8-K

CINTAS CORP (CTAS)

8-K 2023-10-26 For: 2023-10-24
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Added on April 12, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) October 24, 2023

Cintas Logo - Ready for the Workday.jpg

Cintas Corporation

(Exact name of registrant as specified in its charter)

Washington 0-11399 31-1188630
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification Number)
6800 Cintas Boulevard, P.O. Box 625737,
--- --- ---
Cincinnati, Ohio 45262-5737
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (513) 459-1200

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:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

Title of<br>each class Trading<br>symbol(s) Name of each exchange<br>on which registered
Common stock, no par value CTAS The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 193 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07   Submission of Matters to a Vote of Security Holders.

The following matters were submitted to a vote of shareholders at the Annual Meeting of the shareholders of Cintas Corporation (the Corporation) held on October 24, 2023:

Item No. 1:

The shareholders elected the persons listed below as directors of the Corporation. The voting results were as follows:

Name Shares<br>For Shares<br> Against Abstentions Broker<br>Non-Votes
Gerald S. Adolph 81,396,849 7,340,406 51,566 4,696,423
John F. Barrett 84,949,258 3,600,767 238,796 4,696,423
Melanie W. Barstad 84,832,661 3,886,924 69,236 4,696,423
Karen L. Carnahan 85,086,100 3,635,895 66,826 4,696,423
Robert E. Coletti 86,288,348 2,447,743 52,730 4,696,423
Scott D. Farmer 85,197,866 3,378,004 212,951 4,696,423
Martin Mucci 87,718,529 629,791 440,501 4,696,423
Joseph Scaminace 75,764,134 12,801,296 223,391 4,696,423
Todd M. Schneider 87,298,862 1,441,261 48,698 4,696,423
Ronald W. Tysoe 83,772,640 4,956,665 59,516 4,696,423

Item No. 2:

The shareholders approved an advisory resolution on named executive officer compensation. The voting results were as follows:

For Against Abstain Broker Non-Votes
86,516,861 2,154,071 117,889 4,696,423

Item No. 3:

The shareholders recommended, on an advisory basis, that the shareholder advisory vote on named executive officer compensation should occur every year. The voting results were as follows:

For 1 Year For 2 Years For 3 Years Abstain Broker Non-Votes
87,982,373 25,609 728,643 52,196 4,696,423

Item No. 4:

The shareholders approved the ratification of the selection of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for fiscal 2024. The voting results were as follows:

For Against Abstain
90,259,888 3,182,223 43,133

Item No. 5:

The shareholders did not approve the shareholder proposal regarding a greater disclosure of material corporate diversity, equity and inclusion data. The voting results were as follows:

For Against Abstain Broker Non-Votes
24,508,110 64,028,982 251,729 4,696,423

Item No. 6:

The shareholders did not approve the shareholder proposal regarding the disclosure of managing climate risk through science-based targets and transition planning. The voting results were as follows:

For Against Abstain Broker Non-Votes
20,918,818 65,331,384 2,538,619 4,696,423

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.

CINTAS CORPORATION
Date: October 26, 2023 By: /s/ J. Michael Hansen
J. Michael Hansen
Executive Vice President and Chief Financial Officer