ctas-20240919

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. )


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o						Soliciting Material under §240.14a-12

Cintas Corporation

(Name of registrant as specified in its charter)

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

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Fee paid previously with preliminary materials.

Fee 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 visiting www.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.

Brock Denton_Cintas July 2022_257 copy 2.jpg

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, 2024

The 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 Schneider_Cintas July 2022_264 copy 2.jpg

Todd M. Schneider

President and Chief Executive Officer


TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS						8
Election of Directors - Item 1						8
Board Diversity						8
Corporate Governance						15
Board's Roles and Responsibilities						15
Leadership Structure						15
Risk Oversight						16
Sustainability						16
Corporate Culture and Strategy						16
Board Committees and Meetings						18
Nominating and Corporate Governance Committee						18
Audit Committee						19
Compensation Committee						19
Nonemployee Director Compensation						21
Director Compensation Table						22
Stock Ownership Guidelines, Insider Trading Policy and Anti-Hedging Policy						23

COMPENSATION MATTERS						24
Compensation Committee Report						24
Executive Compensation						24
Executive Officers						24
Compensation Discussion and Analysis						25
Key Elements of Compensation						26
Base Salaries						27
Annual Cash Incentives						27
Long-Term Equity Incentives						29
Health, Retirement and Other Benefits						31
Stock Ownership Guidelines						32
Anti-Hedging Policy, Change in Control Agreements and Recovery of Prior Awards						32
Equity Grant Practices						33
Compensation Risk Determination						33
Tax Considerations of O ur Executive Compensation Program						33
Summary Compensation Table						34
Grants of Plan-Based Awards Table						35
Outstanding Equity Awards Table						37
Option Exercises and Stock Vested Table						38
Nonqualified Deferred Compensation						39
Potential Payments Upon Termination, Retirement or Change in Control						40
CEO Pay Ratio						43
Pay Versus Performance						44
Approval, on an Advisory Basis, of Named Executive Officer Compensation - Item 2						49
Approval of the Cintas Corporation 2016 Amended and Restated Equity and Incentive Compensation Plan - Item 3						50


AUDIT COMMITTEE MATTERS						65
Audit Committee Report						65
Fees to Independent Registered Public Accounting Firm						66
Ratification of Appointment of Independent Registered Public Accounting Firm - Item 4						67

STOCK OWNERSHIP						68
Principal Shareholders						68
Security Ownership of Director Nominees and Named Executive Officers						69


RELATED PERSON TRANSACTIONS						70

SHAREHOLDER PROPOSALS						71

Shareholder Proposal Regarding Disclosure of Key Diversity and Inclusion Metrics - Item 5						71
Shareholder Proposal Regarding Management of Climate Risk Through Science-Based Targets and Transition Planning - Item 6						74
Shareholder Proposal Regarding Political Disclosure - Item 7						77

INFORMATION ABOUT THE ANNUAL MEETING						80
General Information						80
Proposals for Next Year						82

QUESTIONS						84

Appendix A: The Cintas Corporation 2016 Amended and Restated Equity and Incentive Compensation Plan						A-1

Table of Contents


CORPORATE GOVERNANCE MATTERS

ELECTION OF DIRECTORS

(Item 1 on the Proxy Card)

The Nominating and Corporate Governance Committee of the Board has nominated for election the following individuals: Melanie W. Barstad, Beverly K. Carmichael, Karen L. Carnahan, Robert E. Coletti, Scott D. Farmer, Martin Mucci, Joseph Scaminace, Todd M. Schneider and Ronald W. Tysoe. Proxies solicited by the Board will be voted for the election of these nominees if no direction is given. All directors elected at the Annual Meeting will be elected to hold office until the next Annual Meeting, with each director to serve until such director's successor is elected and qualified or until such director's earlier death, resignation or removal. In voting to elect directors, shareholders are not entitled to cumulate their votes. Gerald S. Adolph, has decided not to stand for reelection and, thus, has not been nominated for reelection. John F. Barrett has decided not to stand for reelection having reached the mandatory retirement age in Cintas' retirement policy and thus, has not been nominated for reelection. Mr. Adolph and Mr. Barrett will retire immediately following the Annual Meeting. Mr. Adolph’s and Mr. Barrett's decisions are not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or procedures.

In accordance with NASDAQ Stock Market, LLC (NASDAQ) rules, our Board affirmatively determines the independence of each director and nominee for election as a director in accordance with the elements of independence set forth in the NASDAQ listing standards and rules promulgated under the Securities Exchange Act of 1934 (Exchange Act). Cintas' director independence standards, incorporated in the Corporate Governance Guidelines, are available on our website at www.cintas.com, under About – Investor Relations – Corporate Governance. Based on these standards, the Board determined that each of the following nonemployee directors is independent: Gerald S. Adolph, John F. Barrett, Melanie W. Barstad, Beverly K. Carmichael, Karen L. Carnahan, Martin Mucci, Joseph Scaminace and Ronald W. Tysoe. Our Audit, Compensation and Nominating and Corporate Governance Committees are composed solely of independent directors. All directors are elected for one-year terms. Information on each of our nominees is given below.

An uncontested election is one in which the number of nominees does not exceed the number of directors to be elected. In an uncontested election, like this election, our Bylaws require that any nominee who does not receive a majority of the votes cast with respect to such nominee must offer his or her resignation to the Board. The Nominating and Corporate Governance Committee will take the matter under advisement and make a recommendation to the Board on whether to accept or reject the resignation or whether other action should be taken. The Board has 90 days following certification of the shareholder vote to consider the offer of resignation. Within such 90-day period, the Board will disclose publicly its decision whether to accept the director's resignation offer.

If a director nominee becomes unavailable before the election, your proxy card authorizes us to vote for a replacement nominee if the Board names one.

Table of Contents

The Board recommends you vote FOR each of the following nominees:

Melanie Barstad_Cintas July 2022_058.jpg


Melanie W. Barstad
Age: 71
Director Since: 2011
Independent Director
Board Committees: - Compensation Committee - Nominating and Corporate Governance Committee

Background: Melanie W. Barstad was with the Johnson & Johnson Family of Companies, a diversified global provider of consumer products, prescription medicines and medical devices, for 23 years, retiring in 2009 as President of Women's Health in the Medical Device and Diagnostics Division. She served as a management board member on numerous Johnson & Johnson operating company boards from 1997 to 2009, including Johnson & Johnson Health Care Systems, Ethicon Endo Surgery and Johnson & Johnson Medical. Ms. Barstad also served as co-chair of the Johnson & Johnson Women's Leadership Initiative and served on the Auburn University Foundation Board of Directors from 2008 to 2016, where she chaired the Directorship Committee and served on the Executive Committee. She was recognized in 2018 by the Auburn University Alumni Association receiving the Auburn University Lifetime Achievement Award. Ms. Barstad was honored in 2019 and 2023 by Women Inc. as one of the Most Influential Corporate Board Directors in those years. She has also been included in the Agenda Compensation 100 listing.

Qualifications and Key Skills: The Board believes that Ms. Barstad's experience running complex, enterprise-wide global businesses as a line executive and as a management board member, as well as her expertise and deep knowledge of the healthcare industry, and her status as an independent director, makes her service on the Board valuable to Cintas.


Beverly K. Carmichael
Age: 65
Director Since: 2024
Independent Director
Board Committees: - Compensation Committee - Nominating and Corporate Governance Committee

Background: Beverly K. Carmichael was appointed a Director of Cintas in fiscal 2024. Ms. Carmichael served as the Executive Vice President, Chief People, Culture and Resource Officer at Red Robin Gourmet Burgers, Inc., an American chain of casual dining restaurants, from 2017 until 2019, where she led the human resources and legal teams. Prior to that, she was the Senior Vice President and Chief People Officer at Cracker Barrel Old Country Store, Inc. from 2014 until 2017. Earlier in her career, Ms. Carmichael held various leadership positions at Ticketmaster Entertainment, LLC, Rockwell Collins, Inc. and Southwest Airlines Co. and was a practicing attorney at Manatt, Phelps & Phillips, LLP. Her Board membership experience encompasses both public and private companies, including Viad Corp (NYSE: VVI), Blue Apron, Cotton Patch Cafe, Inc. and ezCater, Inc.

Qualifications and Key Skills: The Board believes that Ms. Carmichael's experience in human resources and employment law, as well as her experience developing and executing strategies to enhance employee and customer experiences and maximizing performance make her service on the Board valuable to Cintas.

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Karen Carnahan_Cintas July 2022_015 copy.jpg


Karen L. Carnahan
Age: 70
Director Since: 2019
Independent Director
Board Committees: - Audit Committee (financial expert under SEC guidelines) - Nominating and Corporate Governance Committee

Background: Karen L. Carnahan was an employee-partner of Cintas for more than 30 years, where she served at an executive level for more than 20 years, including the roles of Vice President and Treasurer, Vice President of Corporate Development and President and Chief Operating Officer of Cintas' document management division. In 2014, Ms. Carnahan joined Shred-it International Inc. (Shred-it) as chief operating officer when Cintas' document management business merged with Shred-it, from which she then retired in 2015. Ms. Carnahan is on the Board of Trustees of Touchstone Investments (a member of Western & Southern Financial Group). In addition, Ms. Carnahan has received several prestigious awards including being named a Woman of Excellence by the West Chester, Ohio Chamber Alliance in 2007, a Greater Cincinnati YWCA Career Woman of Achievement in 2009, she received the Ohio Diversity Council's Glass Ceiling Award in 2013, and Ms. Carnahan was honored in 2023 by Women Inc. as one of the Most Influential Corporate Board Directors in that year.

Qualifications and Key Skills: The Board believes that Ms. Carnahan's understanding of Cintas through her many years as a trusted employee-partner at Cintas, her status as an independent director and the fact that she is an "audit committee financial expert" under SEC guidelines, make her service on the Board beneficial to Cintas.

Bob Coletti_Cintas July 2022_214 copy 2.jpg


Robert E. Coletti
Age: 67
Director Since: 2016
Board Committees: - Executive Committee

Background: Robert E. Coletti has served as a retired partner emeritus of the law firm of Keating Muething & Klekamp PLL (KMK Law). Mr. Coletti joined KMK Law in 1982, where he became a partner in 1988 and a senior partner in 2016, with a practice concentrated in the corporate, securities and financing areas. Mr. Coletti currently serves on the Board of Directors of The Everglades Foundation and Gilligan Oil Company. Mr. Coletti served on the Miami University Board of Trustees from 2014 to 2021. He was a Trustee of the Miami University Foundation from 2006 to 2012, where he also served as Chairman of the Board from 2010 to 2012.

Qualifications and Key Skills: The Board believes that Mr. Coletti's knowledge of Cintas, gained through his many years of advising Cintas and his legal expertise surrounding complicated business matters, make his service on the Board valuable to Cintas.

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