Cintas shareholders approve Delaware reincorporation

The reincorporation proposal received 350,354,401 votes for and 520,454 against; shareholders rejected the majority-voting proposal.

Available on EDGAR 10/30/2026 - 09:29 AM EDT Accepted by SEC EDGAR 10/30/2026 - 09:29 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Cintas Corporation reported that shareholders at its October 27, 2026 annual meeting elected Beverly K. Carmichael, Karen L. Carnahan, Robert E. Coletti, Scott D. Farmer, Martin Mucci, Joseph Scaminace, Todd M. Schneider and Ronald W. Tysoe as directors. Shareholders also approved an advisory resolution on named executive officer compensation and ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2027.

Shareholders approved a proposal regarding reincorporation from Washington to Delaware, with 350,354,401 votes for, 520,454 against and 1,156,473 abstentions. They did not approve a shareholder proposal supporting governance by majority voting; it received 152,641,198 votes for and 198,003,078 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for reincorporation proposal: 350,354,401 votes Votes against reincorporation proposal: 520,454 votes Votes for majority-voting proposal: 152,641,198 votes +1 more

4 metrics

Votes for reincorporation proposal 350,354,401 votes Proposal regarding reincorporation from Washington to Delaware

Votes against reincorporation proposal 520,454 votes Proposal regarding reincorporation from Washington to Delaware

Votes for majority-voting proposal 152,641,198 votes Shareholder proposal supporting governance by majority voting

Votes against majority-voting proposal 198,003,078 votes Shareholder proposal supporting governance by majority voting

Key Terms

Broker Non-Votes, advisory resolution, reincorporation, independent registered public accounting firm

4 terms

Broker Non-Votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory resolution regulatory

"approved an advisory resolution on named executive officer compensation"

An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.

reincorporation regulatory

"reincorporation of the Corporation from the State of Washington to the State of Delaware"

independent registered public accounting firm financial

"as the Corporation’s independent registered public accounting firm for fiscal 2027"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Did CTAS shareholders approve reincorporation to Delaware?

Yes. Shareholders approved the proposal regarding reincorporation from Washington to Delaware, with 350,354,401 votes for, 520,454 against and 1,156,473 abstentions.

Did CTAS shareholders approve the majority-voting proposal?

No. Shareholders did not approve the proposal supporting governance by majority voting; it received 152,641,198 votes for and 198,003,078 against, with 1,387,052 abstentions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0000723254FALSE00007232542026-10-272026-10-27

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 27, 2026

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 27, 2026, Cintas Corporation (the Corporation) held its 2026 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
Beverly K. Carmichael						340,101,155						11,614,190						315,983						17,196,153
Karen L. Carnahan						339,532,556						12,195,137						303,635						17,196,153
Robert E. Coletti						326,382,847						25,477,816						170,665						17,196,153
Scott D. Farmer						338,953,839						12,931,489						146,000						17,196,153
Martin Mucci						339,274,216						12,592,564						164,548						17,196,153
Joseph Scaminace						311,973,244						39,884,795						173,289						17,196,153
Todd M. Schneider						346,799,709						5,072,144						159,475						17,196,153
Ronald W. Tysoe						331,380,116						20,470,355						180,857						17,196,153

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
336,738,910						15,045,083						247,335						17,196,153

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 2027. The voting results were as follows:

For						Against						Abstain
348,654,615						20,409,796						163,070

Item No. 4: 

The shareholders approved the proposal regarding the reincorporation of the Corporation from the State of Washington to the State of Delaware. The voting results were as follows:

For						Against						Abstain						Broker Non-Votes
350,354,401						520,454						1,156,473						17,196,153

Item No. 5: 

The shareholders did not approve the shareholder proposal regarding support for governance by majority voting. The voting results were as follows:

For						Against						Abstain						Broker Non-Votes
152,641,198						198,003,078						1,387,052						17,196,153

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 30, 2026

By:

/s/ Scott A. Garula

Scott A. Garula

Executive Vice President and Chief Financial Officer

Filing Exhibits & Attachments

3 documents

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