SCHEDULE 14A
(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 (AMENDMENT NO. )
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
G&K Services, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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 transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
[LOGO]
G&K SERVICES, INC.
505 North Highway 169
Minneapolis, Minnesota 55441
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 1, 1995
TO THE STOCKHOLDERS OF G&K SERVICES, INC.:
Please take notice that the Annual Meeting of Stockholders of G&K Services,
Inc. (the "Company") will be held, pursuant to due call by the Board of
Directors of the Company, in the Mississippi Room of the Marquette Hotel,
Seventh and Marquette, Minneapolis, Minnesota, on Wednesday, November 1, 1995,
at 10:00 a.m., or at any adjournment or adjournments thereof, for the purpose of
considering and taking appropriate action with respect to the following:
1. To elect seven directors.
2. To transact any other business as may properly come before the meeting
or any adjournments thereof.
Pursuant to due action of the Board of Directors, stockholders of record on
September 29, 1995, will be entitled to vote at the meeting or any adjournments
thereof.
A PROXY FOR THE MEETING IS ENCLOSED HEREWITH. YOU ARE REQUESTED TO FILL IN
AND SIGN THE PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
G&K SERVICES, INC.
Stephen F. LaBelle, Secretary
October 13, 1995
PROXY STATEMENT
OF
G&K SERVICES, INC.
505 NORTH HIGHWAY 169
MINNEAPOLIS, MINNESOTA 55441
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
NOVEMBER 1, 1995
PROXIES AND VOTING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of G&K Services, Inc. (the "Company") to be
used at the Annual Meeting of Stockholders of the Company to be held November 1,
1995. The approximate date on which this Proxy Statement and the accompanying
proxy were first sent or given to stockholders was October 13, 1995. Each
stockholder who signs and returns a proxy in the form enclosed with this Proxy
Statement may revoke the same at any time prior to its use by giving notice of
such revocation to the Company in writing, in open meeting or by executing and
delivering a new proxy to the Secretary of the Company. Unless so revoked, the
shares represented by each proxy will be voted at the meeting and at any
adjournments thereof. Presence at the meeting of a stockholder who has signed a
proxy does not alone revoke that proxy. Only stockholders of record at the close
of business on September 29, 1995 (the "Record Date") will be entitled to vote
at the meeting or any adjournments thereof. All shares which are entitled to
vote and are represented at the Annual Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked will be voted at the
Meeting in accordance with the instructions indicated on such proxies.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding two classes of voting securities, Class A
Common Stock, $0.50 par value, and Class B Common Stock, $0.50 par value, of
which 18,539,118 shares of Class A Common Stock and 1,865,089 shares of Class B
Common Stock were outstanding as of the close of business on the Record Date.
Each share of Class A Common Stock is entitled to one vote and each share of
Class B Common Stock is entitled to ten votes on all matters put to a vote of
stockholders.
The following table sets forth, as of the Record Date, certain information
with regard to the beneficial ownership of the Company's Class A and Class B
Common Stock and the voting power resulting from the ownership of such stock by
(i) all persons known by the Company to be the owner, of record or beneficially,
of more than 5% of the outstanding Class A or Class B Common Stock of the
Company, (ii) each of the directors and nominees for election to the Board of
Directors of the Company, (iii) each executive officer named in the Summary
Compensation Table, and (iv) all executive officers and directors as a group.
<TABLE>
<CAPTION>
CLASS A COMMON STOCK(2) CLASS B COMMON STOCK PERCENT OF
NUMBER OF PERCENT NUMBER OF PERCENT VOTING
NAME OF BENEFICIAL OWNER(1) SHARES OF CLASS SHARES OF CLASS POWER(3)
<S> <C> <C> <C> <C> <C>
Richard Fink(4) 376,351(5) 2.0 1,315,135 70.5 36.4
505 North Highway 169
Minneapolis, MN 55441
William Hope(4) 117,015 * 343,968 18.4 9.6
505 North Highway 169
Minneapolis, MN 55441
RCM Capital Management(6) 2,015,400 10.9 -- -- 5.4
Four Embarcadero Center
San Francisco, CA 94111
Bruce G. Allbright(4) 4,282 * -- -- *
Donald W. Goldfus(4) 750 * -- -- *
Bernard Sweet(4) 16,705 * -- -- *
Thomas Moberly(7) 48,166 * -- -- *
Stephen F. LaBelle 17,653 * 46,125 2.5 1.3
Paul Baszucki(4) 500 -- -- -- --
Wayne Fortun(4) -- -- -- -- --
All executive officers and directors
as a group (9 persons) 581,422 3.1 1,705,228 91.4 47.4
</TABLE>
* Less than 1%
(1) Unless otherwise noted, each person or group identified possesses sole
voting and investment power with respect to the shares shown opposite the
name of such person or group.
(2) Does not include shares of Class A Common Stock which may be acquired by
holders of Class B Common Stock upon conversion of their shares of Class B
Common Stock by the holders thereof at any time on the basis of one share
of Class A Common Stock for each share of Class B Common Stock converted.
(3) Holders of Class B Common Stock are entitled to ten votes for each share on
all matters submitted to a vote of stockholders. Holders of Class A Common
Stock are entitled to one vote per share on all matters submitted to a vote
of stockholders.
(4) Each of these persons is currently a director and nominee for election to
the Board of Directors of the Company. Messrs. Fink, Hope, LaBelle and
Moberly are also executive officers of the Company.
(5) Includes 47,629 shares held by Richard Fink as co-trustee of the Israel D.
Fink Trust and 116,130 shares held by Richard Fink as co-trustee for the
benefit of one of his children. Also includes 7,850 shares held by Mr.
Fink's spouse.
(6) Based solely upon the most recent Schedule 13G on file with the Securities
and Exchange Commission. Shares of Class A Common Stock beneficially owned
by RCM Capital Management, RCM Limited L.P., RCM General Corporation and
RCM Capital Funds, Inc. are included in the aggregate beneficial ownership
of RCM Capital Management.
(7) Includes 750 shares held as joint tenant with his spouse and 516 shares
held as guardian for his minor children.
The foregoing footnotes are provided for informational purposes only and
each person disclaims beneficial ownership of shares owned by any member of his
or her family or held in trust for any other person, including family members.
On June 14, 1985, Richard Fink, Chairman of the Board and Chief Executive
Officer of the Company, William Hope, President of the Company, and Stephen
LaBelle, Secretary and Treasurer of the Company, entered into a Stockholder
Agreement which presently covers 1,705,228 shares of Class B Common Stock,
representing approximately 91.4% of the outstanding shares of Class B Common
Stock. The Stockholder Agreement provides for restrictions on the
transferability of the Class B Common Stock, in addition to certain restrictions
contained in the Company's Restated Articles of Incorporation. The shares of
Class B Common Stock were acquired by such persons pursuant to an exchange offer
made by the Company in May 1985. The shares of Class B Common Stock owned by
such persons represent voting control of the Company. However, there can be no
assurance that such persons will vote their shares of Class B Common Stock
together.
ELECTION OF DIRECTORS
Seven directors are to be elected at the meeting, each director to hold
office until the next Annual Meeting of Stockholders, or until his successor is
elected and qualified. All of the persons listed below are now serving as
directors of the Company and have consented to serve as a director, if elected.
The Board of Directors proposes for election the nominees listed below:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE DIRECTOR
NAME AND AGE OF NOMINEE PAST FIVE YEARS AND DIRECTORSHIPS IN PUBLIC COMPANIES SINCE
<S> <C> <C>
Bruce G. Allbright (66) Retired since January 1990, formerly President of 1985
Dayton Hudson Corporation. Prior thereto, Mr.
Allbright was Chairman and Chief Executive Officer of
Target Stores, a Division of Dayton Hudson
Corporation. Mr. Allbright is a director of TCF
Financial, Inc., F.A., Hannaford Brothers Company and
Noma Industries, Inc.
Paul Baszucki (55) Co-Chairman of the Board of Directors and Chief 1994
Executive Officer of Norstan Inc. Mr. Baszucki is
also a director of Washington Scientific Industries
Inc.
Richard Fink (65) Chairman of the Board and Chief Executive Officer of 1968
the Company.
Wayne M. Fortun (46) President, Chief Operating Officer and a director of 1994
Hutchinson Technology Inc.
Donald W. Goldfus (61) Chairman of the Board and Chief Executive Officer of 1989
Apogee Enterprises, Inc.
William Hope (62) President of the Company since February 1993. Prior 1983
thereto Mr. Hope was Vice President of the Company.
Bernard Sweet (71) Retired since 1985, formerly President and Chief 1975
Executive Officer of Republic Airlines, Inc. Mr. Sweet
is a director of Rykoff-Sexton, Inc.
</TABLE>
All shares represented by proxies will be voted FOR the election of the
foregoing nominees unless a contrary choice is specified. If any nominee should
withdraw or otherwise become unavailable for reasons not presently known, the
proxies which would have otherwise been voted for such nominee will be voted for
such substitute nominee as may be selected by the Board of Directors.
The affirmative vote of the holders of the greater of (a) a majority of the
outstanding shares of Class A and Class B Common Stock present and entitled to
vote on the election of directors or (b) a majority of the voting power of the
minimum number of shares entitled to vote that would constitute a quorum for
transaction of business at the meeting, is required for election to the Board of
each of the seven (7) nominees named above. A stockholder who abstains with
respect to the election of directors is considered to be present and entitled to
vote on the election of directors at the meeting, and is in effect casting a
negative vote, but a stockholder (including a broker) who does not give
authority to a proxy to vote, or withholds authority to vote on the election of
directors, shall not be considered present and entitled to vote on the election
of directors.
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer of the Company and the three other most highly compensated executive
officers of the Company who were serving as executive officers at the end of
fiscal 1995 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
OTHER ANNUAL AWARDS/RESTRICTED ALL OTHER
FISCAL SALARY(1) BONUS COMPENSATION(2) STOCK AWARDS(3) COMPENSATION(4)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Richard Fink 1995 300,750 -- -- -- 20,990
Chairman of the Board and 1994 285,615 82,157 -- 239,841 15,723
Chief Executive Officer 1993 276,846 82,157 -- -- 21,326
William Hope 1995 273,788 -- 22,525 19,398
President and Chief 1994 256,923 13,032 15,090 -- 15,009
Operating Officer 1993 238,923 13,032 -- -- 14,627
Thomas Moberly(5) 1995 170,192 -- 10,029 9,467
Vice President 1994 157,769 -- 6,674 -- 8,302
1993 142,971 -- 5,861 -- 7,998
Stephen F. LaBelle 1995 145,635 -- 17,099 5,720
Treasurer and Secretary 1994 138,846 3,034 11,432 -- 5,560
1993 134,404 3,034 10,354 -- 5,485
</TABLE>
(1) Includes cash compensation deferred at the election of the executive
officer under the terms of the Company's 401(k) Savings Incentive Plan and
the Executive Deferred Compensation Plan.
(2) Amounts reimbursed for the payment of taxes resulting from the vesting of
restricted stock.
(3) In fiscal 1994, Mr. Fink was awarded 15,309 shares of restricted stock. The
value of this award (net of the consideration paid by Mr. Fink) is based on
the last sale price of the Class A Common Stock on the Nasdaq National
Market on January 3, 1994, the grant date. Restricted stock awards vest in
seven equal annual installments beginning on the first anniversary of the
date of grant. Based on the last sale price of the Class A Common Stock on
the Nasdaq National Market on June 30, 1995, the last trading day for
fiscal 1995, the value of Mr. Fink's 15,309 share restricted stock holdings
at the end of fiscal 1995 (net of the consideration paid by him) was
$290,871. Dividends are paid on restricted stock at the times and in the
same amounts as dividends are paid to all stockholders. The Company has
agreed to make certain payments to the recipients of restricted stock to
cover the taxes payable by such persons upon the vesting of such shares.
See footnote 2 above.
(4) Represents matching contributions by the Company under the Company's 401(k)
Savings Incentive Plan and the Executive Deferred Compensation Plan.
(5) Mr. Moberly became Vice President in February 1993.
PENSION PLAN TABLE
YEARS OF SERVICE
REMUNERATION 15 20 25 30 35
$125,000 $ 31,250 $ 41,666 $ 52,083 $ 62,500 $ 62,500
150,000 37,500 50,000 62,500 75,000 75,000
175,000 43,750 58,333 72,917 87,500 87,500
200,000 50,000 66,667 83,333 100,000 100,000
225,000 56,250 75,000 93,750 112,500 112,500
250,000 62,500 83,333 104,167 125,000 125,000
300,000 75,000 100,000 125,000 150,000 150,000
350,000 87,500 116,667 145,833 175,000 175,000
400,000 100,000 133,333 166,667 200,000 200,000
450,000 112,500 150,000 187,500 225,000 225,000
The foregoing table sets forth the estimated annual straight life annuity
benefits payable upon an executive's retirement at age 65 under both the
Company's Pension Plan and its Supplemental Executive Retirement Plan, for
various compensation and years of service categories, without any reduction for
Social Security benefits. These Plans take into account the average annual
salary and bonus shown in the Summary Compensation Table, paid during the five
consecutive calendar years in which such amounts were highest (within the past
10 years). The number of years of service credited for Messrs. Fink, Hope,
Moberly and LaBelle as of July 1, 1995, were 30 years, 30 years, 21 years, and
17 years, respectively.
EMPLOYMENT AGREEMENTS
The Company has employment agreements with each of Messrs. Fink and LaBelle
that are not for definite terms. The respective agreements terminate upon the
death, disability or retirement of Messrs. Fink or LaBelle and provide that
their employment may be terminated at any time by the Company or by such
employee. Each of Messrs. Fink and LaBelle also covenant and agree that for a
period of eighteen (18) months following the date their employment with the
Company terminates, they will not (i) compete against the Company, (ii) obtain
any ownership interest in any competitor, (iii) encourage any employees of the
Company to terminate their employment with the Company or (iv) disclose any
confidential Company information.
DIRECTOR COMPENSATION
The Company pays each director who is not otherwise employed by the Company
an annual fee of $10,000. The Company also pays each director not otherwise
employed by the Company $1,000 for each meeting of the Board of Directors and
$500 for each committee meeting of the Board of Directors attended.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of the Company's executives generally have been
made by the Compensation Committee (the "Compensation Committee") of the Board.
Each member of the Compensation Committee is a non-employee director. All
decisions by the Compensation Committee relating to the compensation of the
Company's executive officers are reviewed by the full Board. Pursuant to rules
designed to enhance disclosure of the Company's policies toward executive
compensation, set forth below is a report prepared by the Board of Directors
addressing the Company's compensation policies for the fiscal year ended July 1,
1995 as they affected the Company's executive officers.
The Compensation Committee's executive compensation policies are designed
to provide competitive levels of compensation that integrate pay with the
Company's annual objectives and long-term goals, reward above average corporate
performance, recognize individual initiative and achievements, and assist the
Company in attracting and retaining qualified executives. Executive compensation
is set at levels that the Compensation Committee believes to be competitive with
those offered by employers of comparable size, growth and profitability in the
Company's industry.
There are two elements in the Company's executive compensation program, all
determined by individual and corporate performance: base salary compensation and
stock grants. Base salary compensation is determined by the potential impact the
individual may have on the Company, the skills and experiences required by the
job, and the performance and potential of the incumbent in the job.
Awards of grants of restricted stock under the Company's 1989 Stock Option
and Compensation Plan (the "Plan") are designed to promote the identity of
long-term interests between the Company's executives and its stockholders and
assist in the retention of executives. The Plan also permits the Compensation
Committee to grant stock options to key personnel. The Compensation Committee
makes recommendations to the Board regarding the granting of stock grants and
options to executives and key personnel. Grants vest and options become
exercisable based upon criteria established by the Company. During fiscal 1995,
the Compensation Committee did not recommend any grants of restricted stock to
any of the Named Executive Officers, but did recommend that grants of restricted
stock be made to certain other non-executive officers of the Company. The fiscal
1995 cash compensation of Mr. Fink was $300,750, which represented an
approximately 5.3% increase from his fiscal 1994 cash compensation.
The Compensation Committee does not anticipate that any of the compensation
payable to executive officers of the Company in the coming year will exceed the
limits and deductibilities set forth in section 162(m) of the Internal Revenue
Code of 1986, as amended. The Compensation Committee has not established a
policy regarding compensation in excess of these limits, but will continue to
monitor this issue.
Bruce G. Allbright
Paul Baszucki
Bernard Sweet
STOCK PERFORMANCE GRAPH
The Securities and Exchange Commission requires that the Company include in
its proxy statement a line graph presentation comparing cumulative, five-year
stockholder returns on an indexed basis in the Standard & Poors ("S & P") 500
Stock Index and a nationally recognized group of companies in the uniform
services industry (the "Peer Index"). The companies included in the Peer Index
are Angelica Corporation, Cintas Corp, National Services Industries, Inc.,
Unifirst Corporation and Unitog Corporation. The following chart assumes three
hypothetical $100 investments over the five-year period ended July 1, 1995, and
shows the cumulative values at the end of each succeeding year resulting from
appreciation or depreciation in the stock market price, assuming dividend
reinvestment.
TOTAL RETURN TO STOCKHOLDERS
JUNE 1990 TO JUNE 1995
[GRAPH]
<TABLE>
<CAPTION>
Jun-90 Jun-91 Jun-92 Jun-93 Jun-94 Jun-95
<S> <C> <C> <C> <C> <C> <C>
G&K Services Inc. - CLA 100.00 89.12 83.42 110.85 147.96 186.91
S&P 500 COMP - LTD 100.00 107.39 121.73 138.26 140.24 176.69
Peer Group 100.00 106.31 113.69 121.00 136.28 150.24
</TABLE>
OTHER MATTERS
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held four meetings during fiscal 1995. The Company
has an audit committee and a compensation committee, but does not have a
nominating committee of the Board of Directors.
The Company's audit committee, which consisted of Messrs. Donald W. Goldfus
and Wayne M. Fortun, held two meetings during fiscal 1995. The audit committee
recommends to the full Board the engagement of the independent accountants,
reviews the audit plan and results of the audit engagement, reviews the
independence of the auditors, and reviews the adequacy of the Company's system
of internal accounting controls.
The Company's compensation committee, which consisted of Messrs. Bruce G.
Allbright, Paul Baszucki and Bernard Sweet, held one meeting during fiscal 1995.
The compensation committee reviews the Company's remuneration policies and
practices, makes recommendations to the Board in connection with all
compensation matters affecting the Company and administers the 1989 Stock Option
and Compensation Plan.
INDEPENDENT ACCOUNTANTS
Arthur Andersen LLP has been the independent public accountants for the
Company since 1976, and is expected to be retained for fiscal 1996. A
representative of Arthur Andersen LLP is expected to attend this year's Annual
Meeting of Stockholders and have an opportunity to make a statement and/or
respond to appropriate questions from stockholders.
CERTAIN TRANSACTIONS
The Company loaned Thomas Moberly, Vice President of the Company, $200,000
in connection with his purchase of a residence in April 1994. This loan is
evidenced by a promissory note which accrues interest at the rate of 10% per
year. Interest only on the note is payable for five years. Thereafter, the note
continues to accrue interest at the rate of 10% and is repayable in full over a
term of five years. Pursuant to the terms of the note, the current balance owing
by Mr. Moberly is equal to the note's original principal amount. The note is
secured by shares of Class A Common Stock owned by Mr. Moberly pursuant to a
Collateral Pledge Agreement dated April 5, 1994.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC") and the Nasdaq National Market. Officers, directors and
greater-than-ten-percent shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file. Based solely on
review of the copies of such forms furnished to the Company, or written
representations that no Forms 5 were required, the Company believes that during
the fiscal year ended July 1, 1995, all Section 16(a) filing requirements
applicable to its officers, directors and greater-than-ten-percent beneficial
owners were complied with.
PROPOSALS OF STOCKHOLDERS
All proposals of stockholders intended to be presented at the 1996 Annual
Meeting of Stockholders of the Company must be received by the Company at its
executive offices on or before June 14, 1996.
SOLICITATION
The Company will bear the cost of preparing, assembling and mailing the
proxy, Proxy Statement, Annual Report and other material which may be sent to
the stockholders in connection with this solicitation. Brokerage houses and
other custodians, nominees and fiduciaries may be requested to forward
soliciting material to the beneficial owners of stock, in which case they will
be reimbursed by the Company for their expenses in doing so. Proxies are being
solicited primarily by mail, but, in addition officers and regular employees of
the Company may solicit proxies personally, by telephone, by telegram or by
special letter.
The Board of Directors does not intend to present to the meeting any other
matter not referred to above and does not presently know of any matters that may
be presented to the meeting by others. However, if other matters come before the
meeting, it is the intent of the persons named in the enclosed proxy to vote the
proxy in accordance with their best judgment.
By Order of the Board of Directors
G&K SERVICES, INC.
Stephen F. LaBelle, Secretary
[LOGO]
DEDICATED TO UNIFORM EXCELLENCE
G&K SERVICES, INC.
Annual Meeting
The Marquette Hotel
Mississippi River Room
Third Floor
Seventh and Marquette
Minneapolis, Minnesota 55402
November 1, 1995
10:00 a.m.
G&K SERVICES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
November 1, 1995
The undersigned, a stockholder of G&K Services, Inc., hereby appoints Richard
Fink and Neil I. Sell, and each of them, as proxies, with full power of
substitution, to vote on behalf of the undersigned the number of shares which
the undersigned is then entitled to vote, at the Annual Meeting of Stockholders
of G&K Services, Inc. to be held in the Mississippi Room, Marquette Hotel,
Seventh and Marquette, Minneapolis, Minnesota, on Wednesday, November 1, 1995,
at 10:00 A.M., and at any and all adjournments thereof, with all the powers
which the undersigned would possess if personally present, upon:
(1) Election of Directors:
[ ] FOR all nominees
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
BRUCE G. ALLBRIGHT PAUL BASZUCKI RICHARD FINK WAYNE M. FORTUN
DONALD W. GOLDFUS WILLIAM HOPE BERNARD SWEET
INSTRUCTION: To withhold authority to vote for any individual nominee write that
nominee's name on the space provided below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES
(2) Upon such other business as may properly come before the meeting or any
adjournments thereof.
(Continued, and TO BE COMPLETED AND SIGNED on the reverse side)
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and acknowledges receipt of the Notice and Proxy Statement
relating to the Annual Meeting of Stockholders.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. When properly
executed, this proxy will be voted on the proposals set forth herein as directed
by the stockholder, but if no direction is made in the space provided, this
proxy will be voted FOR the election of all nominees for director.
Dated: ______________________ , 1995
____________________________________
____________________________________
(Stockholder must sign exactly as
the name appears at left. When
signed as a corporate officer,
executor, administrator, trustee,
guardian, etc., please give full
title as such. Both joint tenants
must sign.)
