filings.toolsCintas 8-K 2025-10-28
Filed 2025-10-31. 1 sections, 8K characters. Original on sec.gov · Markdown · JSON
Form 8-K
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 28, 2025
Cintas Corporation
(Exact name of registrant as specified in its charter)
| Washington | 0-11399 | 31-1188630 | ||||||||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer 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 each class | Trading symbol(s) | Name of each exchange 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 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 5.07 Submission of Matters to a Vote of Security Holders.
On October 28, 2025, Cintas Corporation (the Corporation) held its 2025 Annual Meeting of Shareholders (the Annual Meeting). The following matters were submitted to a vote of shareholders at the Annual Meeting:
Item No. 1:
The shareholders elected the persons listed below as directors of the Corporation. The voting results were as follows:
| Name | Shares For | Shares Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Melanie W. Barstad | 330,015,653 | 18,642,031 | 442,058 | 18,894,457 | ||||||||||||||||||||||
| Beverly K. Carmichael | 339,446,916 | 9,198,259 | 454,567 | 18,894,457 | ||||||||||||||||||||||
| Karen L. Carnahan | 338,267,361 | 10,395,667 | 436,714 | 18,894,457 | ||||||||||||||||||||||
| Robert E. Coletti | 335,332,996 | 13,488,007 | 278,739 | 18,894,457 | ||||||||||||||||||||||
| Scott D. Farmer | 331,552,683 | 17,278,450 | 268,609 | 18,894,457 | ||||||||||||||||||||||
| Martin Mucci | 337,584,609 | 11,224,313 | 290,820 | 18,894,457 | ||||||||||||||||||||||
| Joseph Scaminace | 306,834,407 | 41,988,395 | 276,940 | 18,894,457 | ||||||||||||||||||||||
| Todd M. Schneider | 342,749,858 | 6,080,690 | 269,194 | 18,894,457 | ||||||||||||||||||||||
| Ronald W. Tysoe | 329,266,100 | 19,556,349 | 277,293 | 18,894,457 |
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 | |||||||||||||||||
| 330,468,757 | 17,948,211 | 682,774 | 18,894,457 |
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 2026. The voting results were as follows:
| For | Against | Abstain | ||||||||||||
| 347,180,490 | 20,554,869 | 258,840 |
Item No. 4:
The shareholders did not approve the shareholder proposal regarding the shareholder ability to call for a special shareholder meeting. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 157,690,015 | 190,386,157 | 1,023,570 | 18,894,457 |
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 31, 2025 | By: | /s/ Scott A. Garula | ||||||||||||||
| Scott A. Garula | |||||||||||||||||
| Executive Vice President and Chief Financial Officer |