Skip to main content

CINTAS CORP

For the period ended Oct 29, 2024. Filed Sep 19, 2024.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 29, 2024 · Filed Sep 19, 2024

Use the contents to explore the available documents and sections.

CTAS$222.36-1.8%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 ☑
Filed by a Party other than the Registrant o
Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑Definitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12

Cintas Corporation

(Name of registrant as specified in its charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☑No fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

6800 Cintas Boulevard

Cincinnati, Ohio 45262

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

Dear Shareholder:

On behalf of the Board of Directors (the Board) and employee-partners of Cintas Corporation (the Company), I invite you to attend our Annual Meeting of Shareholders (Annual Meeting) on October 29, 2024, at 1:30 p.m. Eastern Daylight Time. This year’s Annual Meeting will be a virtual meeting of shareholders. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/CTAS2024. You will not be able to attend the Annual Meeting in person.

We have designed our virtual format to enhance, rather than constrain, shareholder access and participation. For example, if you experience technical difficulties during the Annual Meeting, there will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or voting during the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be listed on the Annual Meeting login web page.

This booklet includes notice of the meeting and the proxy statement. The proxy statement tells you more about the agenda and procedures for the meeting. It also describes how the Board operates and gives personal information about our director nominees.

Shareholders entitled to vote at this Annual Meeting are those of record as of the close of business on September 12, 2024. Please note that only shareholders of record or holders of valid proxies from such shareholders may attend online or vote during the meeting. Even if you are planning to attend the virtual meeting, you are strongly encouraged to vote your shares in advance through one of the methods described in the proxy statement.

We are once again pleased to take advantage of U.S. Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. As a result, we are mailing to most of our shareholders a Notice of Internet Availability of Proxy Materials (the Notice) instead of a paper copy of the proxy statement, the accompanying proxy card and our 2024 Annual Report. The Notice contains instructions on how to access and review those documents over the Internet and vote online, as well as how shareholders can elect to receive paper copies of the proxy statement, proxy card and 2024 Annual Report free of charge. We believe that this process will allow us to provide our shareholders with the information they need in a timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

Whether or not you plan to attend the meeting, please complete and return your proxy card or vote by telephone or via the Internet by following the instructions on your proxy card.

Sincerely,

Scott D. Farmer

Executive Chairman of the Board September 19, 2024

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF CINTAS CORPORATION

Time:1:30 p.m., Eastern Daylight Time
Date:October 29, 2024
Place:Online at www.virtualshareholdermeeting.com/CTAS2024
Access:Visit www.virtualshareholdermeeting.com/CTAS2024. To be able to access the Annual Meeting, you must have your 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials).
Purpose:1. To elect as directors, the nine nominees named in the attached proxy materials;
2. To approve, on an advisory basis, named executive officer compensation;
3. To approve the Cintas Corporation 2016 Amended and Restated Equity and Incentive Compensation Plan;
4. To ratify Ernst & Young LLP as our independent registered public accounting firm for fiscal 2025;
5. To vote on a shareholder proposal regarding disclosure of key diversity and inclusion metrics, if properly presented;
6. To vote on a shareholder proposal regarding disclosure of managing climate risk through science- based targets and transition planning, if properly presented;
7. To vote on a shareholder proposal regarding political disclosure, if properly presented; and
8. To conduct other business, if properly raised.

Only shareholders of record on September 12, 2024, are entitled to notice of and to vote at, or attend, the meeting or any adjournment thereof. The approximate mailing date of the Notice of Internet Availability of Proxy Materials is September 19, 2024.

The vote of each shareholder is important. Whether or not you plan to virtually attend the 2024 Annual Meeting, please vote at your earliest convenience. You can vote your shares by completing and returning the proxy card sent to you. Shareholders can also vote their shares over the Internet or by telephone by following the voting instructions on the proxy card.

D. Brock Denton

Senior Vice President,

Secretary and General Counsel

September 19, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on October 29, 2024The Notice of Annual Meeting, 2024 Proxy Statement, the Company's 2024 Annual Report and Form of Proxy are available at www.cintas.com

LETTER FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dear Cintas Shareholder:

Fiscal 2024 was another successful year for Cintas, marked by significant accomplishments, including robust revenue and earnings growth, margin expansion and excellent cash generation, which continues to fuel our balanced capital allocation strategy. Our operational and financial performance is a testament to the hard work and dedication of our employee-partners and the strong value proposition we bring to our customers.

Cintas generated $9.6 billion in revenue for the fiscal year, an increase of 8.9% over the previous fiscal year. Diluted earnings per share (EPS) was $3.79 compared to $3.25 in fiscal 2023 (in each case, as adjusted to reflect our recent four-for-one forward stock split, which was effective as of the close of business on September 11, 2024 (Stock Split)), an increase of 16.6%. For the fiscal year, net cash provided by operations was $2.1 billion, an increase of 30.2% compared to the prior fiscal year. We delivered these strong financial results while reinvesting in the business, acquiring new businesses and returning significant capital to our shareholders through our quarterly dividends and share repurchases.

Every business, whether goods-producing or services-providing, has a need for products and services to get Ready for the Workday®, by supporting their image, safety, cleanliness and compliance. Today, those buying motivations are stronger than ever. Our strategy remains focused on growing to serve more of the 16 million businesses in North America that are not Cintas customers today. As we continue to execute on that strategy, it is imperative that we invest in our business in ways that make it easier for our customers to do business with us and simpler for our employee-partners to do their jobs. We know that when we take care of our customers and employee-partners, they will take care of our shareholders.

As such, Cintas has and will continue to focus strategic investments in those two priority areas:

  1. Elevating our customer experience -Cintas is helping our customers Build a Better Workday – now and into the future – by leveraging impactful technology to drive innovation and product enhancement. For example, our investment in SAP technology is delivering greater visibility, data and insights that inform innovation in our service process, leading to more consistency and faster turnaround times for our customers. Better data allows us to continuously enhance Cintas’ product catalog to reflect the latest trends in workwear, safety and compliance, ensuring we always have the right products to meet our customers’ needs. We are making technology investments that make it easier for our customers to do business with us by delivering a more personalized experience, such as the roll-out of MyCintas. Adding to our technology foundation, we have partnered with Verizon and Google to deploy solutions that enhance recent technology successes like SmartTruck and garment sharing, which are helping to drive customer satisfaction and meaningful efficiencies throughout the organization. These investments in technology will also allow us to identify the next best product for our existing customers, as well as identify the best products for prospective customers.

  2. Investing in our employee-partners -Our employee-partners are the key to our success, and we are investing in tools to simplify and modernize our processes and operations in ways that allow them to focus on customer relationships, developing teams and delivering results. We are also investing heavily in their training and development to ensure they have the skills and tools needed to deliver an excellent customer experience and build successful careers while also investing to attract new talent to Cintas. Cintas employee-partners accumulated more than 2.7 million hours of training through our robust training program. That amounts to more than 56 hours of training for each employee-partner. We have a management trainee program where we invest in new college graduates through a hands-on learning experience within each of Cintas’ business lines, including sales, service, production, operations and administration. We have an executive leadership program that seeks to accelerate the growth of some of Cintas’ most promising employee-partners through a 10-month accelerated program. At Cintas, we prioritize the growth and development of our employee-partners, which is demonstrated by our strong history of promoting from within the company.

Our founder, Dick Farmer, believed in the importance of each employee-partner having ownership in the company to share collectively in that success. We are proud that all of our employee-partners who have worked more than 1,000 hours are also shareholders, and the recent decision by our Board of Directors authorizing the Stock Split will further increase accessibility to our employee-partners and all investors. Stock ownership, coupled with our

Partner’s Plan, a comprehensive retirement program designed to help our employee-partners accumulate capital for their long-term retirement needs, fosters a culture of ownership in the company, ensuring that our employee-partners share in our collective success.

Cintas continues to gain recognition for our efforts and success. In 2024, we were recognized as one of Fortune magazine's World’s Most Admired Companies and ranked on Newsweek’s list of America’s Most Responsible Companies. We were again named to the prestigious Fortune 500 list for the seventh year in a row – it is an honor to be recognized among the most successful and respected companies. We also continued to earn recognition for our people-focused programs, including awards for our programs supporting disabled, veteran and military-affiliated and sales partners.

As Cintas continues its growth trajectory, our culture remains our greatest competitive advantage and drives our focus on continuous improvement and evolving for the future. Cintas’ financial and operational achievements are a testament to our dedicated team and their relentless focus on our business and customers. As we move forward into fiscal 2025, we are confident that Cintas is well positioned to continue to deliver long-term value for our shareholders, employee-partners and customers.

Thank you for your ongoing support of Cintas, and we look forward to another successful year.

Todd M. Schneider

President and Chief Executive Officer

TABLE OF CONTENTS
CORPORATE GOVERNANCE MATTERS8
Election of Directors - Item 18
Board Diversity8
Corporate Governance15
Board's Roles and Responsibilities15
Leadership Structure15
Risk Oversight16
Sustainability16
Corporate Culture and Strategy16
Board Committees and Meetings18
Nominating and Corporate Governance Committee18
Audit Committee19
Compensation Committee19
Nonemployee Director Compensation21
Director Compensation Table22
Stock Ownership Guidelines, Insider Trading Policy and Anti-Hedging Policy23
COMPENSATION MATTERS24
Compensation Committee Report24
Executive Compensation24
Executive Officers24
Compensation Discussion and Analysis25
Key Elements of Compensation26
Base Salaries27
Annual Cash Incentives27
Long-Term Equity Incentives29
Health, Retirement and Other Benefits31
Stock Ownership Guidelines32
Anti-Hedging Policy, Change in Control Agreements and Recovery of Prior Awards32
Equity Grant Practices33
Compensation Risk Determination33
Tax Considerations of Our Executive Compensation Program33
Summary Compensation Table34
Grants of Plan-Based Awards Table35
Outstanding Equity Awards Table37
Option Exercises and Stock Vested Table38
Nonqualified Deferred Compensation39
Potential Payments Upon Termination, Retirement or Change in Control40
CEO Pay Ratio43
Pay Versus Performance44
Approval, on an Advisory Basis, of Named Executive Officer Compensation - Item 249
Approval of the Cintas Corporation 2016 Amended and Restated Equity and Incentive Compensation Plan - Item 350
AUDIT COMMITTEE MATTERS65
Audit Committee Report65
Fees to Independent Registered Public Accounting Firm66
Ratification of Appointment of Independent Registered Public Accounting Firm - Item 467
STOCK OWNERSHIP68
Principal Shareholders68
Security Ownership of Director Nominees and Named Executive Officers69
RELATED PERSON TRANSACTIONS70
SHAREHOLDER PROPOSALS71
Shareholder Proposal Regarding Disclosure of Key Diversity and Inclusion Metrics - Item 571
Shareholder Proposal Regarding Management of Climate Risk Through Science-Based Targets and Transition Planning - Item 674
Shareholder Proposal Regarding Political Disclosure - Item 777
INFORMATION ABOUT THE ANNUAL MEETING80
General Information80
Proposals for Next Year82
QUESTIONS84
Appendix A: The Cintas Corporation 2016 Amended and Restated Equity and Incentive Compensation PlanA-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.