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Published: 2022-10-27 11:36:36 ET
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ctas-20221025
0000723254FALSE00007232542022-10-252022-10-25

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 25, 2022
ctas-20221025_g1.jpg@@
Cintas Corporation
(Exact name of registrant as specified in its charter)
Washington0-1139931-1188630
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification Number)
 
6800 Cintas Boulevard, P.O. Box 625737,
Cincinnati,Ohio45262-5737
(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
each class		Trading
symbol(s)		Name of each exchange
on which registered
Common stock, no par valueCTASThe 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 25, 2022:

Item No. 1:    
The shareholders elected the persons listed below as directors of the Corporation. The voting results were as follows:
NameShares
For		Shares
 Against		AbstentionsBroker
Non-Votes
Gerald S. Adolph81,623,8707,729,78038,8054,280,139
John F. Barrett85,614,3983,735,16642,8914,280,139
Melanie W. Barstad85,707,1433,652,23933,0734,280,139
Karen L. Carnahan83,516,1245,847,18029,1514,280,139
Robert E. Coletti84,718,9634,638,61034,8824,280,139
Scott D. Farmer83,661,2995,702,32028,8364,280,139
Joseph Scaminace82,439,3256,025,792927,3384,280,139
Todd M. Schneider87,874,0861,485,70232,6674,280,139
Ronald W. Tysoe84,402,6324,955,02434,7994,280,139
 

Item No. 2:   
The shareholders approved an advisory resolution on named executive officer compensation. The voting results were as follows:
ForAgainstAbstainBroker Non-Votes
86,957,2122,381,01354,2304,280,139


Item No. 3:   
The shareholders approved the ratification of the selection of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for fiscal 2023. The voting results were as follows:
ForAgainstAbstain
90,571,1093,082,56518,920
 

Item No. 4: 
The shareholders did not approve the amendments to the Company's Restated Articles of Incorporation to eliminate the supermajority voting requirement for business combinations with interested persons. The voting results were as follows:
ForAgainstAbstainBroker Non-Votes
59,567,92527,470,4062,354,1244,280,139


Item No. 5: 
The shareholders approved the amendments to the Company's Restated Articles of Incorporation to eliminate the supermajority voting requirement to remove directors for cause. The voting results were as follows:
ForAgainstAbstainBroker Non-Votes
59,612,41327,431,9312,348,1114,280,139



Item No. 6: 
The shareholders approved the amendments to the Company's Restated Articles of Incorporation to eliminate the supermajority voting requirement for shareholder approval of mergers, share exchanges, asset sales and dissolutions. The voting results were as follows:
ForAgainstAbstainBroker Non-Votes
59,570,98627,463,3542,358,1154,280,139


Item No. 7: 
The shareholders did not approve the shareholder proposal regarding a special shareholder meeting improvement. The voting results were as follows:
ForAgainstAbstainBroker Non-Votes
43,095,77346,246,94549,7374,280,139


Item No. 8: 
The shareholders did not approve the shareholder proposal regarding a report on political contributions. The voting results were as follows:
ForAgainstAbstainBroker Non-Votes
40,625,41048,658,547108,4984,280,139


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 27, 2022By:/s/ J. Michael Hansen
J. Michael Hansen
Executive Vice President and Chief Financial Officer