ctas-20260828

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:
☑						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting 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.

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.

Preliminary Proxy Statement - Subject to Completion

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 27, 2026, 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 visiting www.virtualshareholdermeeting.com/CTAS2026. 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 [•] , 2026. 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 2026 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 2026 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 [•] , 2026

Preliminary Proxy Statement - Subject to Completion


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF CINTAS CORPORATION



Time:						11:30 a.m., Eastern Daylight Time
Date:						October 27, 2026
Place:						Online at www.virtualshareholdermeeting.com/CTAS2026
Access:						Visit www.virtualshareholdermeeting.com/CTAS2026. 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 eight 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 2027;
						4. To approve the reincorporation of the Company from the State of Washington to the State of Delaware;
						5. To vote on a shareholder proposal regarding support for governance by majority voting;


						6. To conduct other business, if properly raised.

Only shareholders of record on [•] , 2026, 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 [•] , 2026.

The vote of each shareholder is important. Whether or not you plan to virtually attend the 2026 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

Executive Vice President,

Secretary and General Counsel

[•] , 2026

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held on October 27, 2026

The Notice of Annual Meeting, 2026 Proxy Statement, the Company's 2026 Annual

Report and Form of Proxy are available at www.cintas.com

Preliminary Proxy Statement - Subject to Completion


LETTER FROM OUR CHIEF EXECUTIVE OFFICER

Dear Cintas Shareholder:

Fiscal 2026 was another successful year for Cintas, marked by strong organic revenue growth and expanded profitability, including an all-time high in gross margin. These achievements reflect the strength and resilience of our business model, disciplined execution of our strategy, the depth of our customer relationships and the hard work and dedication of our employee-partners.

Cintas generated revenue of $11.26 billion for the fiscal year, representing an increase of 8.9% over fiscal 2025 with 8.3% organic revenue growth and strong performance across all business segments. Gross profit as a percent of revenue was 50.7%, an all-time high, and operating income increased to $2.61 billion, with operating income as a percent of revenue of 23.1%. Diluted earnings per share (EPS) was $4.91 compared to $4.40 in fiscal 2025, an increase of 11.6%. Excluding transaction expenses of $16.1 million related to the pending UniFirst Corporation (UniFirst) acquisition, adjusted diluted EPS was $4.94, an increase of 12.3% over the prior year. We delivered these results while continuing to reinvest in the business, make acquisitions and return $1.7 billion in capital to shareholders through share buybacks and dividends. For the 55th time in the last 57 years, we grew both in revenue and profit – a testament to the enduring strength of the Cintas value proposition.

Our success is rooted in a clear strategy: to help our customers get Ready for the Workday® by providing business essentials and workwear that enhance their image, safety, cleanliness and compliance. After all the years of success that we’ve had, Cintas still has a vast opportunity ahead of us. Of the 16 million to 20 million businesses across North America, Cintas serves slightly over 1 million business customers. This addressable market is massive and provides a long runway for future growth among customers of all sizes and across all industries. Cintas remains focused on expanding our reach while deepening our relationships with the many businesses we already serve. As we execute that strategy, we remain committed to making 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 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 that improves the customer experience and supports future growth. To name a few examples, our garment sharing program helps us grow while managing material costs and maintaining high customer satisfaction; our investment in SAP is building the operational infrastructure to serve customers more effectively across our businesses; and Smart Truck continues to generate leverage across our service platform. Together, these investments create tangible impact: as revenue grows, it shows up in route density, customer size and capacity utilization across our plants and routes. 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 remain the foundation of our success, and we believe investing in their growth and well-being is critical to our long-term performance. We continue to invest in technology, training and development programs that simplify work, improve productivity and allow our employee-partners to focus on serving customers and our managers on developing future leaders. This philosophy of providing meaningful opportunities for growth and advancement across the organization 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, that philosophy remains a defining characteristic of Cintas. We are proud that employee-partners who have worked more than 1,000 hours are also shareholders. Through stock ownership and our Partner's Plan comprehensive retirement program, our employee-partners have the opportunity to share directly in the value they help create, fostering a culture of ownership that has served Cintas well for generations. 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.

Preliminary Proxy Statement - Subject to Completion

•Strategic Investments for the Future Informed by Disciplined Capital Allocation – We have long taken a balanced approach to capital allocation, reinvesting in our business, pursuing strategic growth opportunities and consistently returning capital to shareholders. Our pending acquisition of UniFirst – announced earlier this year and overwhelmingly approved by UniFirst shareholders in June – represents an important opportunity to build on that strategy. We believe the combination of our two companies will strengthen our ability to serve customers, create opportunities for employee-partners and accelerate the benefits of our investments in technology, operational excellence and innovation. Combined with our continued focus on execution, these investments position Cintas to create sustainable value for all stakeholders over the long term.

Cintas continues to gain recognition for our achievements, including the strength of our culture. In 2026, we were recognized as one of Forbes’ America’s Most Trusted Companies, one of TIME’s America’s Best 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 ninth year in a row, climbing 10 spots. It is an honor to be recognized among the most successful and respected companies in the world.

As we move forward into fiscal 2027, 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 Schneider_Cintas July 2022_264 copy 2.jpg

Todd M. Schneider

Chief Executive Officer

Preliminary Proxy Statement - Subject to Completion


TABLE OF CONTENTS

PROXY STATEMENT SUMMARY						8

CORPORATE GOVERNANCE MATTERS						9
Election of Directors - Item 1						9
Corporate Governance						14
Board's Roles and Responsibilities						14
Leadership Structure						14
Risk Oversight						15
Corporate Culture and Strategy						15
Board Committees and Meetings						16
Nominating and Corporate Governance Committee						16
Audit Committee						17
Compensation Committee						17
Nonemployee Director Compensation						19
Director Compensation Table						20
Stock Ownership Guidelines, Insider Trading Policy and Anti-Hedging Policy						21

COMPENSATION MATTERS						22
Compensation Committee Report						22
Executive Compensation						22
Executive Officers						22
Compensation Discussion and Analysis						23
Key Elements of Compensation						24
Base Salaries						25
Annual Cash Incentives						26
Long-Term Equity Incentives						28
Health, Retirement and Other Benefits						30
Stock Ownership Guidelines						30
Anti-Hedging Policy, Change in Control Agreements and Recovery of Prior Awards						31
Equity Grant Practices						32
Compensation Risk Determination						32
Tax Considerations of Our Executive Compensation Program						32
Summary Compensation Table						33
Grants of Plan-Based Awards Table						34
Outstanding Equity Awards Table						36
Option Exercises and Stock Vested Table						37
Nonqualified Deferred Compensation						38
Potential Payments Upon Termination, Retirement or Change in Control						39
CEO Pay Ratio						42
Pay Versus Performance						43
Approval, on an Advisory Basis, of Named Executive Officer Compensation - Item 2						48

AUDIT COMMITTEE MATTERS						49
Audit Committee Report						49
Fees to Independent Registered Public Accounting Firm						50
Ratification of Appointment of Independent Registered Public Accounting Firm - Item 3						51

Preliminary Proxy Statement - Subject to Completion



OTHER PROPOSALS						52
Proposal Regarding the Reincorporation of the Company from the State of Washington to the State of Delaware - Item 4						52

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