ctas-20250915

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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☑						Definitive Proxy Statement
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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)

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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 28, 2025, 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/CTAS2025. You will not be able to attend the Annual Meeting in person.

We have designed our virtual format to enhance, rather than constrain, shareholder 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 September 2, 2025. 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 2025 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 2025 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 16, 2025


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF CINTAS CORPORATION



Time:						11:30 a.m., Eastern Daylight Time
Date:						October 28, 2025
Place:						Online at www.virtualshareholdermeeting.com/CTAS2025
Access:						Visit www.virtualshareholdermeeting.com/CTAS2025. 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 2026;
						4. To vote on a shareholder proposal regarding support for shareholder ability to call for a special shareholder meeting, if properly presented;


						5. To conduct other business, if properly raised.

Only shareholders of record on September 2, 2025, 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 16, 2025.

The vote of each shareholder is important. Whether or not you plan to virtually attend the 2025 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.

Brock Denton_Cintas July 2022_257 copy 2.jpg

D. Brock Denton

Senior Vice President,

Secretary and General Counsel

September 16, 2025

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held on October 28, 2025

The Notice of Annual Meeting, 2025 Proxy Statement, the Company's 2025 Annual

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


LETTER FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dear Cintas Shareholder:

Fiscal 2025 was another year of continued success and progress for Cintas, marked by strong organic revenue and earnings growth and all-time highs in gross margin and operating margin. These achievements reflect the strength and resilience of our business model, the depth of our customer relationships, the dedication of our employee-partners and the impact of our distinctive corporate culture.

Cintas generated record-breaking revenue of $10.34 billion for the fiscal year, representing 8% organic growth over the prior year and strong performance across all business segments. Diluted earnings per share (EPS) increased 16.1% to $4.40 from $3.79 in fiscal 20241. For the 54th time in the last 56 years, we grew in both revenue and profit – a testament to the enduring strength of the Cintas value proposition.

Our success is rooted in a clear strategy - to help businesses get Ready for the Workday® by providing essential products and services that enhance their image, safety, cleanliness and compliance. Cintas remains focused on expanding our reach to the millions of businesses across North America that are not yet customers, while deepening our relationships with the many businesses we already serve. To advance this strategy, we are committed to making critical investments to enhance the customer experience, empower our employee-partners to succeed and drive long-term value for our shareholders.

•Enhancing Customer Value and Operational Excellence – Cintas is committed to strengthening our offerings by anticipating and responding to both existing and prospective customers’ evolving needs. A key driver of our progress is ongoing investment in technology and operational excellence. For example, our investment in the SAP system, SmartTruck platform and auto-sortation systems in our plants is transforming how we serve customers and support our teams. These technologies help enable us to provide faster, more consistent service and allow our employee-partners to spend more time with customers and less time on the road – aligning our resources where they have the greatest impact. With these improvements, we can better identify the next best product for our existing customers and identify the products that will resonate most with prospective customers.

•Empowering Our Employee-Partners – Our employee-partners are the backbone of our success, and we believe investing in their growth and well-being is critical to our long-term performance. This philosophy traces back to our founder, Dick Farmer, who believed in the importance of each employee-partner having ownership in the company to share collectively in that success. Today, we are proud that all of our employee-partners with more than 1,000 hours of service are shareholders, and the Board of Directors’ decision last year to authorize a Stock Split has further increased ownership accessibility to our employee-partners and all investors. Stock ownership, coupled with our Partners' Plan – a comprehensive retirement program – fosters a culture of ownership in the company, ensuring that our employee-partners share in our collective success. We also continue to provide modern tools, comprehensive training and leadership development opportunities, including investments in management trainees and selling resources, to help our team members thrive and build rewarding careers at Cintas.

•Disciplined and Balanced Capital Allocation – We continue to deploy capital across all of our strategic priorities, including:

◦Reinvesting in our business to drive organic growth and expand margins;

◦Investing in merger and acquisition activity that adds new customers, which enables us to broaden our offerings, potentially adding capacity and delivering compelling synergies; and

◦Returning capital to shareholders through dividends and share repurchases.

This balanced strategy, combined with our ongoing commitment to operational efficiency and innovation, positions Cintas to capitalize on future growth opportunities and deliver sustainable value to all stakeholders.

1 On May 2, 2024, the Company announced a four-for-one split of its common stock (the Stock Split), in the form of a stock dividend. Shareholders of record, as of September 4, 2024, received three additional common stock shares for each common stock share held, which were distributed after market close on September 11, 2024. The Company's common stock shares began trading on a post Stock Split basis after the market opening on September 12, 2024. All references made to common stock shares, equity awards, common stock per share amounts and treasury stock shares in this Proxy Statement have been retroactively adjusted to reflect the effects of the Stock Split.

Cintas continues to gain recognition for our efforts and success. In 2025, we were recognized as one of Forbes’ America’s Most Trusted Companies and ranked on Newsweek’s lists of America’s Greatest Workplaces and Most Responsible Companies. We were again named to the prestigious Fortune 500 list for the eighth year in a row – it is an honor to be recognized among the most successful and respected companies.

As we move forward into fiscal 2026, we believe our culture of continuous improvement, delivery of superior products and services and disciplined execution will continue to drive sustained growth and value creation for all of our stakeholders.

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

Todd Schneider_Cintas July 2022_264 copy 2.jpg

Todd M. Schneider

President and Chief Executive Officer


TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS						8
Election of Directors - Item 1						8
Corporate Governance						14
Board's Roles and Responsibilities						14
Leadership Structure						14
Risk Oversight						15

Corporate Culture and Strategy						15
Board Committees and Meetings						16
Nominating and Corporate Governance Committee						16
Audit Committee						17
Compensation Committee						17
Nonemployee Director Compensation						19
Director Compensation Table						20
Stock Ownership Guidelines, Insider Trading Policy 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						25
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
Equity Grant Practices						31
Compensation Risk Determination						31
Tax Considerations of Our Executive Compensation Program						31
Summary Compensation Table						32
Grants of Plan-Based Awards Table						33
Outstanding Equity Awards Table						35
Option Exercises and Stock Vested Table						36
Nonqualified Deferred Compensation						37
Potential Payments Upon Termination, Retirement or Change in Control						38
CEO Pay Ratio						41
Pay Versus Performance						42
Approval, on an Advisory Basis, of Named Executive Officer Compensation - Item 2						47

AUDIT COMMITTEE MATTERS						48
Audit Committee Report						48
Fees to Independent Registered Public Accounting Firm						49
Ratification of Appointment of Independent Registered Public Accounting Firm - Item 3						50


STOCK OWNERSHIP						51
Principal Shareholders						51
Security Ownership of Director Nominees and Named Executive Officers						52


RELATED PERSON TRANSACTIONS						53

SHAREHOLDER PROPOSALS						54

Shareholder Proposal Regarding Support for Shareholder Ability to Call for a Special Shareholder Meeting - Item 4						54


INFORMATION ABOUT THE ANNUAL MEETING						56
General Information						56
Proposals for Next Year						58

QUESTIONS						60


Melanie W. Barstad
Age: 72
Director Since: 2011
Independent Director
Board Committees: - Compensation Committee - Nominating and Corporate Governance Committee


Beverly K. Carmichael
Age: 66
Director Since: 2024
Independent Director
Board Committees: - Compensation Committee - Nominating and Corporate Governance Committee


Karen L. Carnahan
Age: 71
Director Since: 2019
Independent Director
Board Committees: - Audit Committee (financial expert under SEC guidelines) - Nominating and Corporate Governance Committee


Robert E. Coletti
Age: 68
Director Since: 2016
Board Committees: - Executive Committee


Scott D. Farmer
Age: 66
Director Since: 1994
Board Committees: - Executive Committee


Martin Mucci
Age: 65
Director Since: 2023
Independent Director
Board Committees: - Audit Committee (financial expert under SEC guidelines) - Nominating and Corporate Governance Committee


Joseph Scaminace
Age: 72
Director Since: 2010
Independent Director
Board Committees: - Compensation Committee - Nominating and Corporate Governance Committee (Chair) - Executive Committee (Chair)


Ronald W. Tysoe
Age: 72
Director Since: 2008
Independent Director
Board Committees: - Audit Committee (Chair) (financial expert under SEC guidelines) - Nominating and Corporate Governance Committee


Director	Nominating and Corporate Governance Committee	Audit Committee	Compensation Committee
Melanie W. Barstad	X		Chair
Beverly Carmichael	X		X
Karen L. Carnahan(1)	X	X
Robert E. Coletti
Scott D. Farmer
Martin Mucci(1)	X	X
Joseph Scaminace	Chair		X
Todd M. Schneider
Ronald W. Tysoe(1)	X	Chair

Meetings in fiscal 2025	3	7	3


Cash Compensation Element									Cash Compensation Program for Fiscal 2025 ($)


Annual retainer									100,000
Nominating and Corporate Governance Committee chair									35,000
Audit Committee chair									35,000
Audit Committee member									15,000
Compensation Committee chair									27,500
Compensation Committee member									12,500


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

Melanie W. Barstad	120,000	85,011	85,043	290,054
Beverly K. Carmichael	109,375	85,011	85,043	279,429
Karen L. Carnahan	115,000	85,011	85,043	285,054
Robert E. Coletti	100,000	85,011	85,043	270,054
Martin Mucci	115,000	85,011	85,043	285,054
Joseph Scaminace	147,500	85,011	85,043	317,554
Ronald W. Tysoe	135,000	85,011	85,043	305,054


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

Melanie W. Barstad	409	47,865
Beverly K. Carmichael	409	2,869
Karen L. Carnahan	409	22,329
Robert E. Coletti	409	49,861
Martin Mucci	409	5,021
Joseph Scaminace	409	37,317
Ronald W. Tysoe	409	47,865


Name	Base Salary		Increase vs. the Prior Fiscal Year

Todd M. Schneider	$	1,114,074	3.5%

J. Michael Hansen	$	687,361	3.5%
James N. Rozakis	$	675,338	3.5%
D. Brock Denton	$	559,728	4.0%


Name	Target Annual Cash Incentive Target		EPS Component	Sales Growth Component	Non-Financial Component	Increase in Target Award vs. the Prior Fiscal Year

Todd M. Schneider	$	1,671,111	42.5%	42.5%	15.0%	15.0%

James N. Rozakis	$	894,799	42.5%	42.5%	15.0%	29.4%


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)			Former Executive Vice President and Chief Financial Officer
James N. Rozakis(3)			Executive Vice President and Chief Operating Officer
D. Brock Denton(3)			Senior Vice President, Secretary and General Counsel


EPS Component Level of Achievement	EPS Goals	Annual Cash Incentive Payout

Below Threshold	<$3.91	0%
Threshold	$3.91	25%
Target	$4.12	100%
Maximum	$4.41	200%


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

Below Threshold	<5.6%	0%
Threshold	5.6%	25%
Target	7.1%	100%
Maximum	10.1%	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	Increase in Target Award vs. the Prior Fiscal Year

J. Michael Hansen	$	655,769	50%	50%	3.5%
D. Brock Denton	$	444,988	50%	50%	4.0%


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%


Name	Annual Long-Term Equity Incentive Target Award		EPS Component	Sales Growth Component

Todd M. Schneider	$	5,589,531	50%	50%
Scott D. Farmer	$	—	—	—
J. Michael Hansen	$	1,652,944	50%	50%
James N. Rozakis	$	1,652,856	50%	50%
D. Brock Denton	$	1,102,005	50%	50%


EPS Component Level of Achievement	EPS Goals	Equity Award

Below Threshold	<$3.91	0%
Threshold	$3.91	50%
Target	$4.12	100%
Maximum	$4.41	200%


Officer			Minimum Ownership Requirement (Multiple of Base Salary)

Chief Executive Officer			6x
All other continuing executive officers			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	2025	1,114,074	—	5,589,531	—	2,510,725	35,346	9,249,676
President and Chief Executive Officer	2024	1,076,400	—	5,083,041	—	2,369,161	268,872	8,797,474
	2023	1,040,000	—	4,442,984	—	1,924,000	163,272	7,570,256
Scott D. Farmer	2025	750,000	—	187,329	—	—	57,624	994,953
Executive Chairman of the Board	2024	500,000	—	1,904,797	—	815,187	328,649	3,548,633
	2023	500,000	—	2,220,614	—	925,000	338,772	3,984,386
J. Michael Hansen	2025	687,361	—	1,652,944	—	1,068,463	26,007	3,434,775
Former Executive Vice President and Chief Financial Officer	2024	664,117	—	1,509,471	—	1,184,729	81,028	3,439,345
	2023	641,659	—	1,054,111	—	952,198	65,446	2,713,414
James N. Rozakis	2025	675,338	—	826,472	826,384	1,344,372	34,100	3,706,666
Executive Vice President and Chief Operating Officer	2024	652,500	—	867,228	1,091,912	1,127,647	153,867	3,893,154

D. Brock Denton	2025	559,728	—	551,045	550,960	755,316	33,454	2,450,503
Senior Vice President, General Counsel and Secretary	2024	538,200	—	503,320	502,910	853,577	52,328	2,450,335
	2023	520,000	—	442,103	564,102	496,080	36,807	2,059,092


		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 (#)	Exercise or Base Price of Option Awards(7) ($/sh)	Grant Date Fair Value of Stock and Option Awards(8) ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold ($)	Target (#)	Maximum (#)
Todd M.		0	1,671,111	3,091,555	—	—	—	—	—	—
Schneider(1)	8/15/2024(4)	—	—	—	0	29,122	58,244	—	—	5,589,531
Scott D.		—	—	—	—	—	—	—	—	—
Farmer(2)	8/15/2024(4)	—	—	—	—	—	—	976	—	187,329
J. Michael		0	655,769	1,311,538	—	—	—	—	—	—
Hansen(3)	8/15/2024(4)	—	—	—	0	8,612	17,224	—	—	1,652,944
James N.		0	894,799	1,655,378	—	—	—	—	—	—
Rozakis(1)	8/15/2024(5)	—	—	—	0	14,660	29,320	—	191.935	826,384
	8/15/2024(6)	—	—	—	0	4,306	8,612	—	—	826,472
D. Brock		0	444,988	889,976	—	—	—	—	—	—
Denton(3)	8/15/2024(5)	—	—	—	0	9,774	19,548	—	191.935	550,960
	8/15/2024(6)	—	—	—	0	2,871	5,742	—	—	551,045


	Option Awards(1)					Stock Awards(2)
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)
Todd M.	7/28/2020	—	16,448	73.39	7/28/2030
Schneider	7/27/2021	—	55,012	97.22	7/27/2031
	7/27/2021	—	16,480	97.22	7/27/2031
	—					284,130	64,355,445
Scott D.
Farmer	—					110,760	25,087,140
J. Michael	7/31/2018	18,304	—	51.12	7/31/2028
Hansen	7/23/2019	66,560	—	65.20	7/23/2029
	7/28/2020	19,736	9,868	73.39	7/28/2030
	7/27/2021	15,608	31,224	97.22	7/27/2031
	7/26/2022	—	47,392	99.46	7/26/2032
	—					65,999	14,948,774
James N.	5/29/2020	6,920	—	61.99	5/29/2030
Rozakis	7/28/2020	—	8,272	73.39	7/28/2030
	7/27/2021	—	33,800	97.22	7/27/2031
	7/26/2022	—	41,656	99.46	7/26/2032
	8/10/2023	—	41,616	122.54	8/10/2033
	8/10/2023	—	9,544	122.54	8/10/2033
	8/12/2024	—	37,284	189.91	8/12/2034
	8/11/2025	—	23,326	223.88	8/11/2035
	—					35,732	8,093,298
D. Brock	8/27/2021	2,724	5,456	97.93	8/27/2031
Denton	7/26/2022	—	39,728	99.46	7/26/2032
	8/10/2023	—	39,736	122.54	8/10/2033
	8/12/2024	—	28,472	189.91	8/12/2034
	8/11/2025	—	15,552	223.88	8/11/2035
	—					29,205	6,614,933


Vesting Date	Todd M. Schneider	Scott D. Farmer	J. Michael Hansen	James N. Rozakis	D. Brock Denton











7/26/2025	84,344	42,168	9,984	8,776	8,368
8/10/2026	80,960	40,464	19,208	9,348	8,048
8/12/2027	72,476	27,152	23,104	10,756	8,220
8/11/2028	46,350	976	13,703	6,852	4,569


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise(1) ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting(2) ($)
Todd M. Schneider	85,364	9,460,289	29,240	5,565,761
Scott D. Farmer	—	—	119,568	22,759,470
J. Michael Hansen	—	—	15,608	2,970,944
James N. Rozakis	48,312	5,509,757	16,900	3,216,873
D. Brock Denton	—	—	576	115,141


Name	Executive Contributions in Last Fiscal Year(1) ($)	Aggregate Earnings in Last Fiscal Year(2) ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at May 31, 2025(3) ($)
Todd M. Schneider	—	385,009	—	5,489,751
Scott D. Farmer	—	2,151,289	—	18,634,849
J. Michael Hansen	—	99,521	—	1,128,999

SEC Form DEF 14A filed by Cintas Corporation