Independent
Tenure on this board
3.5 yrs
Also a director at
Alamo Group Inc (ALG)Array Technologies Inc (ARRY)
Meeting calendar
VSTS · Annual meeting · Wednesday, February 18, 2026
Vestis Corp
3 nominees · 3 ballot items.
Election of three Class II directors; advisory approval of named executive officer compensation (say-on-pay); and ratification of Deloitte & Touche LLP as independent auditors for fiscal year 2026.
Market cap
$2.2B
1Y TSR
+129.1%
Board grade
C+
Record date
Dec 22, 2025
Filing
DEF 14A
Meeting concluded · Feb 18, 2026
Follow how the vote landed and what changed on Vestis Corp’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElection of three Class II director nominees to serve until the 2027 annual meeting and until their successors are qualified.
- 2
Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay
ManagementBoard: FORNon-binding, advisory vote to approve executive compensation for named executive officers as disclosed in the proxy statement.
More detail
This management proposal requests a non-binding, advisory approval of the company’s named executive officer compensation as disclosed in the proxy statement (the “Say-on-Pay” vote). Management seeks shareholder endorsement to validate its compensation philosophy and practices—designed to attract and retain executive talent, align executives with long-term shareholder value via PSUs, RSUs, and options, and tie annual incentives to Adjusted EBITDA and Revenue targets. The Compensation Committee oversees pay programs and uses market benchmarking and an independent consultant; the Board cites features such as multiple performance metrics, clawback policy, anti-hedging, stock ownership guidelines, and no repricing as governance safeguards. The Board recommends a vote FOR, citing prior >98.5% shareholder support in 2025 and arguing that the program appropriately balances short-term and long-term incentives, risk mitigation and shareholder alignment. Key contextual considerations include recent CEO and CFO transitions in 2025, restructuring and transformation initiatives, and the company’s fiscal 2025 performance which produced no annual incentive payouts and modest free cash flow—facts that investors may weigh when assessing pay-for-performance alignment. Investors should evaluate whether the compensation outcomes reflect company performance, whether long-term incentive metrics and peer groups are appropriate, and whether the governance features sufficiently mitigate risk of excessive pay for underperformance.
- 3
Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal Year 2026
ManagementBoard: FORRatify the Audit Committee’s selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026.
Director elections
Nominees on the ballot3
Independent
Tenure on this board
3.5 yrs
Independent
Tenure on this board
3.5 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Corvex Management LPActivist | 15.0% | 19,813,963 | $156M |
| 2 | BlackRock, Inc. | 8.5% | 11,163,259 | $88M |
| 3 | FMR LLC | 7.8% | 10,239,481 | $80M |
| 4 | Alberta Investment Management Corp | 6.3% | 8,348,384 | $66M |
| 5 | ROYAL BANK OF CANADA | 4.3% | 5,656,336 | $44M |
| 6 | Greenstone Partners Co., LLC | 3.9% | 5,094,356 | $40M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 4,883,646 | $38M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.3% | 4,314,242 | $34M |
| 9 | STATE STREET CORP | 3.2% | 4,162,902 | $33M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.6% | 3,454,871 | $27M |
Peers
Nearest market capOther Industrials sector meetings6
Upcoming shareholder meetings at Vestis Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.
American Superconductor CorpAMSC
Annual meeting·Jul 31, 2026·$1.6B
Graham CorpGHM
Annual meeting·Aug 25, 2026·$1.3B
Deep Fission IncFISN
Annual meeting·Jul 17, 2026·$734M
Power Solutions International IncPSIX
Annual meeting·Jul 23, 2026·$732M
Park Aerospace CorpPKE
Annual meeting·Jul 21, 2026·$675M
Columbus Mckinnon CorpCMCO
Annual meeting·Aug 14, 2026·$426M
Reference
Frequently asked questions
- When is the Vestis Corp 2026 annual meeting?
- Vestis Corp (VSTS) holds its 2026 annual shareholder meeting on Wednesday, February 18, 2026.
- What is the record date for the Vestis Corp 2026 meeting?
- The record date for the Vestis Corp 2026 meeting is Monday, December 22, 2025. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Vestis Corp's 2026 meeting?
- The board is presenting 3 director nominees at the Vestis Corp 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Vestis Corp 2026 meeting?
- Shareholders will vote on 3 proposals at the Vestis Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.
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