Additional Proxy Soliciting Materials (definitive) (defa14a)
January 18 2019 - 05:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement.
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
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Definitive Proxy Statement.
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Definitive Additional Materials.
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Soliciting Material Pursuant to
§240.14a-12.
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Aramark
(Name of
Registrant as Specified In Its Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Commencing on January 18, 2019, Aramark sent emails utilizing one of the following templates to a
number of its largest institutional investors in connection with its upcoming annual meeting of shareholders to be held on January 30, 2019.
Template 1
Im reaching out to follow up on our initial
request for an engagement call ahead of our Annual Meeting on January 30
th
and to ensure that you saw the supplemental proxy materials Aramark filed yesterday. This presentation complements
our proxy statement, and further describes how our executive leadership team and corresponding compensation program drive long-term growth at Aramark. While our compensation program was established in connection with our IPO, we have made a number
of enhancements in response to shareholder feedback over time and particularly in response to our 2018
Say-on-Pay
vote.
Your vote is important to us. We would like to discuss the actions taken by our Compensation Committee and answer any questions you may have ahead of casting
your vote. Please let us know if theres a time that works well for a call with your team. Were happy to accommodate your schedule.
Template 2
Im reaching out regarding Aramarks Annual Meeting on January 30
th
. We filed
supplemental proxy materials yesterday, which complement our proxy statement, and describe the enhancements made to our compensation program following shareholder engagement with holders representing around 65% of our shares outstanding. The Chair
of our Compensation Committee, Steve Sadove, led a significant number of these discussions.
For quick reference, an overview of key compensation,
governance and disclosure enhancements is below:
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Eliminated the TSR Outperformance Award for the CEOs 2019 and
go-forward
long-term incentive compensation;
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Eliminated the structural component of the Annual Incentive Plan that drove consistent use of negative
discretion;
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Provided greater transparency and context throughout the CD&A on the process for setting performance targets
and disclosed our targets in our Annual Incentive Plan;
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Expanded the scope of our clawback policy and adopted majority voting;
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Broadened the disclosure of sustainability and diversity, as well as the oversight responsibilities of the Board
and its Committees.
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These enhancements are in addition to other changes made in response to shareholder feedback over the past two
years.
Your vote is important to us. We would like to discuss the actions taken by our Compensation Committee and answer any questions you may have ahead
of casting your vote. Please let us know if theres a time that works well for a call with your team, and we will do our best to accommodate your schedule.
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