A Dark Vector Cognition product

Cover and table of contents

12K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedMay 31, 2022
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-11399

ctas-20220531_g1.jpg

Cintas Corporation

(Exact name of registrant as specified in its charter)

Washington31-1188630
(State or Other Jurisdiction of Incorporation or Organization)(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

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

Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, no par valueCTASThe NASDAQ Stock Market LLC
(NASDAQ Global Select Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes☒No☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes☐No☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes☒No☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes☒No☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer☒Accelerated Filer☐Non-Accelerated Filer☐
Smaller Reporting Company☐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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.762(b)) by the registered public accounting firm that prepared or issued is audit report. ☒

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes☐No☒

The aggregate market value of the Registrant's Common Stock held by non-affiliates as of November 30, 2021, was $43,766,089,501 based on a closing sale price of $422.19 per share. As of June 30, 2022, 191,475,552 shares of the Registrant's Common Stock were issued and 101,188,086 shares were outstanding.

Documents Incorporated by Reference

1

Portions of the Registrant's Proxy Statement to be filed with the Commission for its 2022 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.

2

Cintas Corporation

Index to Annual Report on Form 10-K

Page
Part I
Item 1.Business4
Item 1A.Risk Factors9
Item 1B.Unresolved Staff Comments15
Item 2.Properties16
Item 3.Legal Proceedings16
Item 4.Mine Safety Disclosures16
Part II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities17
Item 6.[Reserved]18
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations19
Item 7A.Quantitative and Qualitative Disclosures About Market Risk30
Item 8.Financial Statements and Supplementary Data31
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure69
Item 9A.Controls and Procedures69
Item 9B.Other Information69
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections69
Part III
Item 10.Directors, Executive Officers and Corporate Governance70
Item 11.Executive Compensation70
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters70
Item 13.Certain Relationships and Related Transactions, and Director Independence70
Item 14.Principal Accountant Fees and Services70
Part IV
Item 15.Exhibits and Financial Statement Schedules71
Item 16.Form 10-K Summary73

3

Part I

Next: Item 1. Business