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<TITLE>Form 8-K</TITLE>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>PURSUANT
TO SECTION 13 OR 15(d) </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>OF THE SECURITIES EXCHANGE ACT OF 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported) November&nbsp;11, 2013 </B></P>
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<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>ARAMARK CORPORATION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of Registrant as Specified in its Charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>001-04762</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>95-2051630</B></TD></TR>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other Jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of Incorporation)</B></P></TD>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
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<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>1101 Market Street</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Philadelphia, Pennsylvania</B></P></TD>
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<TD VALIGN="bottom" ALIGN="center"><B>19107</B></TD></TR>
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<TD VALIGN="top" ALIGN="center"><B>(Address of Principal Executive Offices)</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Registrant&#146;s Telephone Number, Including Area Code): (215)&nbsp;238-3000 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>N/A </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former name or
former address, if changed since last report.) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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): </P>
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<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;5.02.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. </B></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;11, 2013 and November&nbsp;12, 2013, the board of directors (the &#147;Board&#148;) of ARAMARK Holdings Corporation
(&#147;Holdings&#148;), the indirect parent of ARAMARK Corporation (the &#147;Company&#148;), and certain committees of the Board, including the Compensation and Human Resources Committee (the &#147;Compensation Committee&#148;) took certain actions
relating to year-end compensation determinations for employees, including the named executive officers, as well as certain actions related to the compensation of executive officers and benefit plans of Holdings in connection with the previously
announced preparation for the initial public offering of Holdings (the &#147;IPO&#148;). </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>1. Amended and Restated Senior Executive
Performance Bonus Plan </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;12, 2013, the Board approved, and the stockholders of Holdings adopted by written consent, the
Amended and Restated Senior Executive Performance Bonus Plan (the &#147;Amended Bonus Plan&#148;), which will become effective on December&nbsp;1, 2013. The Amended Bonus Plan is intended to provide for an annual performance bonus for the chief
executive officer (&#147;CEO&#148;) and other designated executive officers of Holdings or any of its subsidiaries. The terms of the Amended Bonus Plan are generally consistent with the terms of the existing Senior Executive Annual Performance Bonus
Plan of Holdings, except that the annual individual participant award limit has been increased from $4,500,000 to $6,000,000 and the Board may award an additional discretionary bonus to any participant, in any year, in an amount up to $6,000,000.
The Amended Bonus Plan will by its terms expire in 2017. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>2. Approval of Special Bonuses </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;11, 2013, the Compensation Committee approved the following special bonuses that are contingent on and payable following the
successful closing of the IPO for Messrs. Foss, Sutherland, Reynolds and Ms.&nbsp;McKee in recognition of the critical role they have played and will continue to play in positioning Holdings for and executing a successful IPO: Eric J. Foss
($2,367,800), L. Frederick Sutherland ($704,700), Stephen R. Reynolds ($432,900) and Lynn B. McKee ($558,000). </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>3. Grants in Connection
with the IPO </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;11, 2013, the Compensation Committee and the Stock Committee approved grants of restricted stock units
(&#147;RSUs&#148;) under the Fourth Amended and Restated ARAMARK Holdings Corporation 2007 Management Stock Incentive Plan (the &#147;2007 Stock Plan&#148;), to become effective at the time of the IPO, with the number of RSUs to be based upon the
following values divided by the public offering price in the IPO: Eric J. Foss ($10,000,000), L. Frederick Sutherland ($1,875,000), Lynn B. McKee ($1,875,000), Stephen R. Reynolds ($1,150,000), and Christina T. Morrison ($500,000). The RSUs are
subject to time-based vesting, with one-third of the RSUs vesting on each of the first three anniversaries of the date of grant, subject to the named executive officer&#146;s continued employment with Holdings and its subsidiaries. The terms of the
RSUs are otherwise generally consistent with the terms of the previously approved form of restricted stock unit award agreement under the 2007 Stock Plan. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>4. Establishment of 2014 EBIT Target for Outstanding Option Awards </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Certain stock options granted under the 2007 Stock Plan will vest based on the Company&#146;s performance against pre-established EBIT targets,
established either at the time of grant or at the beginning of each year. On November&nbsp;11, 2013, the Compensation Committee established the annual and cumulative EBIT targets for fiscal 2014 for performance based options under the 2007 Stock
Plan. The fiscal 2014 annual EBIT target is $823.2 million. Pursuant to the terms of the 2007 Stock Plan and outstanding performance-based stock options granted prior to June 2011, the previously established 2014 EBIT target for such outstanding
options will be reduced to match the newly approved 2014 annual EBIT target described above. Accordingly, on November&nbsp;11, 2013, the Compensation Committee approved revised Schedule 1s to outstanding Non-Qualified Stock Option Agreements under
the 2007 Stock Plan. The 2014 performance target, which is not a prediction of Holdings&#146; or the Company&#146;s future performance, should not be viewed as guidance, or updating any prior guidance, of Holdings&#146; or the Company&#146;s future
performance. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>5. Amendment to Vesting of Outstanding Performance-Based Options </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;11, 2013, the Compensation Committee approved an amendment to all outstanding 2007 Stock Plan Option Agreements (the
&#147;Performance Option Amendment&#148;) modifying the vesting provisions relating to outstanding stock options subject to performance-based vesting conditions granted under the 2007 Stock Plan. The Performance Option Amendment provides that in the
event of an IPO, subject to continued employment on such date, 50% of any then-unvested performance-based options that did not meet applicable performance thresholds in prior years (the &#147;Missed Year Options&#148;) will become vested if the
initial public offering price for the common stock of Holdings equals or exceeds $20.00 per share. In addition, during the 18 month period following the IPO, if the closing trading price for common stock of Holdings equals or exceeds $25.00 per
share over any twenty consecutive-day trading period, 100% of the Missed Year Options will become vested. In addition, to the extent either or both of the above targets are achieved (x)&nbsp;prior to June&nbsp;30, 2014, in the event of a termination
of employment of an optionholder by Holdings or its subsidiaries without cause, or (y)&nbsp;within twelve months following an optionholder&#146;s termination of employment due to death, disability or retirement, in each case prior to the date(s)
such conditions are satisfied, then in any such case the relevant portion of Missed Year Options, to the extent not then vested, will become vested upon such achievement. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>6. ARAMARK Holdings Corporation 2013 Stock Incentive Plan and Forms of Agreements </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;12, 2013, the Board approved, and the stockholders of Holdings adopted by written consent, the ARAMARK Holdings Corporation
2013 Stock Incentive Plan (the &#147;2013 Stock Plan&#148;), which will become effective on December&nbsp;1, 2013. In connection with the adoption of the 2013 Stock Plan, the Board approved, and the stockholders of Holdings adopted by written
consent, the Fifth Amended and Restated ARAMARK Holdings Corporation 2007 Management Stock Incentive Plan (the &#147;Amended 2007 Stock Plan&#148;) which amends certain terms of the 2007 Stock Plan in contemplation of the IPO, including providing
that no awards will be granted under the Amended 2007 Stock Plan shortly following the consummation of the IPO, as it is intended that grants following the IPO will be made under the 2013 Stock Plan. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Administration</I>. The 2013 Stock Plan will be administered by the Compensation Committee, a sub-committee or other committee of the Board
as may be appointed pursuant to the 2013 Stock Plan or the Board (as applicable, the &#147;Committee&#148;). The Committee has the sole and plenary authority to establish the terms and conditions of any award and any amendments thereto consistent
with the provisions of the 2013 Stock Plan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Shares Subject to the 2013 Stock Plan</I>.&nbsp;The 2013 Stock Plan provides that the
total number of shares of common stock that may be issued under the 2013 Stock Plan is 25,500,000. To the extent an award is forfeited, cancelled, redeemed, terminated or expires unexercised, the number of shares of common stock subject to such
award will become available again for grant under the 2013 Stock Plan. Shares of common stock that are used to pay the exercise price of an award or to satisfy tax withholding obligations, including shares redeemed as part of a &#147;net
exercise&#148; settlement, will become available for future grant under the 2013 Stock Plan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Types of Awards. </I>The Committee may
grant non-qualified stock options and incentive stock options, stock appreciation rights, restricted stock and restricted stock units, stock bonus awards, deferred stock units and dividend equivalents. All stock options granted under the 2013 Stock
Plan are required to have a per share exercise price that is not less than 100% of the fair market value of the common stock underlying such stock options on the date the option is granted. The maximum term for stock options granted under the 2013
Stock Plan will be no greater than ten years from the initial date of grant. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Performance Compensation Awards</I>.&nbsp;The Committee
may also designate any award as a &#147;performance compensation award&#148; intended to qualify as &#147;performance-based compensation&#148; under Section&nbsp;162(m) of the Internal Revenue Code. The Committee also has the authority to make an
award of a cash bonus to any participant and designate such award as a performance compensation award under the 2013 Stock Plan. The Committee has sole discretion to select the length of any applicable performance periods, the types of performance
compensation awards to be issued, the applicable performance criteria and performance goals, and the kinds and/or levels of performance goals that are to apply. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Change in Capital Structure and Similar Events</I>.&nbsp;The 2013 Stock Plan provides for
adjustment to outstanding awards in the event of certain extraordinary, unusual or nonrecurring events, as to be determined by the Committee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Effect of Change of Control</I>. Except to the extent otherwise provided in an award agreement, in the event of (i)&nbsp;the occurrence of
a change of control of Holdings (&#147;Change of Control&#148;) and (ii)&nbsp;thereafter, there is a termination of relationship of a participant by Holdings or its affiliates without cause or by the participant for good reason (if applicable) that
occurs prior to the second anniversary of the date of such Change of Control, then notwithstanding any provision of the 2013 Stock Plan to the contrary, with respect to all or any portion of the participant&#146;s outstanding award or awards:
(a)&nbsp;the then outstanding options and stock appreciation rights will become immediately exercisable on the date of the termination of relationship ; (b)&nbsp;the period of restriction applicable to awards will expire as on the date of the
termination of relationship (including without limitation a waiver of any applicable performance goals); (c)&nbsp;performance periods in effect on the date the termination of relationship will end on such date, and all applicable performance goals
will be deemed to have been achieved at the applicable &#147;target&#148; levels of performance; and (d)&nbsp;all awards that have been previously deferred to be settled in full as soon as practicable, but if and only if, with respect to an award
which provides for the deferral of compensation and is subject to Section&nbsp;409A of the Internal Revenue Code, (I)&nbsp;such termination of relationship occurs prior to the second anniversary of the Change of Control and (II) such settlement does
not contradict any pre-existing deferral election under any other plan, program or arrangement of Holdings or any of its affiliates then in effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Amendment and Termination</I>.&nbsp;The Board may amend, alter, suspend, discontinue, or terminate the 2013 Stock Plan or any portion
thereof at any time, except that no such amendment, alteration, suspension, discontinuation or termination may be made without stockholder approval if such approval is necessary to comply with any applicable tax or regulatory requirement (including
the rules or requirements of any securities exchange or inter-dealer quotation system on which shares of Holdings may be listed). In addition, any such amendment, alteration, suspension, discontinuance or termination that would materially and
adversely affect the rights of any participant or any holder or beneficiary of any award will not to that extent be effective without such individual&#146;s consent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Plan Duration and 162(m) Approval</I>. The 2013 Stock Plan will expire on the tenth anniversary of the effective date of the plan, and no
awards may be granted after such expiration, but the terms of the 2013 Stock Plan will continue to apply to previously granted awards. If determined by the Committee, the 2013 Stock Plan will be approved by stockholders of Holdings no later than the
first meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the effective date of the IPO occurs, in order for certain awards granted after such time
to be exempt from deduction limitations of Section&nbsp;162(m) of the Internal Revenue Code. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Claw-back Provisions</I>.&nbsp;All awards
(including any proceeds, gains or other economic benefit actually or constructively received by the participant in respect of such awards) will be subject to the provisions of any claw-back policy implemented by Holdings or set forth in the
applicable award agreement, including, without limitation, any claw-back policy adopted to comply with the requirements of applicable law, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>Form of Stock Option Award Agreement under the 2013 Stock Plan </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;11, 2013, the Compensation Committee approved a form of Non-Qualified Stock Option Award (the &#147;Option Agreement&#148;)
that is substantially similar to the current form of time-based option agreements under the 2007 Stock Plan. The Option Agreement provides for time-based vesting, with options vesting on specified vesting dates, subject to the participant&#146;s
continued employment with Holdings or one of its subsidiaries through the applicable vesting date. If the participant&#146;s service with Holdings or any of its subsidiaries terminates due to death, disability or retirement (as disability and
retirement are defined in the 2013 Stock Plan), the installment of options that is scheduled to vest on the next vesting date following such termination will immediately vest, and all remaining unvested options will be forfeited. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>Form of Time-Based Restricted Stock Unit Award Agreement under the 2013 Stock Plan </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;11, 2013, the Compensation Committee approved a form of Restricted Stock Unit Award (the &#147;RSU Agreement&#148;). The RSU
Agreement provides for time-based vesting, with RSUs vesting and being settled in shares on specified dates, subject to the participant&#146;s continued employment with Holdings or one of its subsidiaries through the applicable vesting date. If the
participant&#146;s service with Holdings or any of its subsidiaries terminates due to death, disability or retirement (as disability and retirement are defined in the Amended Stock Incentive Plan), the installment of RSUs that is scheduled to vest
on the next vesting date following such termination will immediately vest, and all remaining unvested RSUs will be forfeited. Participants holding RSUs will receive the benefit of any dividends paid on shares in the form of additional RSUs, the
number of which will be determined by a formula set forth in the RSU Agreement. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>Form of Deferred Stock Unit Award Agreement under the
2013 Stock Plan </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;11, 2013, the Compensation Committee approved a form of Deferred Stock Unit Award (the &#147;DSU
Agreement&#148;). The DSU Agreement is intended to be used for grants of equity awards to directors of Holdings, with all deferred stock units (&#147;DSUs&#148;) vesting on the first anniversary of the grant date subject to the director&#146;s
continued service on the Board through the applicable vesting date, and being settled in shares on the first day of the seventh month following the termination of the participant&#146;s service as a member of the Board. In addition, the DSU
Agreement provides that in the event of a Change of Control of Holdings, all DSUs will immediately become settled in shares as soon as practicable following the date of such Change of Control. Directors holding DSUs will receive the benefit of any
dividends paid on shares in the form of additional DSUs, the number of which will be determined by a formula set forth in the DSU Agreement. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>7. Assumption of ARAMARK Corporation Deferred Compensation Plans </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In connection with, and effective upon, the IPO, the Board approved the assumption by Holdings of the rights and obligations of the Company
under the Second Amended and Restated ARAMARK 2005 Deferred Compensation Plan and the Second Amended and Restated ARAMARK Savings and Incentive Retirement Plan. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3"><B>ARAMARK CORPORATION</B></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ L. FREDERICK SUTHERLAND</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">L. Frederick Sutherland</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Executive Vice President and Chief Financial Officer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">November&nbsp;15, 2013 </P>
</BODY></HTML>
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Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 11, 2013
ARAMARK CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware
001-04762
95-2051630
(State or other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1101 Market Street
Philadelphia, Pennsylvania
19107
(Address of Principal Executive Offices)
(Zip Code)
(Registrant's Telephone Number, Including Area Code): (215) 238-3000
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):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 11, 2013 and November 12, 2013, the board of directors (the "Board") of ARAMARK Holdings Corporation
("Holdings"), the indirect parent of ARAMARK Corporation (the "Company"), and certain committees of the Board, including the Compensation and Human Resources Committee (the "Compensation Committee") took certain actions
relating to year-end compensation determinations for employees, including the named executive officers, as well as certain actions related to the compensation of executive officers and benefit plans of Holdings in connection with the previously
announced preparation for the initial public offering of Holdings (the "IPO").
1. Amended and Restated Senior Executive
Performance Bonus Plan
On November 12, 2013, the Board approved, and the stockholders of Holdings adopted by written consent, the
Amended and Restated Senior Executive Performance Bonus Plan (the "Amended Bonus Plan"), which will become effective on December 1, 2013. The Amended Bonus Plan is intended to provide for an annual performance bonus for the chief
executive officer ("CEO") and other designated executive officers of Holdings or any of its subsidiaries. The terms of the Amended Bonus Plan are generally consistent with the terms of the existing Senior Executive Annual Performance Bonus
Plan of Holdings, except that the annual individual participant award limit has been increased from $4,500,000 to $6,000,000 and the Board may award an additional discretionary bonus to any participant, in any year, in an amount up to $6,000,000.
The Amended Bonus Plan will by its terms expire in 2017.
2. Approval of Special Bonuses
On November 11, 2013, the Compensation Committee approved the following special bonuses that are contingent on and payable following the
successful closing of the IPO for Messrs. Foss, Sutherland, Reynolds and Ms. McKee in recognition of the critical role they have played and will continue to play in positioning Holdings for and executing a successful IPO: Eric J. Foss
($2,367,800), L. Frederick Sutherland ($704,700), Stephen R. Reynolds ($432,900) and Lynn B. McKee ($558,000).
3. Grants in Connection
with the IPO
On November 11, 2013, the Compensation Committee and the Stock Committee approved grants of restricted stock units
("RSUs") under the Fourth Amended and Restated ARAMARK Holdings Corporation 2007 Management Stock Incentive Plan (the "2007 Stock Plan"), to become effective at the time of the IPO, with the number of RSUs to be based upon the
following values divided by the public offering price in the IPO: Eric J. Foss ($10,000,000), L. Frederick Sutherland ($1,875,000), Lynn B. McKee ($1,875,000), Stephen R. Reynolds ($1,150,000), and Christina T. Morrison ($500,000). The RSUs are
subject to time-based vesting, with one-third of the RSUs vesting on each of the first three anniversaries of the date of grant, subject to the named executive officer's continued employment with Holdings and its subsidiaries. The terms of the
RSUs are otherwise generally consistent with the terms of the previously approved form of restricted stock unit award agreement under the 2007 Stock Plan.
4. Establishment of 2014 EBIT Target for Outstanding Option Awards
Certain stock options granted under the 2007 Stock Plan will vest based on the Company's performance against pre-established EBIT targets,
established either at the time of grant or at the beginning of each year. On November 11, 2013, the Compensation Committee established the annual and cumulative EBIT targets for fiscal 2014 for performance based options under the 2007 Stock
Plan. The fiscal 2014 annual EBIT target is $823.2 million. Pursuant to the terms of the 2007 Stock Plan and outstanding performance-based stock options granted prior to June 2011, the previously established 2014 EBIT target for such outstanding
options will be reduced to match the newly approved 2014 annual EBIT target described above. Accordingly, on November 11, 2013, the Compensation Committee approved revised Schedule 1s to outstanding Non-Qualified Stock Option Agreements under
the 2007 Stock Plan. The 2014 performance target, which is not a prediction of Holdings' or the Company's future performance, should not be viewed as guidance, or updating any prior guidance, of Holdings' or the Company's future
performance.
5. Amendment to Vesting of Outstanding Performance-Based Options
On November 11, 2013, the Compensation Committee approved an amendment to all outstanding 2007 Stock Plan Option Agreements (the
"Performance Option Amendment") modifying the vesting provisions relating to outstanding stock options subject to performance-based vesting conditions granted under the 2007 Stock Plan. The Performance Option Amendment provides that in the
event of an IPO, subject to continued employment on such date, 50% of any then-unvested performance-based options that did not meet applicable performance thresholds in prior years (the "Missed Year Options") will become vested if the
initial public offering price for the common stock of Holdings equals or exceeds $20.00 per share. In addition, during the 18 month period following the IPO, if the closing trading price for common stock of Holdings equals or exceeds $25.00 per
share over any twenty consecutive-day trading period, 100% of the Missed Year Options will become vested. In addition, to the extent either or both of the above targets are achieved (x) prior to June 30, 2014, in the event of a termination
of employment of an optionholder by Holdings or its subsidiaries without cause, or (y) within twelve months following an optionholder's termination of employment due to death, disability or retirement, in each case prior to the date(s)
such conditions are satisfied, then in any such case the relevant portion of Missed Year Options, to the extent not then vested, will become vested upon such achievement.
6. ARAMARK Holdings Corporation 2013 Stock Incentive Plan and Forms of Agreements
On November 12, 2013, the Board approved, and the stockholders of Holdings adopted by written consent, the ARAMARK Holdings Corporation
2013 Stock Incentive Plan (the "2013 Stock Plan"), which will become effective on December 1, 2013. In connection with the adoption of the 2013 Stock Plan, the Board approved, and the stockholders of Holdings adopted by written
consent, the Fifth Amended and Restated ARAMARK Holdings Corporation 2007 Management Stock Incentive Plan (the "Amended 2007 Stock Plan") which amends certain terms of the 2007 Stock Plan in contemplation of the IPO, including providing
that no awards will be granted under the Amended 2007 Stock Plan shortly following the consummation of the IPO, as it is intended that grants following the IPO will be made under the 2013 Stock Plan.
Administration
. The 2013 Stock Plan will be administered by the Compensation Committee, a sub-committee or other committee of the Board
as may be appointed pursuant to the 2013 Stock Plan or the Board (as applicable, the "Committee"). The Committee has the sole and plenary authority to establish the terms and conditions of any award and any amendments thereto consistent
with the provisions of the 2013 Stock Plan.
Shares Subject to the 2013 Stock Plan
. The 2013 Stock Plan provides that the
total number of shares of common stock that may be issued under the 2013 Stock Plan is 25,500,000. To the extent an award is forfeited, cancelled, redeemed, terminated or expires unexercised, the number of shares of common stock subject to such
award will become available again for grant under the 2013 Stock Plan. Shares of common stock that are used to pay the exercise price of an award or to satisfy tax withholding obligations, including shares redeemed as part of a "net
exercise" settlement, will become available for future grant under the 2013 Stock Plan.
Types of Awards.
The Committee may
grant non-qualified stock options and incentive stock options, stock appreciation rights, restricted stock and restricted stock units, stock bonus awards, deferred stock units and dividend equivalents. All stock options granted under the 2013 Stock
Plan are required to have a per share exercise price that is not less than 100% of the fair market value of the common stock underlying such stock options on the date the option is granted. The maximum term for stock options granted under the 2013
Stock Plan will be no greater than ten years from the initial date of grant.
Performance Compensation Awards
. The Committee
may also designate any award as a "performance compensation award" intended to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code. The Committee also has the authority to make an
award of a cash bonus to any participant and designate such award as a performance compensation award under the 2013 Stock Plan. The Committee has sole discretion to select the length of any applicable performance periods, the types of performance
compensation awards to be issued, the applicable performance criteria and performance goals, and the kinds and/or levels of performance goals that are to apply.
Change in Capital Structure and Similar Events
. The 2013 Stock Plan provides for
adjustment to outstanding awards in the event of certain extraordinary, unusual or nonrecurring events, as to be determined by the Committee.
Effect of Change of Control
. Except to the extent otherwise provided in an award agreement, in the event of (i) the occurrence of
a change of control of Holdings ("Change of Control") and (ii) thereafter, there is a termination of relationship of a participant by Holdings or its affiliates without cause or by the participant for good reason (if applicable) that
occurs prior to the second anniversary of the date of such Change of Control, then notwithstanding any provision of the 2013 Stock Plan to the contrary, with respect to all or any portion of the participant's outstanding award or awards:
(a) the then outstanding options and stock appreciation rights will become immediately exercisable on the date of the termination of relationship ; (b) the period of restriction applicable to awards will expire as on the date of the
termination of relationship (including without limitation a waiver of any applicable performance goals); (c) performance periods in effect on the date the termination of relationship will end on such date, and all applicable performance goals
will be deemed to have been achieved at the applicable "target" levels of performance; and (d) all awards that have been previously deferred to be settled in full as soon as practicable, but if and only if, with respect to an award
which provides for the deferral of compensation and is subject to Section 409A of the Internal Revenue Code, (I) such termination of relationship occurs prior to the second anniversary of the Change of Control and (II) such settlement does
not contradict any pre-existing deferral election under any other plan, program or arrangement of Holdings or any of its affiliates then in effect.
Amendment and Termination
. The Board may amend, alter, suspend, discontinue, or terminate the 2013 Stock Plan or any portion
thereof at any time, except that no such amendment, alteration, suspension, discontinuation or termination may be made without stockholder approval if such approval is necessary to comply with any applicable tax or regulatory requirement (including
the rules or requirements of any securities exchange or inter-dealer quotation system on which shares of Holdings may be listed). In addition, any such amendment, alteration, suspension, discontinuance or termination that would materially and
adversely affect the rights of any participant or any holder or beneficiary of any award will not to that extent be effective without such individual's consent.
Plan Duration and 162(m) Approval
. The 2013 Stock Plan will expire on the tenth anniversary of the effective date of the plan, and no
awards may be granted after such expiration, but the terms of the 2013 Stock Plan will continue to apply to previously granted awards. If determined by the Committee, the 2013 Stock Plan will be approved by stockholders of Holdings no later than the
first meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the effective date of the IPO occurs, in order for certain awards granted after such time
to be exempt from deduction limitations of Section 162(m) of the Internal Revenue Code.
Claw-back Provisions
. All awards
(including any proceeds, gains or other economic benefit actually or constructively received by the participant in respect of such awards) will be subject to the provisions of any claw-back policy implemented by Holdings or set forth in the
applicable award agreement, including, without limitation, any claw-back policy adopted to comply with the requirements of applicable law, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Form of Stock Option Award Agreement under the 2013 Stock Plan
On November 11, 2013, the Compensation Committee approved a form of Non-Qualified Stock Option Award (the "Option Agreement")
that is substantially similar to the current form of time-based option agreements under the 2007 Stock Plan. The Option Agreement provides for time-based vesting, with options vesting on specified vesting dates, subject to the participant's
continued employment with Holdings or one of its subsidiaries through the applicable vesting date. If the participant's service with Holdings or any of its subsidiaries terminates due to death, disability or retirement (as disability and
retirement are defined in the 2013 Stock Plan), the installment of options that is scheduled to vest on the next vesting date following such termination will immediately vest, and all remaining unvested options will be forfeited.
Form of Time-Based Restricted Stock Unit Award Agreement under the 2013 Stock Plan
On November 11, 2013, the Compensation Committee approved a form of Restricted Stock Unit Award (the "RSU Agreement"). The RSU
Agreement provides for time-based vesting, with RSUs vesting and being settled in shares on specified dates, subject to the participant's continued employment with Holdings or one of its subsidiaries through the applicable vesting date. If the
participant's service with Holdings or any of its subsidiaries terminates due to death, disability or retirement (as disability and retirement are defined in the Amended Stock Incentive Plan), the installment of RSUs that is scheduled to vest
on the next vesting date following such termination will immediately vest, and all remaining unvested RSUs will be forfeited. Participants holding RSUs will receive the benefit of any dividends paid on shares in the form of additional RSUs, the
number of which will be determined by a formula set forth in the RSU Agreement.
Form of Deferred Stock Unit Award Agreement under the
2013 Stock Plan
On November 11, 2013, the Compensation Committee approved a form of Deferred Stock Unit Award (the "DSU
Agreement"). The DSU Agreement is intended to be used for grants of equity awards to directors of Holdings, with all deferred stock units ("DSUs") vesting on the first anniversary of the grant date subject to the director's
continued service on the Board through the applicable vesting date, and being settled in shares on the first day of the seventh month following the termination of the participant's service as a member of the Board. In addition, the DSU
Agreement provides that in the event of a Change of Control of Holdings, all DSUs will immediately become settled in shares as soon as practicable following the date of such Change of Control. Directors holding DSUs will receive the benefit of any
dividends paid on shares in the form of additional DSUs, the number of which will be determined by a formula set forth in the DSU Agreement.
7. Assumption of ARAMARK Corporation Deferred Compensation Plans
In connection with, and effective upon, the IPO, the Board approved the assumption by Holdings of the rights and obligations of the Company
under the Second Amended and Restated ARAMARK 2005 Deferred Compensation Plan and the Second Amended and Restated ARAMARK Savings and Incentive Retirement Plan.
SIGNATURE
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.
ARAMARK CORPORATION
By:
/s/ L. FREDERICK SUTHERLAND
Name:
L. Frederick Sutherland
Title:
Executive Vice President and Chief Financial Officer
November 15, 2013