Document

DEF 14A 1 proxyfy22.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )


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Check the appropriate box:
o						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material under §240.14a-12

Cintas Corporation

(Name of registrant as specified in its charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


LETTER FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dear Cintas Shareholder:

Our fiscal year 2022 was important for so many reasons.

The global pandemic created uncertainty for a third fiscal year, and our employee-partners rallied together like never before to support our customers and the communities we serve – even as wave after wave of COVID-19 disrupted and impacted daily life. As an essential business, Cintas helped keep our customers’ places of business clean, safe and Ready for the Workday® by providing essential products and services.

The economy was volatile last year, with significant headwinds – including inflation, energy prices and supply chain disruptions – creating significant challenges for businesses and consumers alike. I am proud of the execution by our employees, whom we call "partners". They continue to navigate an unsettled environment by focusing on our customers. Every business has a need Cintas can fulfill to help get them Ready for the Workday. Our financial results are indicative of our strong value proposition and vast total addressable market.

Cintas sales were $7.9 billion in fiscal year 2022, an increase of 10.4% over the previous year. Diluted EPS for fiscal 2022 was $11.65 compared to $10.24 in fiscal 2021, an increase of 13.8%. Fiscal year 2022 diluted EPS included a gain on sale of operating assets and a gain on an equity method investment transaction, which totaled $0.37 per share in the aggregate. For the fiscal year ended May 31, 2022, net cash provided by operations was $1.54 billion, an increase of 13.0% compared to the fiscal year ended May 31, 2021. We achieved significant accomplishments this fiscal year despite significant inflation.

We expect continued growth ahead, and we’ve been investing in our business to accommodate this expected growth. Throughout fiscal year 2022:

a.We invested significantly in further supporting our employee-partners and recruiting new talent to grow our workforce.

b.We implemented a new customer service platform to facilitate customer needs in a more personal and efficient manner.

c.We’re exploring and investing in more sustainable solutions throughout our company, in our plants, our fleet, our products and services … even how we work together to conduct our business day-to-day.

d.We’ve greatly expanded technological integrations across our enterprise.

Cintas continued to gain recognition for our efforts and success. We were recognized as one of Fortune’s World’s Most Admired Companies, as well as one of America’s Most Responsible Companies by Newsweek. We were again named to the prestigious Fortune 500 list. It is an honor to be recognized among the most successful and respected companies. We have also been included in the FTSE4Good Index Series. The FTSE4Good Index Series is designed to measure the performance of companies demonstrating strong Environmental, Social and Governance (ESG) practices. We also continue to earn respect and recognition for our people-focused programs around our Diversity, Equity and Inclusion (DEI) efforts, including awards for our programs supporting disabled, veteran and military-affiliated and sales partners.

As Cintas continues its growth trajectory, we’ve identified three priorities we believe will help drive our focus, continue to differentiate us in the market, and provide increased competitive advantages. We also believe our scale and market strength will help support our continued leadership in these three areas.

1. Technology – We are continuing our digital transformation by implementing SAP throughout the organization. SAP is the backbone of how we run our business. SAP has already helped us realize efficiencies across our enterprise. The platform enables us to work smarter by extracting information and analyzing extremely large data sets, helping us target new customers and encouraging deeper customer penetration and cross-selling. We also entered into an exciting partnership with SAP, joining their prestigious Strategic Customer Program. Being part of this exclusive program, which includes only 72 of SAP’s 190,000-plus customers, means we have new opportunities to continue transforming our business into a more data-dynamic and process-efficient operation.

We continue to invest in technology that is driving greater operating efficiencies. This includes our Smart Truck technology to help us better route our fleet, which not only saves mileage, gas and wear-and-tear, but it has also

helped us increase facetime with our customers. Our myCintas platform has allowed customers 24/7 access to Cintas, creating efficiencies in billing, ordering, messaging and delivery time.

In our production facilities and distribution centers, we’ve implemented technologies to optimize workflows, increasing both time and labor efficiencies. Some of these applications also reduce our energy and water use, and have helped us reduce our emissions. Further, we are exploring ways to leverage technology to reduce our use of raw materials and create new lives for our end-of-life products like towels, rags and uniforms.

2. Brand – Cintas has come to mean innovations, commitment, knowledge and relationships. We’re strongly identified with our Caring Service and our Deeper Knowhow. We’re very proud of the work we do and how we do it. Our employee-partners are dedicated and committed to our customers.

What our brand hasn’t always best conveyed is who we are and what we stand for, especially as society expands its expectations of business and enterprise.

This year, we began work to evolve our Cintas brand so it reflects our greater, holistic ambitions. We want to lean into our corporate character more and share it more earnestly. We are innovative. We’re proactive. We strive for achievement, both our own and our customers’. We are people-driven and care about our employee-partners, our customers and the communities we serve. We have a diverse workforce that informs and supports our success. We are committed to doing the right things and operating our business in an ethical manner. We are also approachable and inspired, collaborative and caring and appreciative and positive, traits that have personified Cintas since its inception.

3. ESG – While a recycle and reuse approach has been at the forefront of our business since its inception, a focus by stakeholders on corporate ESG strategies has increased dramatically the last few years. We have historically not been focused on sharing our ESG initiatives but instead pursued these initiatives because they are right for our customers, employee-partners, shareholders and the communities that we serve. However, the past few years we have been more deliberate in our efforts to tell our ESG story. In the past two years, we published our first two ESG reports and created a new Vice President of ESG to lead our enterprise-wide ESG strategy. In September 2021, we announced our ambition to achieve Net Zero greenhouse gas emissions by 2050.

But as we reflected on our company’s history, we quickly realized that, while the concept of ESG is fairly new, the fundamentals of ESG have been central to Cintas since its very beginnings. The sustainable business model we still use today tracks back to 1929 during the Great Depression, when Doc and Amelia Farmer collected area businesses’ discarded shop rags, took them home and laundered them, and then resold them back to the businesses. Their grandson, our Founder Dick Farmer, expanded the idea when he launched our uniform rental business in the late 1950s. Since the beginning, our company has been founded on the principles of “Reduce, Reuse, Recycle.”

Dick also had a deep respect for the people in our organization, and a laser focus on our customers’ success. He insisted the business was run to the highest of ethical standards, with a robust corporate culture to guide the company. He grew Cintas based on ESG fundamentals, long before ESG was a recognized concept. As the company grew and Bob Kohlhepp and Scott Farmer later succeeded Dick as CEO, we added business lines to support cleanliness, health and safety. We focused on diversity, equity and inclusion in our workforce. We challenged norms with Operational Excellence, pushing for greater efficiencies in processes that also reduced our energy and water use. All of these decisions were made for business purposes, but they all also supported ESG priorities.

Now with broader cultural focus on ESG, we are confident that Cintas’ growth under a sustainable business model has positioned us well for future strength and leadership in the ESG world.

Thank you for your ongoing support of Cintas, and we look forward to another successful year.

Todd M. Schneider

President and Chief Executive Officer

6800 Cintas Boulevard

Cincinnati, Ohio 45262

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

Dear Shareholder:

On behalf of the Board of Directors (the Board) and employee-partners of Cintas Corporation (the Company), I invite you to attend our Annual Meeting of Shareholders (Annual Meeting) on October 25, 2022, at 11:30 a.m. Eastern Daylight Time. This year’s Annual Meeting will be a virtual meeting of shareholders. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CTAS2022. You will not be able to attend the Annual Meeting in person.

We have designed our virtual format to enhance, rather than constrain, stockholder access and participation. For example, if you experience technical difficulties during the Annual Meeting, there will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or voting during the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be listed on the Annual Meeting login web page.

This booklet includes notice of the meeting and the proxy statement. The proxy statement tells you more about the agenda and procedures for the meeting. It also describes how the Board operates and gives personal information about our director nominees.

Shareholders entitled to vote at this Annual Meeting are those of record as of the close of business on August 29, 2022. Please note that only shareholders of record or holders of valid proxies from such shareholders may attend online or vote during the meeting. Even if you are planning to attend the virtual meeting, you are strongly encouraged to vote your shares in advance through one of the methods described in the proxy statement.

We are once again pleased to take advantage of U.S. Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. As a result, we are mailing to most of our shareholders a Notice of Internet Availability of Proxy Materials (the Notice) instead of a paper copy of the proxy statement, the accompanying proxy card and our 2022 Annual Report. The Notice contains instructions on how to access and review those documents over the Internet and vote online, as well as how shareholders can elect to receive paper copies of the proxy statement, proxy card and 2022 Annual Report free of charge. We believe that this process will allow us to provide our shareholders with the information they need in a timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

Whether or not you plan to attend the meeting, please complete and return your proxy card or vote by telephone or via the Internet by following the instructions on your proxy card.

Sincerely,

Scott D. Farmer

Executive Chairman of the Board September 13, 2022


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF CINTAS CORPORATION



Time:						11:30 a.m., Eastern Daylight Time
Date:						October 25, 2022
Place:						Online at www.virtualshareholdermeeting.com/CTAS2022
Access:						Visit www.virtualshareholdermeeting.com/CTAS2022. To be able to access the Annual Meeting, you must have your 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials).
Purpose:						1. To elect as directors, the nine nominees named in the attached proxy materials;
						2. To approve, on an advisory basis, named executive officer compensation;
						3. To ratify Ernst & Young LLP as our independent registered public accounting firm for fiscal 2023;
						4. To approve amendments to the Company’s Restated Articles of Incorporation to eliminate the supermajority voting requirement for business combinations with interested persons;
						5. To approve amendments to the Company’s Restated Articles of Incorporation to eliminate the supermajority voting requirement to remove directors for cause;
						6. To approve 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;
						7. To vote on a shareholder proposal regarding a special shareholder meeting improvement, if properly presented;
						8. To vote on a shareholder proposal regarding a report on political contributions, if properly presented; and
						9. To conduct other business, if properly raised.

Only shareholders of record on August 29, 2022, are entitled to notice of and to vote at, or attend, the meeting or any adjournment thereof. The approximate mailing date of the Notice of Internet Availability of Proxy Materials is September 13, 2022.

The vote of each shareholder is important. Whether or not you plan to virtually attend the 2022 Annual Meeting, please vote at your earliest convenience. You can vote your shares by completing and returning the proxy card sent to you. Shareholders can also vote their shares over the Internet or by telephone by following the voting instructions on the proxy card.

D. Brock Denton

Senior Vice President, General Counsel, and Secretary

September 13, 2022

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders To Be Held on October 25, 2022

The Notice of Annual Meeting, 2022 Proxy Statement, the Company's 2022 Annual

Report and Form of Proxy are available at www.cintas.com


TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS						9
Election of Directors - Item 1						9
Board Diversity						9
Corporate Governance						15
Board's Roles and Responsibilities						15
Leadership Structure						15
Risk Oversight						16
Environmental, Social and Governance (ESG)						16
Corporate Culture and Strategy						16
Board Committees and Meetings						17
Nominating and Corporate Governance Committee						18
Audit Committee						18
Compensation Committee						19
Nonemployee Director Compensation						20
Stock Ownership Guidelines and Anti-Hedging Policy						21

COMPENSATION MATTERS						22
Compensation Committee Report						22
Executive Compensation						22
Executive Officers						22
Compensation Discussion and Analysis						23
Key Elements of Compensation						24
Base Salaries						24
Annual Cash Incentives						25
Long-Term Equity Incentives						27
Health, Retirement and Other Benefits						29
Stock Ownership Guidelines						29
Anti-Hedging Policy, Change in Control Agreements and Recovery of Prior Awards						30
Summary Compensation Table						31
Grants of Plan-Based Awards Table						32
Outstanding Equity Awards Table						34
Option Exercises and Stock Vested Table						35
Nonqualified Deferred Compensation						36
Potential Payments Upon Termination, Retirement or Change of Control						37
CEO Pay Ratio						40
Approval, on an Advisory Basis, of Named Executive Officer Compensation - Item 2						41

AUDIT COMMITTEE MATTERS						42
Audit Committee Report						42
Fees to Independent Registered Public Accounting Firm						43
Ratification of Appointment of Independent Registered Public Accounting Firm - Item 3						44

STOCK OWNERSHIP						45
Principal Shareholders						45
Security Ownership of Director Nominees and Named Executive Officers						46


RELATED PERSON TRANSACTIONS						47


APPROVAL OF AMENDMENTS TO THE COMPANY’S RESTATED ARTICLES OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS						48
Approval Of Amendments To The Company’s Restated Articles Of Incorporation To Eliminate The Supermajority Voting Requirement For Business Combinations With Interested Persons - Item 4						49
Approval Of Amendments To The Company’s Restated Articles Of Incorporation To Eliminate The Supermajority Voting Requirement To Remove Directors For Cause - Item 5						50
Approval Of 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 - Item 6						51
SHAREHOLDER PROPOSALS						52
Shareholder Proposal Regarding Special Shareholder Meeting Improvement - Item 7						52
Shareholder Proposal Regarding a Report on Political Contributions - Item 8						55

INFORMATION ABOUT THE ANNUAL MEETING						57
General Information						57
Proposals for Next Year						59
Other Matters						59

QUESTIONS						60


Gerald S. Adolph
Age: 68
Director Since: 2006
Independent Director
Board Committees: - Compensation Committee (Chair) - Nominating and Corporate Governance Committee


Background: Gerald S. Adolph was a Senior Partner with Booz Allen Hamilton (later changed to Booz & Company), a consulting firm, from 1981 to 2016. Mr. Adolph held numerous positions at Booz & Company, including Worldwide Chemicals Practice Leader, Worldwide Consumer and Health Practice Leader and Global Mergers and Restructuring Practice Leader. He also served on the Booz Allen Hamilton board of directors from 1994 to 1997.

Qualifications and Key Skills: The Board believes that Mr. Adolph's consulting experience, giving him insight into various corporate governance and business management issues, as well as his status as an independent director, makes his service on the Board integral to Cintas.


John F. Barrett
Age: 73
Director Since: 2012
Independent Director
Board Committees: - Audit Committee - Nominating and Corporate Governance Committee


Background: John F. Barrett is the Chairman, President and Chief Executive Officer of Western & Southern Financial Group, a Cincinnati-based diversified family of financial services companies. He has been Chief Executive Officer since 1994. He served as a director of Convergys Corporation from 1998 to 2016, The Fifth Third Bancorp and its subsidiary, The Fifth Third Bank, from 1988 to 2009, The Andersons, Inc. from 1992 to 2008 and Cincinnati Bell Inc. from 1992 to 1998.

Qualifications and Key Skills: The Board believes that Mr. Barrett's principal executive officer experience and service as a director of other publicly-traded companies, which have provided him with a deep understanding of business matters, his broad financial acumen and his status as an independent director, make his service on the Board valuable to Cintas.


Melanie W. Barstad
Age: 69
Director Since: 2011
Independent Director
Board Committees: - Compensation Committee - Nominating and Corporate Governance Committee


Background: Melanie W. Barstad was with the Johnson & Johnson Family of Companies, a diversified global provider of consumer products, prescription medicines and medical devices, for 23 years, retiring in 2009 as President of Women's Health in the Medical Device and Diagnostics Division. She served as a management board member on numerous Johnson & Johnson operating company boards from 1997 to 2009, including Johnson & Johnson Health Care Systems, Ethicon Endo Surgery and Johnson & Johnson Medical. Ms. Barstad also served as co-chair of the Johnson & Johnson Women's Leadership Initiative and served on the Auburn University Foundation Board of Directors from 2008 to 2016, where she chaired the Directorship Committee and served on the Executive Committee. She was recognized in 2018 by the Auburn University Alumni Association receiving the Auburn University Lifetime Achievement Award. Ms. Barstad was honored in 2019 by Women Inc. as one of the 2019 Most Influential Corporate Board Directors. She has also been included in the Agenda Compensation 100 listing and has been listed in Europe's Global Board Ready Women's Initiative.

Qualifications and Key Skills: The Board believes that Ms. Barstad's experience running complex, enterprise-wide global businesses as a line executive and as a management board member and her status as an independent director, makes her service on the Board valuable to Cintas.


Karen L. Carnahan
Age: 68
Director Since: 2019
Independent Director
Board Committees: - Audit Committee (financial expert under SEC guidelines) - Nominating and Corporate Governance Committee


Background: Karen L. Carnahan was an employee-partner of Cintas for more than 30 years, where she served at an executive level for more than 20 years, including the roles of Vice President and Treasurer, Vice President of Corporate Development and President and Chief Operating Officer of Cintas' document management division. In 2014, Ms. Carnahan joined Shred-it International Inc. (Shred-it) as chief operating officer when Cintas' document management business merged with Shred-it, from which she then retired in 2015. Ms. Carnahan is on the Board of Trustees of Touchstone Investments (a member of Western & Southern Financial Group) and is a member of the Board of Directors of the Boys & Girls Club of West Chester/Liberty. In addition, Ms. Carnahan has received several prestigious awards including being named a Woman of Excellence by the West Chester, Ohio Chamber Alliance in 2007, a Greater Cincinnati YWCA Career Woman of Achievement in 2009 and received the Ohio Diversity Council's Glass Ceiling Award in 2013.

Qualifications and Key Skills: The Board believes that Ms. Carnahan's understanding of Cintas through her many years as a trusted employee-partner at Cintas, her status as an independent director and the fact that she is an "audit committee financial expert" under SEC guidelines, make her service on the Board beneficial to Cintas.


Robert E. Coletti
Age: 65
Director Since: 2016
Board Committees: - Executive Committee - Audit committee financial expert under SEC guidelines


Background: Robert E. Coletti has served as a retired partner emeritus of the law firm of Keating Muething & Klekamp PLL (KMK). Mr. Coletti joined KMK in 1982, where he became a partner in 1988 and a senior partner in 2016, with a practice concentrated in the corporate, securities and financing areas. Mr. Coletti currently serves on the Board of Directors of The Everglades Foundation and Gilligan Oil Company. Mr. Coletti served on the Miami University Board of Trustees from 2014 to 2021. He was a Trustee of the Miami University Foundation from 2006 to 2012, where he also served as Chairman of the Board from 2010 to 2012.

Qualifications and Key Skills: The Board believes that Mr. Coletti's knowledge of Cintas, gained through his many years of advising Cintas and his legal expertise surrounding complicated business matters, make his service on the Board valuable to Cintas.


Board Diversity Matrix (As of August 31, 2022)
Total Number of Directors:	9

Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	2	7	0	0

Part II: Demographic Background
African American or Black	0	1	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	2	6	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0	0	0	0
Did Not Disclose Demographic Background	0	0	0	0


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	Option Awards(2) ($)	Total ($)

Gerald S. Adolph	100,000	72,755	72,576	245,331
John F. Barrett	97,500	72,755	72,576	242,831
Melanie W. Barstad	96,500	72,755	72,576	241,831
Karen L. Carnahan	97,500	72,755	72,576	242,831
Robert E. Coletti	85,000	72,755	72,576	230,331
Joseph Scaminace	121,500	72,755	72,576	266,831
Ronald W. Tysoe	107,000	72,755	72,576	252,331


Name	Shares of Restricted Stock Outstanding (#)	Options Outstanding (#)

Gerald S. Adolph	169	18,302
John F. Barrett	169	18,302
Melanie W. Barstad	169	15,291
Karen L. Carnahan	169	3,963
Robert E. Coletti	169	10,846
Joseph Scaminace	169	10,347
Ronald W. Tysoe	169	18,302


Name	Base Salary		(Decrease) Increase vs. the Prior Fiscal Year
Todd M. Schneider	$	1,000,000	56.6%
Scott D. Farmer	$	500,000	(56.4)%
J. Michael Hansen	$	616,980	15.6%
Michael L. Thompson	$	560,952	16.7%
D. Brock Denton	$	500,000	N/A(1)


Scott D. Farmer
Age: 63
Director Since: 1994
Board Committees: - Executive Committee


Background: Scott D. Farmer joined Cintas in 1981. He has held the positions of Vice President – National Account Division, Vice President – Marketing and Merchandising, Rental Division Group Vice President and Chief Operating Officer. He was elected Chief Executive Officer in July 2003. Mr. Farmer was appointed Chairman of the Board in September 2016, and upon his retirement as Chief Executive Officer, effective May 31, 2021, he was appointed Executive Chairman of the Board.

Qualifications and Key Skills: The Board believes that Mr. Farmer's breadth of knowledge and experience in the areas of marketing, business development and corporate strategy, as well as his familiarity with all aspects of Cintas' business, render his service on the Board extremely beneficial to Cintas.


Joseph Scaminace
Age: 69
Director Since: 2010
Independent Director
Board Committees: - Compensation Committee - Nominating and Corporate Governance Committee (Chair) - Executive Committee (Chair)


Background: Joseph Scaminace is designated as Lead Director of the Cintas Board of Directors. Mr. Scaminace was Chairman, President and Chief Executive Officer of Vectra Corporation (formerly OM Group, Inc.), a diversified industrial growth company, from 2005 until his retirement in 2015. Prior to joining Vectra Corporation, Mr. Scaminace was the President and Chief Operating Officer of The Sherwin-Williams Company, a paint and coatings company, where he had worked in various capacities since 1983. He is a member of the Board of Trustees of The Cleveland Clinic. Mr. Scaminace is also a Director of Parker Hannifin Corporation.

Qualifications and Key Skills: The Board believes that Mr. Scaminace's principal executive officer experience and service as a director of another publicly-traded company, which have provided him insight into high-level corporate governance and executive compensation matters, as well as his independent director status, make him an integral member of Cintas' Board.


Background: Todd M. Schneider joined Cintas in 1989. He has held various positions within Cintas, including several management positions. He was Vice President of Sales of the Midwest/South Central Region Rental Division and President and Chief Operating Officer of the former Document Management Division. He served as Senior Vice President of Sales of the Rental Division until June 2013, when he was appointed President & Chief Operating Officer of the Rental Division. In July 2018, Mr. Schneider was appointed Executive Vice President and Chief Operating Officer where he was responsible for marketing and operations. Effective June 1, 2021, upon the retirement of Scott D. Farmer, Mr. Schneider was appointed President and Chief Executive Officer of Cintas.

Qualifications and Key Skills: The Board believes Mr. Schneider's extensive knowledge of Cintas through his various management and leadership roles makes his service on the Board extremely beneficial to Cintas.


Ronald W. Tysoe
Age: 69
Director Since: 2008
Independent Director
Board Committees: - Audit Committee (Chair) (financial expert under SEC guidelines) - Nominating and Corporate Governance Committee


Background: Ronald W. Tysoe served as Vice Chairman of Federated Department Stores, Inc. (now known as Macy's Inc.), a clothing and home furnishings company, from April 1990 to October 2006. Mr. Tysoe has previously served as a director of Taubman Centers, Inc. from 2007 to 2020, J. C. Penney Company, Inc. from 2013 to 2020, Canadian Imperial Bank of Commerce from 2004 to 2019, Pzena Investment Management Inc. from 2008 until 2013 and Scripps Networks Interactive, Inc. from 2008 to 2018.

Qualifications and Key Skills: The Board believes that Mr. Tysoe's service as a Vice Chairman of another publicly-traded company, his independent director status and the fact that he is an "audit committee financial expert" under SEC guidelines, given his understanding of accounting and financial reporting, disclosures and controls, make his Board service extremely beneficial to Cintas.


Director	Nominating and Corporate Governance Committee	Audit Committee	Compensation Committee
Gerald S. Adolph	X		Chair
John F. Barrett	X	X
Melanie W. Barstad	X		X
Karen L. Carnahan(1)	X	X
Robert E. Coletti
Scott D. Farmer
Joseph Scaminace	Chair		X
Todd M. Schneider
Ronald W. Tysoe(1)	X	Chair

Meetings in fiscal 2022	2	8	2


Cash Compensation Element			Cash Compensation Program for Fiscal 2022 ($)

Annual retainer			85,000
Nominating and Corporate Governance Committee chair			25,000
Audit Committee chair			22,000
Audit Committee member			12,500
Compensation Committee chair			15,000
Compensation Committee member			11,500


Name			Current Title
Todd M. Schneider(1)			President and Chief Executive Officer
Scott D. Farmer(1)			Executive Chairman of the Board
J. Michael Hansen(2)			Executive Vice President and Chief Financial Officer
Michael L. Thompson(2)			Executive Vice President and Chief Administrative Officer
D. Brock Denton(2)			Senior Vice President, General Counsel and Secretary


Name	Annual Cash Incentive Target		EPS Component	Sales Growth Component	Non-Financial Component

Todd M. Schneider	$	1,000,000	42.50%	42.50%	15.00%
Scott D. Farmer	$	500,000	42.50%	42.50%	15.00%


EPS Component Level of Achievement	EPS Goals	Annual Cash Incentive Payout

Below Threshold	<$9.79	0%
Threshold	$9.79	25%
Target	$10.31	100%
Maximum	$11.03	200%


Sales Growth Component Level of Achievement	Sales Growth Goals (% Growth Over Prior Fiscal Year)	Annual Cash Incentive Payout

Below Threshold	<5.74%	0%
Threshold	5.74%	25%
Target	7.24%	100%
Maximum	10.24%	200%


Non-Financial Component Level of Achievement			Annual Cash Incentive Payout
Does Not Meet Goals			0%
Meets Most Goals			25%
Meets Goals			100%


Name	Annual Cash Incentive Target		EPS Component	Individual Performance Component
J. Michael Hansen	$	457,772	50%	50%
Michael L. Thompson	$	445,942	50%	50%
D. Brock Denton	$	238,500	50%	50%


Individual Performance Component Level of Achievement			Annual Cash Incentive Payout
Does Not Meet Goals			0%
Meets Most Goals			50%
Meets Goals			100%
Exceeds Goals			150%
Outstanding Achievement			200%


EPS Component Level of Achievement	EPS Goals	Equity Award

Below Threshold	<$9.79	0%
Threshold	$9.79	50%
Target	$10.31	100%
Maximum	$11.03	200%


Officer			Minimum Ownership Requirement (Multiple of Base Salary)

Chief Executive Officer			6x
All other executives			3x


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards(1) ($)	Option Awards(1) ($)	Non-Equity Incentive Plan Compen- sation(2) ($)	All Other Compen- sation(3) ($)	Total ($)
Todd M. Schneider	2022	1,000,000	—	4,316,592	506,307	1,850,000	104,201	7,777,100
President and Chief Executive Officer	2021	638,703	—	1,176,207	676,531	1,110,486	139,808	3,741,735
	2020	709,670	—	1,069,202	607,671	—	99,964	2,486,507
Scott D. Farmer	2022	500,000	—	2,073,717	—	925,000	407,029	3,905,746
Executive Chairman of the Board	2021	1,145,772	—	5,058,293	—	2,073,561	757,767	9,035,393
	2020	1,273,080	—	4,814,270	—	—	611,170	6,698,520
J. Michael Hansen	2022	616,980	—	490,988	491,455	915,544	69,540	2,584,507
Executive Vice President and Chief Financial Officer	2021	533,925	—	705,661	405,882	732,919	110,929	2,489,316
	2020	593,250	—	641,469	364,573	—	104,949	1,704,241
Michael L. Thompson	2022	560,952	—	927,684	—	891,884	80,583	2,461,103
Executive Vice President and Chief Administrative Officer	2021	480,816	—	998,368	—	707,195	107,051	2,293,430
	2020	534,240	—	605,847	344,327	—	89,279	1,573,693
D. Brock Denton	2022	500,000	—	467,920	582,818	477,000	18,853	2,046,591
Senior Vice President, General Counsel and Secretary


		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Possible Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Under-lying Options (#)	Exercise or Base Price of Option Awards(6) ($/sh)	Grant Date Fair Value of Stock and Option Awards(7) ($)
Name	Grant Date	Thresh-old ($)	Target ($)	Maxi-mum ($)	Thresh-old (#)	Target (#)	Maxi-mum (#)
Todd M.	7/27/2021	—	—	—	—	—	—	—	6,179	388.86	506,307
Schneider(1)	7/27/2021	—	—	—	—	—	—	434	—	—	168,765
		0	1,000,000	1,850,000	—	—	—	—	—	—	—
	8/16/2021(3)	—	—	—	0	10,543	21,086	—	—	—	4,147,827
Scott D.		0	500,000	925,000	—	—	—	—	—	—	—
Farmer(1)	8/16/2021(3)	—	—	—	0	5,271	10,542	—	—	—	2,073,717
J. Michael		0	457,772	915,544	—	—	—	—	—	—	—
Hansen(2)	8/16/2021(4)	—	—	—	0	5,924	11,848	—	—	393.42	491,455
	8/16/2021(5)	—	—	—	0	1,248	2,496	—	—	—	490,988
Michael L.		0	445,942	891,884	—	—	—	—	—	—	—

Thompson(2)	8/16/2021(3)	—	—	—	0	2,358	4,716	—	—	—	927,684
D. Brock		0	238,500	477,000	—	—	—	—	—	—	—
Denton(2)	8/16/2021(4)	—	—	—	0	4,966	9,932	—	—	393.42	411,979
	8/16/2021(5)	—	—	—	0	1,046	2,092	—	—	—	411,517
	8/27/2021	—	—	—	—	—	—	—	2,045	391.69	170,839
	8/27/2021	—	—	—	—	—	—	144	—	—	56,403

SEC Form DEF 14A filed by Cintas Corporation