NOTICE of 2018 ANNUAL MEETING of SHAREHOLDERS and PROXY STATEMENT 2018 Annual Meeting of Shareholders
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NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT 2018 Annual Meeting of Shareholders Wednesday, January 31, 2018 at 10:00 am (Eastern Standard Time) Philadelphia Marriott Downtown 1201 Market Street Philadelphia, PA 19107 DEAR FELLOW SHAREHOLDERS: Every day at Aramark, we focus on delivering excellence to the customers, consumers and communities we are privileged to serve across the globe. Our mission to Enrich and Nourish Lives is carried out daily by our associates who are committed to dreaming and doing – never losing sight of the importance of delighting people wherever they learn, work, play and recover. I am pleased to report that 2017 was another successful year as we made further strides on our transformative journey while delivering strong results – led by a double-digit increase in adjusted earnings per share for the fourth consecutive year. Our performance was driven by maintaining a clear-eyed focus on our winning strategy: Š Accelerating Growth Š Activating Productivity Š Attracting Talent Š Achieving Portfolio Optimization At Aramark, everything begins with the principle that the ‘Consumer Sets the Table,’ meaning that we must understand, anticipate and meet their needs centered on: Quality – providing products featuring superior ingredients that are sourced and prepared the right way Health & Wellness – developing a variety of items that are fresh and good for you, Eric J. Foss led by our groundbreaking Healthy for Life partnership with the American Heart Chairman, President and Association Chief Executive Officer Convenience – capitalizing on technology to enable speed of service that fits within today’s busy and fast-paced schedules Personalization – tailoring and customizing our offerings to be relevant to individual tastes and preferences We also continued our progress in building a sound corporate governance structure that is the foundation of financial integrity, shareholder transparency and sustainable results. Our commitment to solicit shareholder feedback ensures ongoing dialogue that results in adopting best practices and continuous improvement. Our outreach efforts this year included approaching shareholders representing over two-thirds of our stock ownership and led to several important actions: • Implementing proxy access by-laws • Adding return on invested capital as a performance metric for our long-term performance awards • Increasing the weighting of performance awards In addition, we advanced in the areas of Board composition and diversity, as well as in compensation practices. We remain committed to evolving our governance structure as our company, the industry and our shareholder base evolve. You can rely on our vigilance around accountability, transparency and open dialogue with shareholders as a hallmark of our governance practices. Finally, we announced two strategic, financially compelling transactions that will drive meaningful growth and enhance our competitive position across our portfolio. We have acquired Avendra, the leading hospitality procurement service provider in North America that manages nearly $5 billion in annual purchasing spend. We also entered into an agreement to acquire AmeriPride, one of the largest uniform rental and linen supply companies in North America. These transactions meet our objective to enhance scale and capability in our core business, and represent the next step in our commitment to creating sustainable value for our shareholders. We look forward to welcoming the hard working team members of Avendra and AmeriPride to the Aramark family. Looking forward, I remain confident in the outlook for our company. Thank you for your investment in Aramark and your ongoing interest. Our success is fueled by your confidence in us, and we count on your support to enable our future success. I am pleased to invite you to attend Aramark’s Annual Meeting of Shareholders on Wednesday, January 31, 2018, at 10:00 am/EST at the Philadelphia Marriott Downtown (1201 Market Street, Philadelphia, PA 19107). It will be my pleasure to welcome you and provide details about our 2017 performance and our dedication to delivering long-term shareholder value. Whether or not you are able to attend, your voice is important, and we hope that you will cast your vote at your earliest convenience. Thank you. Chairman, President and Chief Executive Officer [THIS PAGE INTENTIONALLY LEFT BLANK] Notice of 2018 Annual Meeting of Shareholders DATE AND TIME: Wednesday, January 31, 2018 at 10:00 am (Eastern Standard Time) PLACE: Philadelphia Marriott Downtown, 1201 Market Street, Philadelphia, Pennsylvania 19107 ITEMS OF BUSINESS: PROPOSAL 1. To elect the 11 director nominees listed in the proxy statement to serve until the 2019 annual meeting of shareholders and until their respective successors have been duly elected and qualified; PROPOSAL 2. To consider and vote upon a proposal to ratify the appointment of KPMG LLP as Aramark’s independent registered public accounting firm for the fiscal year ending September 28, 2018; PROPOSAL 3. To hold a non-binding advisory vote on executive compensation; and To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. RECORD DATE: The Board of Directors has fixed December 8, 2017, as the record date for the meeting. This means that only shareholders as of the close of business on that date are entitled to receive this notice of the meeting and vote at the meeting and any adjournments or postponements of the meeting. HOW TO VOTE: Shareholders of record can vote their shares by using the Internet or the telephone or by attending the meeting in person and voting by ballot. Instructions for voting by using the Internet or the telephone are set forth in the Notice of Internet Availability that has been provided to you. Shareholders of record who received a paper copy of the proxy materials also may vote their shares by marking their votes on the proxy card provided, signing and dating it, and mailing it in the envelope provided, or by attending the meeting in person and voting by ballot. By Order of the Board of Directors, Stephen R. Reynolds Executive Vice President, General Counsel and Secretary December 21, 2017 [THIS PAGE INTENTIONALLY LEFT BLANK] Table of Contents Proxy Statement Summary 2 Corporate Governance Highlights 2017 Business Performance Highlights 3 Executive Compensation 6 Corporate Governance Matters 8 Proposal No. 1 – Election of Directors 8 Director Nominees 9 Corporate Governance 17 Director Compensation 24 Audit Committee Matters 26 Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm 26 Fees to Independent Registered Public Accounting Firm 27 Report of Audit and Corporate Practices Committee 28 Compensation Matters 29 Proposal No. 3 – Advisory Vote to Approve Executive Compensation 29 Compensation Discussion and Analysis 30 Compensation Committee Report 47 Compensation Tables 48 Equity Compensation Plan Information 68 Certain Relationships and Related Transactions 69 Security Ownership of Certain Beneficial Owners and Management 70 Section 16(a) Beneficial Ownership Reporting Compliance 72 General Information 73 2018 Annual Shareholders Meeting 73 2019 Annual Shareholders Meeting 77 Annex A Annex-1 PROXY STATEMENT SUMMARY Proxy Statement Summary This summary highlights information contained elsewhere in this proxy statement, which is first being sent or made available to shareholders on or about December 21, 2017. You should read the entire proxy statement carefully before voting. For more information regarding the Company’s 2017 performance, please review Aramark’s Annual Report. MISSION & STRATEGY Aramark’s mission is to “Deliver experiences that enrich and nourish lives.” This mission is anchored in our core values which guide our execution in the marketplace: • Sell and Serve with Passion. Placing clients and consumers at the center of all that we do by listening and responding to their needs with service focused on quality and innovation. • Set Goals. Act. Win! Maintaining a culture of accountability where performance matters and exhibiting leadership that achieves and exceeds expectations through our execution. • Front-Line First. Providing our front-line employees with tools and training that empower them to deliver excellence at the point of service to thousands of consumers and clients every day. • Integrity and Respect Always. The highest ethical standards are the cornerstone of the Aramark brand and help us earn the trust of our key constituents. We strive to accomplish this mission through a repeatable business model founded on five principles of excellence— selling, service, execution, marketing and operations. We operate our business with social responsibility, focusing on initiatives that support our diverse workforce, advance consumer health and wellness, protect our environment, and strengthen our communities. Aramark is recognized as one of the World’s Most Admired Companies by FORTUNE, as well as an employer of choice by the Human Rights Campaign and DiversityInc. Total Shareholder Return - ARMK vs. S&P 5001 Adjusted Operating Income $M2 2 PROXY STATEMENT SUMMARY 2017 BUSINESS PERFORMANCE HIGHLIGHTS As we evaluate our compensation approach for the year, we note that Aramark reported another record year in 2017. We delivered a 14% increase in constant currency adjusted earnings per share (“EPS”) (28% increase in GAAP EPS), the fourth consecutive year of double-digit adjusted EPS growth. We also achieved improvements in