8-K

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)            May 17, 2006           

G&K Services, Inc.

(Exact Name of Registrant as Specified in Charter)

Minnesota	0-4063	41-0449530
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5995 Opus Parkway, Minnetonka, MN		55343
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s 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 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

By-laws

Item 5.03. Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.

On May 17, 2006, the Board of Directors (“Board”) of G&K Services, Inc. (the “Company”) added a Section to the Company’s Amended and Restated Bylaws (“Bylaws”) and amended Section 22 of the Bylaws, in each case, as specifically described in Exhibit 3(ii) attached hereto. Exhibit 3(ii) also sets forth previous Section 22 of the Bylaws, the same now having been replaced in its entirety. The purpose of the added bylaw is to specify the requirements with which shareholders of the Company must comply in order to submit a proposal for consideration at an annual meeting. The amendments to Section 22 of the Bylaws shorten the notice requirements applicable to meetings of the Board, and set forth additional methods by which such notice may be provided.

Pursuant to existing authority provided in the Bylaws, subject to the limitations therein referenced, the Board was authorized to add such new Section to the Bylaws and to so amend the Bylaws absent further approval of or action by the Company’s shareholders. As a result, such additional Section and such amendment became effective on the date approved by the Board, i.e., May 17, 2006.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

  3(ii) By-laws

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.

Date: May 17, 2006	By /s/ David F. Fisher
	David F. Fisher
	Its Vice President, General Counsel and Corporate Secretary

EX-3.(II)

Exhibit 3(ii). Bylaws.

A new Section 11 was added to the Bylaws, as set forth below, and the remaining numbered paragraphs of the Bylaws were renumbered accordingly:

11. A shareholder must provide written notice of any proposal to be submitted at an annual meeting and such notice must be delivered to the Secretary of the Company so as to be received at the Company’s principal executive offices not less than 120 days in advance of the date of the Company’s proxy statement released to its shareholders in connection with the previous year’s annual meeting of shareholders, except that if no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, such notice must be so received a reasonable time before the solicitation is made. Each such notice shall set forth as to each matter the shareholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (b) the name and address of the shareholder proposing such business; (c) the number of share of the corporation which are beneficially owned by the shareholder; (d) any material interest of the shareholder in such business; and (e) such other information regarding such business as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the matter been proposed by the Company’s Board of Directors. Notwithstanding anything in these Bylaws to the contrary, no business shall be considered properly brought before an annual meeting by a shareholder unless it is brought in accordance with the procedures set forth in this Section.

Further, existing Section 22 of the Bylaws, which currently reads as follows:

Special meetings of the Board may be called by the President on three (3) days’ notice to each director, either personally or by mail, telegram or facsimile; special meetings shall be called by the President or Secretary in like manner and on like notice, on the written request of two (2) or more directors.

was replaced in its entirety with the following:

Special meetings of the Board may be called by the President on twenty-four (24) hours’ notice to each director, either personally or by mail, telegram or facsimile, telephone, electronic mail, electronic posting, any other form of electronic communication or any other appropriate means of communication; special meetings shall be called by the President or Secretary in like manner and on like notice, on the written request of two (2) or more directors. Notice of any meeting of the Board of may be waived by any director either before, at, or after such meeting orally or in a writing signed by such director. A director, by his or her attendance at any meeting of the Board, shall be deemed to have waived notice of such meeting, except where the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.