Cintas Corp 8-K, filed Sep 12, 2024
Cintas Corp (CTAS)
8-K
2024-09-12
For: 2024-09-11
View Original
Added on
April 12, 2026
About this 8-K
Cintas Corp filed this 8-K on September 12, 2024, reporting on events of September 11, 2024.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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) September 11, 2024
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
| (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 each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
| (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 1933 (§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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 2, 2024, Cintas Corporation (the “Company”) announced a four-for-one forward stock split (the “Forward Stock Split”) of the Company’s common stock, no par value (the “Common Stock”). Effective as of 5:00 p.m. (Eastern time) on September 11, 2024, the Company’s Restated Articles of Incorporation, dated as of March 1, 1989 (as amended, the “Restated Articles”), were amended to effect the Forward Stock Split of the shares of Common Stock issued and outstanding as of 5:00 p.m. (Eastern time) on September 11, 2024. Pursuant to the applicable provisions of the Washington Business Corporation Act, no shareholder approval was required for the amendments to the Restated Articles, and the amendments to the Restated Articles were approved by the Board of Directors of the Company.
As a result of the Forward Stock Split, every one share of issued and outstanding Common Stock will be automatically split into four issued and outstanding shares of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Forward Stock Split. The Forward Stock Split will increase the number of shares of Common Stock outstanding from 100,814,614 shares to 403,258,456 shares. The number of authorized shares of common stock under the Restated Articles will increase from 425,000,000 shares to 1,700,000,000 shares.
The information set forth herein is qualified in its entirety by reference to the complete text of the amendment to the Restated Articles, a copy of which is filed with this report as Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit Number | Description | ||||||||||
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: | September 12, 2024 | By: | /s/ D. Brock Denton | ||||||||||||||
| D. Brock Denton | |||||||||||||||||
| Senior Vice President, Secretary and General Counsel | |||||||||||||||||
EXECUTION VERSION
ARTICLES OF AMENDMENT
OF THE
RESTATED ARTICLES OF INCORPORATION
OF
CINTAS CORPORATION
September 3, 2024
* * * * *
* * * * *
Pursuant to the provisions of RWC 23B.10 of the Washington Business Corporation Act, the following Articles of Amendment to the Restated Articles of Incorporation of Cintas Corporation, filed with the Secretary of State of the State of Washington on March 20, 1989 (as amended on November 5, 1991, November 5, 1992, December 1, 1994, November 2, 1998, October 30, 2000 and November 1, 2022, the “Restated Articles”) are herewith submitted for filing:
ARTICLE 1: The name of the corporation is Cintas Corporation (the “Corporation”).
ARTICLE 2: The amendments to the Restated Articles as adopted are as follows:
Article FIFTH of the Restated Articles is amended and restated in its entirety to (i) reflect the one-for-four stock split approved by the board of directors of the Corporation on April 30, 2024 (the “Stock Split”) and (ii) proportionately increase the number of authorized shares of common stock, no par value, of the Corporation in connection with the Stock Split, with the effect that, from and after the Effective Time (as defined below), Article FIFTH of the Restated Articles shall read as follows:
“FIFTH: The maximum number of shares of which the Corporation is authorized to have outstanding is:
A.1,700,000,000 shares of Common Stock, without par value; and
B.100,000 shares of Preferred Stock, without par value.
As of 5 P.M. Eastern Time on September 11, 2024 (the “Effective Time”), every share of the Corporation’s Common Stock issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) will automatically be converted into four shares of Common Stock (the “Stock Split”). Any stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock will, from and after the Effective Time, continue to represent the same number of shares of Common Stock and, to give effect to the Stock Split, the Corporation will issue, at the Effective Time, three new shares of Common Stock in book entry form for each share of Old Common Stock represented by such stock certificate.
The Common Stock is subject to the rights and preferences of the Preferred Stock as hereinafter set forth.
The Preferred Stock may be issued from time to time in one or more series in any manner permitted by law and the provisions of these Articles of Incorporation of the Corporation, as determined from time to time by the Board of Directors and stated in the resolution or resolutions providing for the issuance thereof, prior to the issuance of any shares thereof. The Board of Directors shall have the authority to fix and determine and to amend, subject to the provisions hereof, the rights and preferences of the shares of any series that is wholly unissued or to be established. Unless otherwise specifically provided in the resolution establishing any series, the Board of Directors shall further have the authority, after the issuance of shares of a series whose number it has designated, to amend the resolution establishing such series to decrease the number of shares of that series, but not below the number of shares of such series then outstanding.
The holders of shares of the Preferred Stock shall be entitled to receive dividends, out of the funds of the Corporation legally available therefor, at the rate and at the time or times, whether cumulative or noncumulative, as may be provided by the Board of Directors in designating a particular series of Preferred Stock. If such dividends on the Preferred Stock shall be cumulative, then if dividends shall not have been paid, the deficiency shall be fully paid or the dividends declared and set apart for payment at such rate, but without interest on cumulative dividends, before any dividends on the Common Stock shall be paid or declared and set apart for payment. The holders of the Preferred Stock shall not be entitled to receive any dividends thereon other than the dividends referred to in this section.
The Preferred Stock may be redeemable at such price, in such amount, and at such time or times as may be provided by the Board of Directors in designating a particular series of Preferred Stock. In any event, such Preferred Stock may be repurchased by the Corporation to the extent legally permissible.
In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, then, before any distribution shall be made to the holders of the Common Stock, the holders of the Preferred Stock at the time outstanding shall be entitled to be paid the preferential amount or amounts per share as may be provided by the Board of Directors in designating a particular series of Preferred Stock and dividends accrued thereon to the date of such payment. The holders of the Preferred Stock shall not be entitled to receive any distributive amounts upon the liquidation, dissolution, or winding up of the affairs of the Corporation other than the distributive amounts referred to in this section, unless otherwise provided by the Board of Directors in designating a particular series of Preferred Stock.
Shares of Preferred Stock may be convertible to Common Stock of the Corporation upon such terms and conditions, at such rate and subject to such adjustments as may be provided by the Board of Directors in designating a particular series of Preferred Stock.
Holders of Preferred Stock shall have such voting rights as may be provided by the Board of Directors in designating a particular series of Preferred Stock.”
ARTICLE 3: The amendments do not provide for an exchange, reclassification or cancellation of issued shares.
ARTICLE 4: The date of the adoption of the amendments was April 30, 2024.
ARTICLE 5: Pursuant to the provisions of Section 23B.06.410(3) and Section 23B.10.020(4)(a) of the Washington Business Corporation Act, no shareholder approval was required for the amendments to the Restated Articles, and the amendments to the Restated Articles were approved by the board of directors of the Corporation.
[Signature Page Follows]
IN WITNESS WHEREOF, I certify that I am an officer of the Corporation and am authorized to execute these Articles of Amendment on behalf of the Corporation as of the date first written above.
| By: | /s/ | Todd. M. Schneider | ||||||
| Name: | Todd M. Schneider | |||||||
| Title: | President & Chief Executive Officer | |||||||
[Signature Page to Charter Amendment]