defa14a
UNITED STATED SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
G&K SERVICES, INC.
(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):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) 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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o Fee paid previously with preliminary materials.
o 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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OMB APPROVAL |
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OMB Number 3235-0060 |
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Expires: January 31, 2008 |
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Estimate average burden hours per response: 38.0 |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 6, 2006
G&K Services, Inc.
(Exact Name of Registrant as Specified in Charter)
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Minnesota
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0-4063
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41-0449530 |
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(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer |
Incorporation)
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Identification No.) |
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5995 Opus Parkway, Minnetonka, MN
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55343 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code (952) 912-5500
n/a
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o
Written communication pursuant to Rule 425 under the Securities Act (17 CFR
p 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01. Other Events.
On October 4, 2006, G&K Services, Inc. (the Company) filed its definitive proxy statement
with the Securities and Exchange Commission relating to its Annual Meeting of Shareholders to be
held on November 16, 2006. In the proxy statement, the Company submitted a proposal to approve the
G&K Services, Inc. Equity Incentive Plan (the Plan).
In response to external feedback, the Company reaffirms its longstanding policy that it will not
reduce the exercise price of an option or a stock appreciation right, amend or cancel such an
instrument for the purpose of repricing, replacement or re-grant with a reduced exercise price, or
buy out such an instrument previously granted for cash or other consideration without the prior
approval of the Companys shareholders, other than in the context of general adjustments to the
Companys common stock (such as a stock split) or in connection with a major corporate transaction
(such as a change in control). To confirm this policy, set forth below are amended Sections 10.6
and 11.3 of the Plan, which reflect changes made by the Company to the Plan consistent with the
foregoing.
10.1. No Repricing. Other than in connection with a change in the
Companys capitalization (as described in Section 25), an Option may not be
re-priced without stockholder approval (including canceling previously
awarded Options and re-granting them with a lower exercise price).
However,
the Committee may, at any time or from time to time authorize the Company,
in the case of an Option exchange without shareholder approval, and with
the consent of the respective Participants, to issue new Awards in exchange
for the surrender and cancellation of any, or all, outstanding Awards. The
Committee may at any time buy from a Participant an Option previously
granted with payment in cash, Shares or other consideration, based on such
terms and conditions as the Committee and the Participant shall
agree.
11.1. No Repricing. Other than in connection with a change in the
Companys capitalization (as described in Section 25), a Stock Appreciation
Right may not be re-priced without stockholder approval (including
canceling previously awarded Stock Appreciation Rights and re-granting them
with a lower exercise price). However, the Committee may, at any time or
from time to time authorize the Company, in the case of a Stock
Appreciation Rights exchange without shareholder approval, and with the
consent of the respective Participants, to issue new Awards in exchange for
the surrender and cancellation of any, or all, outstanding Awards. The
Committee may at any time buy from a Participant a Stock Appreciation Right
previously granted with payment in cash, Shares or other consideration,
based on such terms and conditions as the Committee and the Participant
shall agree.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: November 6, 2006
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By
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/s/ David F. Fisher |
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David F. Fisher |
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Its
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Vice President, General Counsel and
Corporate Secretary |