Skip to main content

CINTAS CORP

For the period ended Oct 28, 2025. Filed Sep 16, 2025.

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 28, 2025 · Filed Sep 16, 2025

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 28, 2025, at 11:30 a.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/CTAS2025. 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 2, 2025. 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 2025 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 2025 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 16, 2025

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF CINTAS CORPORATION

Time:11:30 a.m., Eastern Daylight Time
Date:October 28, 2025
Place:Online at www.virtualshareholdermeeting.com/CTAS2025
Access:Visit www.virtualshareholdermeeting.com/CTAS2025. 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 ratify Ernst & Young LLP as our independent registered public accounting firm for fiscal 2026;
4. To vote on a shareholder proposal regarding support for shareholder ability to call for a special shareholder meeting, if properly presented;
5. To conduct other business, if properly raised.

Only shareholders of record on September 2, 2025, 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 16, 2025.

The vote of each shareholder is important. Whether or not you plan to virtually attend the 2025 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 16, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on October 28, 2025The Notice of Annual Meeting, 2025 Proxy Statement, the Company's 2025 Annual Report and Form of Proxy are available at www.cintas.com

LETTER FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dear Cintas Shareholder:

Fiscal 2025 was another year of continued success and progress for Cintas, marked by strong organic revenue and earnings growth and all-time highs in gross margin and operating margin. These achievements reflect the strength and resilience of our business model, the depth of our customer relationships, the dedication of our employee-partners and the impact of our distinctive corporate culture.

Cintas generated record-breaking revenue of $10.34 billion for the fiscal year, representing 8% organic growth over the prior year and strong performance across all business segments. Diluted earnings per share (EPS) increased 16.1% to $4.40 from $3.79 in fiscal 20241. For the 54 th time in the last 56 years, we grew in both revenue and profit – a testament to the enduring strength of the Cintas value proposition.

Our success is rooted in a clear strategy - to help businesses get Ready for the Workday® by providing essential products and services that enhance their image, safety, cleanliness and compliance. Cintas remains focused on expanding our reach to the millions of businesses across North America that are not yet customers, while deepening our relationships with the many businesses we already serve. To advance this strategy, we are committed to making critical investments to enhance the customer experience, empower our employee-partners to succeed and drive long-term value for our shareholders.

Enhancing Customer Value and Operational Excellence– Cintas is committed to strengthening our offerings by anticipating and responding to both existing and prospective customers’ evolving needs. A key driver of our progress is ongoing investment in technology and operational excellence. For example, our investment in the SAP system, SmartTruck platform and auto-sortation systems in our plants is transforming how we serve customers and support our teams. These technologies help enable us to provide faster, more consistent service and allow our employee-partners to spend more time with customers and less time on the road – aligning our resources where they have the greatest impact. With these improvements, we can better identify the next best product for our existing customers and identify the products that will resonate most with prospective customers.

Empowering Our Employee-Partners– Our employee-partners are the backbone of our success, and we believe investing in their growth and well-being is critical to our long-term performance. This philosophy traces back to our founder, Dick Farmer, who believed in the importance of each employee-partner having ownership in the company to share collectively in that success. Today, we are proud that all of our employee-partners with more than 1,000 hours of service are shareholders, and the Board of Directors’ decision last year to authorize a Stock Split has further increased ownership accessibility to our employee-partners and all investors. Stock ownership, coupled with our Partners' Plan – a comprehensive retirement program – fosters a culture of ownership in the company, ensuring that our employee-partners share in our collective success. We also continue to provide modern tools, comprehensive training and leadership development opportunities, including investments in management trainees and selling resources, to help our team members thrive and build rewarding careers at Cintas.

Disciplined and Balanced Capital Allocation– We continue to deploy capital across all of our strategic priorities, including:

Reinvesting in our business to drive organic growth and expand margins;

Investing in merger and acquisition activity that adds new customers, which enables us to broaden our offerings, potentially adding capacity and delivering compelling synergies; and

Returning capital to shareholders through dividends and share repurchases.

This balanced strategy, combined with our ongoing commitment to operational efficiency and innovation, positions Cintas to capitalize on future growth opportunities and deliver sustainable value to all stakeholders.

1 On May 2, 2024, the Company announced a four-for-one split of its common stock (the Stock Split), in the form of a stock dividend. Shareholders of record, as of September 4, 2024, received three additional common stock shares for each common stock share held, which were distributed after market close on September 11, 2024. The Company's common stock shares began trading on a post Stock Split basis after the market opening on September 12, 2024. All references made to common stock shares, equity awards, common stock per share amounts and treasury stock shares in this Proxy Statement have been retroactively adjusted to reflect the effects of the Stock Split.

Cintas continues to gain recognition for our efforts and success. In 2025, we were recognized as one of Forbes’ America’s Most Trusted Companies and ranked on Newsweek’s lists of America’s Greatest Workplaces and Most Responsible Companies. We were again named to the prestigious Fortune 500 list for the eighth year in a row – it is an honor to be recognized among the most successful and respected companies.

As we move forward into fiscal 2026, we believe our culture of continuous improvement, delivery of superior products and services and disciplined execution will continue to drive sustained growth and value creation for all of our stakeholders.

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
Corporate Governance14
Board's Roles and Responsibilities14
Leadership Structure14
Risk Oversight15
Corporate Culture and Strategy15
Board Committees and Meetings16
Nominating and Corporate Governance Committee16
Audit Committee17
Compensation Committee17
Nonemployee Director Compensation19
Director Compensation Table20
Stock Ownership Guidelines, Insider Trading Policy and Anti-Hedging Policy21
COMPENSATION MATTERS22
Compensation Committee Report22
Executive Compensation22
Executive Officers22
Compensation Discussion and Analysis23
Key Elements of Compensation24
Base Salaries25
Annual Cash Incentives25
Long-Term Equity Incentives27
Health, Retirement and Other Benefits29
Stock Ownership Guidelines29
Anti-Hedging Policy, Change in Control Agreements and Recovery of Prior Awards30
Equity Grant Practices31
Compensation Risk Determination31
Tax Considerations of Our Executive Compensation Program31
Summary Compensation Table32
Grants of Plan-Based Awards Table33
Outstanding Equity Awards Table35
Option Exercises and Stock Vested Table36
Nonqualified Deferred Compensation37
Potential Payments Upon Termination, Retirement or Change in Control38
CEO Pay Ratio41
Pay Versus Performance42
Approval, on an Advisory Basis, of Named Executive Officer Compensation - Item 247
AUDIT COMMITTEE MATTERS48
Audit Committee Report48
Fees to Independent Registered Public Accounting Firm49
Ratification of Appointment of Independent Registered Public Accounting Firm - Item 350
STOCK OWNERSHIP51
Principal Shareholders51
Security Ownership of Director Nominees and Named Executive Officers52
RELATED PERSON TRANSACTIONS53
SHAREHOLDER PROPOSALS54
Shareholder Proposal Regarding Support for Shareholder Ability to Call for a Special Shareholder Meeting - Item 454
INFORMATION ABOUT THE ANNUAL MEETING56
General Information56
Proposals for Next Year58
QUESTIONS60
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.