the Merger and the other transactions contemplated by the merger agreement or (2) is materially adverse to the assets, cash flow, properties, operations, business, financial condition and/or results of operations of G&K and its subsidiaries taken as a whole. However, a material adverse effect as described in the foregoing clause (2) is not deemed to include the impact of:

however, with respect to the matters described in the foregoing first, second, third, seventh, and eighth bullet points above, such impact will be taken into account to the extent that it is disproportionately adverse to G&K and its subsidiaries, taken as a whole, relative to other participants in the industries in which G&K and its subsidiaries operate.

Conduct of Business Pending the Merger

The merger agreement provides that, during the period from August 15, 2016 until the effective time or the earlier termination of the merger agreement and, except as required by applicable law, with Cintas’ prior written consent (which shall not be unreasonably withheld, conditioned or delayed), as required by the merger agreement or as set forth in the company disclosure letter to the merger agreement, G&K will, and will cause each of its

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subsidiaries to, conduct its business in the ordinary course consistent with past practice and in compliance with applicable laws, use reasonable best efforts to preserve intact its business organization, maintain in effect all of its permits, keep available the services of its directors, officers and employees, and maintain existing relations and goodwill with governmental entities, customers, distributors, lenders, partners, suppliers and others with material business associations with G&K or its subsidiaries. Further, and subject to the exceptions set forth above, during such time period G&K will not, and will not permit any of its subsidiaries to, do any of the following:

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Acquisition Proposals; No Solicitation

Except as permitted by the merger agreement, G&K has agreed that none of G&K, its subsidiaries, nor any of their respective officers and directors may, and G&K will direct its and its subsidiaries’ representatives not to, directly or indirectly:

Pursuant to the merger agreement, an “acquisition proposal” means any proposal or offer to engage in one or a series of related transactions involving the direct or indirect purchase or other acquisition (including by merger, consolidation, tender offer, exchange offer, recapitalization, reorganization, share exchange, business combination, joint venture, partnership or similar transaction involving G&K or any of its subsidiaries) by any person, which if consummated would result in any person becoming the direct or indirect beneficial owner of (1) 15% or more of the total voting power or economic interest in any class of equity securities of G&K or any of its material subsidiaries or (2) 15% or more of the consolidated total assets, measured by fair market value as of the date of such purchase or other acquisition of G&K and its subsidiaries taken as a whole. The definition of “acquisition proposal” excludes proposals by Cintas, Merger Sub or their affiliates and the Merger and the transactions contemplated by the merger agreement.

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Receipt of Acquisition Proposal

Notwithstanding the provisions of the merger agreement described above, if G&K receives a written acquisition proposal from a third party prior to the time the requisite company vote is obtained that did not result from a breach of the non-solicitation restrictions of the merger agreement and which (i) the Company Board determines in good faith to be bona fide and (ii) the Company Board determines in good faith after consultation with outside legal counsel that failure to take such action, in light of the acquisition proposal and the terms of the merger agreement, would be inconsistent with the Company’s directors’ fiduciary duties under applicable law, the Company may:

Pursuant to the merger agreement, a “superior proposal” means an unsolicited bona fide written acquisition proposal that would result in any person (other than Cintas or its affiliates) becoming the direct or indirect beneficial owner of all or substantially all of the assets (on a consolidated basis) or all or substantially all of the total voting power of the equity securities of G&K that the Company Board has determined in its good faith judgment (1) is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal, and (2) if consummated, would result in a transaction more favorable to G&K’s shareholders than the Merger and the other transactions contemplated by the merger agreement (after taking into account any revisions to the terms of the transactions resulting from discussions with Cintas following an intervening event (as described more fully in the section entitled “—  Change in Board Recommendation ”) and the time likely to be required to consummate such acquisition proposal).

G&K has agreed that, if (1) G&K receives a proposal or offer with respect to an acquisition proposal, (2) any non-public information is requested from G&K with respect to an acquisition proposal, or (3) any person seeks to initiate discussions or negotiations with G&K with respect to an acquisition proposal; then, in each case, G&K will promptly (and, in any event, within 48 hours) notify Cintas of such occurrence and disclose to Cintas the identity of the person making the proposal or offer and the material terms of such proposal or offer (including, if applicable, copies of any written requests, proposals or offers, including proposed contracts) and thereafter will keep Cintas promptly informed of the status of any such discussions or negotiations. In the event that any party modifies the financial or other material terms of its acquisition proposal, G&K is required to notify Cintas orally and in writing within 48 hours of receipt of such modification of the existence and terms of such modification (including, if applicable, copies of any written documentation reflecting such modification). G&K and its subsidiaries are prohibited from entering into any confidentiality or similar agreement subsequent to

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August 15, 2016 that prohibits G&K from providing Cintas such material terms and conditions. G&K will promptly (and in any event within 48 hours thereafter) notify Cintas of the identity of any person with which G&K enters into such a confidentiality or similar agreement.

Change in Board Recommendation

The Company Board has recommended that G&K shareholders vote “ FOR ” the proposal to approve the merger agreement (which we refer to as the “Company recommendation”). Except as expressly permitted by the merger agreement, neither the Company Board nor any committee thereof, may directly or indirectly:

The merger agreement permits the Company Board to make a change of recommendation only in certain limited circumstances, as described below (the actions described in the first, second, third bullet points above are referred to in this proxy statement as a “change of recommendation”).

However, at any time after August 15, 2016 and prior to the time the requisite company vote is obtained, the Company Board may make a change of recommendation in response to an intervening event if prior to taking such action, (i) the Company Board has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law, (ii) G&K has delivered to Cintas a written notice stating that the Company Board intends to take such action no less than four business days prior to making such change of recommendation and has provided Cintas a description of the intervening event, and (iii) at the end of such notice period, the Company Board has considered in good faith any revisions to the terms of the merger agreement proposed in writing by Cintas, if any, and has determined, after consultation with the Company’s outside legal counsel and financial advisors, that the failure to make a change of recommendation would be inconsistent with its fiduciary duties under applicable law.

Under the merger agreement, an “intervening event” means any event, development or change in circumstance that arises or occurs after August 15, 2016 and is material to G&K and its subsidiaries taken as a whole, which as of such date was neither known to nor reasonably foreseeable by the Company Board, and does not relate to or arise out of (1) any acquisition proposal or the transactions contemplated by the merger agreement; (2) changes in the price or trading volume of G&K’s common stock (but not the underlying cause of such changes); (3) certain notices, consents, or filings designated by the merger agreement as “company approvals” or “parent approvals” or any action taken by Merger Sub or Cintas or any of their subsidiaries or affiliates described in the section entitled “—  Efforts to Consummate the Merger ” or the consequences of any

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such action; (4) any event, development or change in circumstances generally affecting the principal industries in which G&K or any of its subsidiaries operate (except to the extent such event, development or change in circumstances would reasonably be expected to have a disproportionate effect on G&K and its subsidiaries, taken as a whole, relative to other participants in the industries in which G&K and its subsidiaries operate); or (5) G&K or any of its subsidiaries exceeding, or failing to meet, internal or external projections, budgets, guidance, forecasts or estimates of revenues, earnings or other financial metrics for any period (but not the underlying cause of such event).

Further, at any time after August 15, 2016 and prior to the time the requisite company vote is obtained, if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, that an acquisition proposal made after August 15, 2016 (that did not result from a breach of the non-solicitation restrictions of the merger agreement (other than an immaterial breach)) is a superior proposal, and failure to take such action would be inconsistent with the Company’s directors’ fiduciary duties, then the Company Board may (1) make a change of recommendation and/or (2) cause G&K to terminate the merger agreement and pay a $60 million termination fee to Cintas on or before the termination date.

Prior to making any such change of recommendation or terminating the merger agreement and paying the termination fee with respect to a superior proposal, (1) G&K must have given Cintas at least four business days’ prior written notice of its intention to terminate the merger agreement and pay the termination fee, and have provided Cintas the material terms and conditions of, and the identity of the party making, any such superior proposal and copies of the most current version of the agreement reflecting such terms and conditions and (2) after providing such notice and prior to taking any such action with respect to a superior proposal, G&K must have negotiated in good faith with Cintas during such four business day period (to the extent that Cintas indicates to the Company that Cintas desires to negotiate) with respect to, and must have considered in good faith, any changes to the merger agreement agreed to be made in writing by Cintas so that such superior proposal ceases to constitute a superior proposal.

In the event that the financial or material terms of an acquisition proposal are modified by the party making the acquisition proposal after G&K has provided the required notice of the acquisition proposal to Cintas, G&K will provide Cintas with written notice of the modified acquisition proposal and will again comply with the good faith negotiation arrangements described above, except that the four business day consideration period will be reduced to three business days.

The non-solicitation restrictions of the merger agreement do not prohibit G&K from complying with its disclosure obligations under applicable U.S. federal or state law with respect to an acquisition proposal, but G&K may not make a change of recommendation without complying with the applicable provisions of the merger agreement. Under the merger agreement, any disclosure relating to an acquisition proposal that does not reaffirm the company recommendation (other than a “stop, look and listen” disclosure by the Company Board to the shareholders pursuant to Rule 14d-9(f) of the Exchange Act) will be deemed to be a change of recommendation.

Existing Discussions or Negotiations

G&K agreed to cease and terminate, as of August 15, 2016, any existing activities, discussions or negotiations with any party (other than Cintas) with respect to an acquisition proposal. G&K has also agreed that, as soon as reasonably practicable, it will ask any party that has been furnished confidential information by G&K or any of its subsidiaries in the twelve months prior to August 15, 2016 pursuant to a confidentiality agreement and in connection with the consideration by such party of an acquisition of G&K or any of its subsidiaries to return or destroy such confidential information.

G&K Shareholders’ Meeting

G&K agreed to file this proxy statement with the SEC as promptly as practicable after August 15, 2016, and in any event within thirty calendar days of such date. G&K also agreed to promptly notify Cintas of the receipt of

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all comments of the SEC with respect to the proxy statement and any request by the SEC for any amendment or supplement thereto or for any additional information and will promptly provide all copies of correspondence. Each company will use its reasonable best efforts to promptly respond to any SEC comments. G&K will cause the definitive proxy statement to be mailed to G&K’s shareholders promptly after the tenth calendar day following the filing of the preliminary proxy statement with the SEC or, in the event the SEC provides comments on the preliminary proxy statement prior to such time, promptly after the date the SEC advises that it has no further comments.

G&K has agreed to take, in accordance with applicable law and its governance documents, all action necessary to convene a meeting of its shareholders as promptly as practicable (and in any event, within thirty business days) after the mailing of this proxy statement, for shareholders to consider and vote upon the adoption of the merger agreement (which meeting, and any adjournment or postponement thereof, is referred to in this proxy statement as the “G&K shareholders’ meeting”). Under the merger agreement, G&K’s obligations relating to convening the G&K shareholders’ meeting will be unaffected by the consideration of any acquisition proposal or any change of recommendation by the Company Board. Subject to the provisions of the merger agreement relating to the consideration of alternative acquisition proposals and a change of recommendation, the Company Board will recommend the adoption of the merger agreement and will take all lawful action to solicit the requisite company vote at the G&K shareholders’ meeting. G&K has agreed to keep Cintas reasonably informed regarding the solicitation efforts and proxy tallies following the mailing of this proxy statement.

G&K may only adjourn or postpone the G&K shareholders’ meeting (1) to solicit additional proxies for the purpose of obtaining the requisite company vote, (2) for the absence of a quorum, (3) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that G&K has determined after consultation with outside legal counsel is necessary under applicable law, and for such supplemental or amended disclosure to be disseminated and reviewed by G&K’s shareholders prior to the G&K shareholders’ meeting, (4) if, based on advice of outside legal counsel, failure to adjourn or postpone would reasonably be expected to be a violation of any applicable order or law, or (5) with the written consent of Cintas, which may be withheld in Cintas’ sole discretion.

Efforts to Consummate the Merger

G&K and Cintas have agreed that prior to the closing of the Merger, Cintas, Merger Sub and G&K will use their respective reasonable best efforts to ensure all reasonable actions are taken and all reasonable things are done as are necessary, proper, or advisable to consummate the Merger as promptly as practicable, including (1) preparing and filing all forms, registrations and notifications required to be filed to consummate the Merger, (2) using reasonable best efforts to satisfy the conditions to consummating the Merger, (3) using reasonable best efforts to obtain (and to cooperate with each other in obtaining) any consent, authorization, expiration or termination of a waiting period, permit, order or approval of, waiver or any exemption by, any governmental entity required to be obtained or made by Cintas, Merger Sub, G&K or any of their respective subsidiaries in connection with the Merger, (4) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging the merger agreement or the consummation of the Merger, (5) using reasonable best efforts to obtain (and to cooperate with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger, and (6) the execution and delivery of any reasonable additional instruments necessary to consummate the Merger and to fully carry out the purposes of the merger agreement.

G&K and Cintas will each keep the other apprised of the status of matters relating to the completion of the Merger and work cooperatively to obtain all required consents, authorizations, orders or approvals of, or any exemptions by, any governmental entity that are required under the merger agreement. G&K and Cintas have each agreed that, prior to the closing, each will promptly (1) consult with the other parties to the merger agreement and provide any necessary information and assistance as the other parties may reasonably request with respect to all notices, submissions or filings made by or on behalf of such party with any governmental entity and

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(2) inform the other parties to the merger agreement of any communication from or to any governmental entity regarding the Merger, and permit the other parties the opportunity to review and discuss in advance, and consider in good faith the views of the other parties in connection with, any proposed communication or submission with any such governmental entity to the extent practicable, provided that Cintas will have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust consents or approvals.

None of the parties to the merger agreement may participate in any substantive meeting with any governmental entity in connection with the merger agreement or the Merger without first consulting with the other parties and (unless prohibited by the applicable governmental entity) giving the other parties the opportunity to attend and participate in any such meeting. However, pursuant to the confidentiality agreement and the joint defense agreement between G&K and Cintas, each may reasonably designate, to the extent it deems advisable and necessary, any competitively sensitive material provided to the other as “outside counsel only material.” Outside counsel only material will not be disclosed to employees, officers or directors of Cintas or G&K, as the case may be, without the express advance permission from the party supplying such information or its legal counsel.

G&K and Cintas have also agreed to use reasonable best efforts to make or file with the appropriate governmental entity all filings, forms, registrations and notifications required to consummate the Merger under any applicable antitrust law, and to furnish all requested information and documentary material under the HSR Act or any other antitrust law. G&K and Cintas have agreed to file, within twenty business days after August 15, 2016, their notification and report forms under the HSR Act and a notification pursuant to the Competition Act (Canada) with the Competition Commissioner, and Cintas has agreed to make a submission in support of an advance ruling certificate or no-action letter to the Competition Commissioner within such time. In the event that the parties receive a Request for Additional Information and Documentary Material (which we refer to in this proxy statement as a “second request”) pursuant to the HSR Act or the Competition Act (Canada), the parties will use their respective reasonable best efforts to submit appropriate responses to, and to certify compliance with, such second request as promptly as practicable, with coordination among legal counsel for the respective parties throughout such process. Neither G&K nor Cintas may delay compliance with a second request beyond six months from August 15, 2016, other than pursuant to a timing, settlement, or similar agreement that was executed in compliance with the merger agreement (as described below).

G&K and Cintas have agreed that neither will enter into, without the prior written consent of the other, any timing, settlement or similar agreement that would (1) extend, suspend, lengthen, or otherwise toll the expiration or termination of the applicable waiting period under the HSR Act beyond the date that is six months after August 15, 2016 or (2) bind or commit the parties to refrain from completing the Merger, or otherwise prevent or prohibit the parties from completing the Merger, prior to a date that is six months after August 15, 2016.

Divestitures and Triggering Divestiture

If necessary to obtain the requisite antitrust clearances, G&K and Cintas have agreed, as promptly as practicable, (1) to propose, negotiate, commit to, effect and agree to the sale, divestiture, license, holding separate, and other disposition of the businesses, assets, properties, products, product lines, and equity interests of G&K, Cintas, or their respective subsidiaries, and to take such action or actions that would in the aggregate have a similar effect, (2) create, terminate, or divest relationships, ventures, contractual rights or obligations of G&K, Cintas and their respective subsidiaries, and (3) otherwise take or commit to take any action that would limit Cintas’ freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of G&K, Cintas and their respective subsidiaries. The parties have agreed to the foregoing only to the extent any such sales, divestitures, licenses, holdings, dispositions, restrictions, changes or similar effects become effective only from and after the effective time of the Merger. In addition, neither Cintas nor G&K are required to take or commit to taking any divestiture, license, holding separate, sale or other disposition of or with respect to the “CINTAS” trademark or tradename of Cintas or that would constitute a “triggering divestiture” under the merger agreement. For purposes of the merger

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agreement, a triggering divestiture is the divestiture, license, holding separate, sale or other disposition of or relating to any of the products, product lines, services or service lines, in whole or in part, of G&K or Cintas or their respective subsidiaries, representing in excess of $300 million in the aggregate of net sales (measured for G&K’s fiscal year ended July 2, 2016 and Cintas’ fiscal year ended May 31, 2016), except that any related assets, businesses, properties or equity interests will not be included in the calculation of net assets.

G&K and Cintas have agreed that they will use reasonable best efforts to contest and resist any administrative or judicial action that is instituted or threatened to be instituted challenging the Merger or the transactions contemplated by the merger agreement as violative of any antitrust law, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that prohibits, prevents or restricts consummation of the Merger; provided, that Cintas will bear all costs and expenses associated with the foregoing.

Access

Subject to certain exceptions and limitations, during the period from August 15, 2016 until the earlier of the termination of the merger agreement in accordance with its terms and the effective time, G&K and its subsidiaries must afford the officers and representatives of Cintas reasonable access during normal business hours to G&K’s employees, properties, books, contracts and records and such other information concerning its business, properties and personnel (other than trade secrets of third parties or information that would jeopardize the attorney-client privilege or conflict with any law or contract to which G&K or its subsidiaries are bound, including confidentiality agreements).

Financing and Financing Cooperation

In connection with signing the merger agreement, Cintas delivered to G&K a true, complete and correct copy of the fully executed debt commitment letter, dated as of August 15, 2016, pursuant to which, upon the terms and subject to the conditions set forth therein, the financing sources party thereto have agreed to lend Cintas a total of $2.3 billion for the purpose of funding in part the merger consideration and related amounts. Cintas has agreed to use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, advisable or proper to obtain the financing contemplated by the debt financing commitment letter on or prior to the closing date on the terms and conditions described in the debt financing commitment letter. G&K will, and will cause its subsidiaries to, use reasonable best efforts to provide all customary cooperation reasonably requested by Cintas that is necessary in connection with the financing. There is, however, no financing condition to Cintas’ obligation to consummate the Merger.

Employee Matters

The merger agreement provides that, effective as of the effective time and during the one-year period immediately following the effective time (the “continuation period”), Cintas will cause the surviving corporation to provide, to each employee of G&K or its subsidiaries who continues to be employed by G&K or any of its subsidiaries following the effective time (which we refer to in this proxy statement as “Company employees”), base wages or salary, bonus opportunities and benefits substantially comparable to those provided to similarly situated employees of Cintas. Cintas has agreed to cause the surviving corporation to continue G&K’s Executive Severance and Change in Control Policy and a severance program meeting certain terms established by the merger agreement and the company disclosure letter delivered in connection with the merger agreement for the duration of the continuation period. Cintas has also agreed to cause the surviving corporation to continue a retention program consistent with the terms of the merger agreement and the company disclosure letter delivered in connection with the merger agreement.

Under the merger agreement, following the closing date, Cintas will use reasonable best efforts to cause pre-existing conditions or limitations, actively-at-work requirements and eligibility waiting periods under group

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health plans of Cintas or its affiliates that the Company employees are eligible to participate in to be waived with respect to the Company employees and their eligible dependents to the extent the same would be waived or satisfied under a similar benefit plan provided by G&K prior to the effective time. Cintas has also agreed to use commercially reasonable efforts to give each Company employee credit for the plan year in which the effective time occurs towards applicable deductibles, coinsurance, and annual out of pocket limits. Under the merger agreement Cintas will give each Company employee service credit for purposes of eligibility to participate and vesting credit under the Cintas benefit plans for each Continuing employee’s employment with G&K prior to the effective time, provided that such credit was allowed under an applicable G&K plan prior to the effective time and that granting such credit would not result in a duplication of benefits.

Indemnification and Insurance

Under the terms of the merger agreement, Cintas has agreed to indemnify and hold harmless, and provide advancement of expenses to, the present and former officers and directors of G&K and its subsidiaries (when acting in such capacity) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities that are incurred in connection with any civil, criminal, administrative or other similar proceeding, litigation, audit, investigation, arbitration, action, suit, review, examination, inquiry, hearing, demand, claim or similar action, arising out of matters existing or occurring at or prior to the effective time of the Merger (including in connection with the approval of the merger agreement, the Merger and the other transactions contemplated thereby or arising out of or pertaining to such transactions) to the fullest extent that the Company would have been authorized to indemnify such indemnified persons under its articles of incorporation or bylaws in effect on August 15, 2016 agreement. Cintas has also agreed that it or the surviving company will advance expenses as incurred to the fullest extent authorized under applicable law; provided, that the indemnified person to whom expenses are advanced provides the undertaking required by applicable law to repay such advances if it is ultimately determined that such indemnified person is not entitled to indemnification.

Cintas has also agreed to include provisions for indemnification, advancement of expenses and exculpation of the indemnified persons in the certificate of incorporation and bylaws of the surviving company and maintain such provisions to the fullest extend authorized under law on the same basis as set forth in the certificate of incorporation and bylaws of the Company in effect on the date of the merger agreement for a period of at least six years following the effective time of the Merger.

Under the terms of the merger agreement, the Company is required to obtain, and if the Company is unable, Cintas will cause the surviving corporation to obtain, prior to the effective time, a “tail” insurance policy for the extension of the directors’ and officers’ liability coverage provided under G&K’s existing directors’ and officers’ insurance policies with a claims period of at least six years after the effective time and from an insurance carrier with a comparable or better credit rating than G&K’s insurance carrier as of August 15, 2016, subject to certain qualifications. If for any reason the aforementioned tail policy is not obtained, the merger agreement requires Cintas to cause the surviving corporation to (i) maintain G&K’s current directors’ and officers’ insurance coverage or (ii) purchase comparable directors’ and officers’ insurance coverage, in each case, for a period of at least six years after the effective time, subject to certain qualifications.

Shareholder Litigation

If any shareholder litigation relating to the merger agreement or the transactions contemplated by the merger agreement is brought or threatened in writing against G&K or the members of the Company Board prior to the effective time, G&K has agreed to (1) promptly notify Cintas and keep Cintas reasonably informed as to the status of such matters, and (2) provide Cintas with the opportunity to participate in the defense or settlement of such litigation. Further, neither G&K nor any of its subsidiaries or representatives is permitted to settle, compromise or agree to settle or compromise any such litigation unless Cintas consents to such action in writing.

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Other Covenants and Agreements

The merger agreement also contains additional covenants, including, among others, covenants relating to the providing of information in connection with the filing of this proxy statement and other regulatory filings, covenants relating to regulatory filings and approvals (which are described under the section entitled “The Merger (Proposal 1) —   Regulatory Approvals” ), reporting requirements under Section 16 of the Exchange Act, the payment of transaction costs and expenses, delisting and deregistration of the G&K common stock and public announcements with respect to the transactions contemplated by the merger agreement.

Conditions to Completion of the Merger

Each party’s obligation to consummate the Merger is subject to the satisfaction or waiver of the following conditions:

The respective obligations of Cintas and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (in writing) of the following additional conditions:

The obligation of G&K to consummate the Merger is subject to the satisfaction or waiver (in writing) of the following additional conditions: