Cintas Corp

1. 1

   Election of Eight Directors

   ManagementBoard: FOR

   Elect Beverly K. Carmichael, Karen L. Carnahan, Robert E. Coletti, Scott D. Farmer, Martin Mucci, Joseph Scaminace, Todd M. Schneider and Ronald W. Tysoe to one-year terms.

2. 2

   Advisory Approval of Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 2 asks shareholders to approve Cintas’s overall named executive officer compensation program on a non-binding advisory basis. It covers the compensation discussion and analysis, compensation tables, and related disclosures rather than any single pay component. The vote is required under Section 14A of the Exchange Act and Item 402(k) of Regulation S-K. Cintas conducts the say-on-pay vote annually and expects to continue doing so at the 2027 annual meeting. The company highlights that approximately 95% of votes cast in 2025 supported its named executive officer compensation. Following that result, the Compensation Committee generally continued the prior compensation philosophy and did not make changes specifically in response to the vote. The program emphasizes competitive pay, annual cash incentives, and long-term equity incentives linked to diluted EPS, sales growth, individual performance, and selected non-financial objectives. The Board recommends FOR approval, while acknowledging that the vote is advisory and not legally binding. The Compensation Committee expects to consider the voting outcome in future compensation decisions.

3. 3

   Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Ernst & Young LLP’s appointment as Cintas’s independent registered public accounting firm for fiscal 2027.

4. 4

   Reincorporation from Washington to Delaware

   ManagementBoard: FOR

   Approve a Plan of Conversion to reincorporate Cintas from a Washington corporation as a Delaware corporation, including approval of the Delaware charter, bylaws and related conversion documents.

   More detail

   Proposal 4 asks shareholders to approve converting Cintas from a Washington corporation into a Delaware corporation under the proposed Plan of Conversion. Approval would also approve the Delaware certificate of incorporation, bylaws, certificate of conversion, and related Washington conversion documents. The company would continue under the Cintas name, retain its headquarters and operations, and preserve existing shares, employee benefit plans, equity awards, liabilities, and NASDAQ listing. Management is seeking approval primarily because Delaware offers flexible and frequently updated corporate statutes, extensive judicial precedent, and a specialized Court of Chancery. The Board believes that this legal environment will improve predictability and efficiency in corporate decision-making. It also believes Delaware law may assist in attracting and retaining directors and officers because of more developed indemnification and fiduciary-duty principles. The proposal would change shareholder rights in several respects, including written-consent rights, special-meeting procedures, director removal, advance-notice rules, appraisal rights, anti-takeover provisions, and exclusive forum provisions. The Board notes that the conversion is not expected to create a material accounting change and is intended to qualify as a tax-free reorganization under Section 368(a)(1)(F) of the Internal Revenue Code. The Board unanimously recommends FOR the reincorporation, while acknowledging that the anticipated benefits are not guaranteed and that Delaware law may provide different protections than Washington law.

5. 5

   Shareholder Proposal Regarding Support for Governance by Majority Voting

   Shareholder — John CheveddenBoard: AGAINST

   Require the Board to eliminate governing-document and statutory default voting requirements above a simple majority, replacing them with a majority of votes cast for and against where legally permissible.

   More detail

   John Chevedden’s proposal asks Cintas’s Board to eliminate every explicit or statutory-default voting requirement above a simple majority and replace it with a majority of votes cast for and against, to the extent legally permissible. The proponent argues that supermajority standards allow a minority of shares, including insiders, to block measures supported by most unaffiliated shareholders. He cites a 68% favorable vote on a similar 2022 Cintas proposal, support at numerous other public companies, and academic research linking supermajority provisions to entrenchment and weaker performance. The proponent also criticizes Cintas’s 50% threshold for calling a special meeting and the absence of shareholder written-consent rights. The Board opposes the proposal, emphasizing that two of three 2022 management proposals eliminating supermajority provisions were adopted and implemented. According to management, the remaining provisions are limited to transactions involving interested shareholders or acquiring persons and are designed to protect disinterested shareholders from coercive or abusive deals. The Board notes that these provisions contain exceptions where disinterested directors or the Board approve the relevant transaction before the triggering ownership threshold is crossed. Management further states that shareholder engagement after 2022 generally supported not revisiting the remaining provisions. The Board argues that pursuing amendments would consume substantial time and resources without producing a meaningful governance benefit. The controversy is particularly relevant because Scott D. Farmer, the Executive Chairman and a major shareholder, beneficially owns approximately 14% of Cintas, while the proposal alleges that officers and directors collectively control approximately 15% of the voting power. The Board unanimously recommends AGAINST the proposal.

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When is the Cintas Corp 2026 annual meeting?

Cintas Corp (CTAS) holds its 2026 annual shareholder meeting on Tuesday, October 27, 2026.

What is the record date for the Cintas Corp 2026 meeting?

The record date for the Cintas Corp 2026 meeting is Monday, August 31, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cintas Corp's 2026 meeting?

The board is presenting 8 director nominees at the Cintas Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cintas Corp 2026 meeting?

Shareholders will vote on 5 proposals at the Cintas Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.