[8-K] CINTAS CORP Reports Material Event

Rhea-AI Filing Summary

Cintas Corporation reported results of its 2025 Annual Meeting. Shareholders elected all director nominees, with support ranging from 329,266,100 to 342,749,858 votes “For,” depending on the nominee.

Investors approved the advisory vote on executive compensation with 330,468,757 “For,” 17,948,211 “Against,” and 682,774 “Abstain,” alongside 18,894,457 broker non‑votes. Shareholders also ratified Ernst & Young LLP as independent auditor for fiscal 2026, with 347,180,490 “For,” 20,554,869 “Against,” and 258,840 “Abstain.”

A shareholder proposal to allow shareholders to call special meetings did not pass, receiving 157,690,015 “For,” 190,386,157 “Against,” and 1,023,570 “Abstain,” with 18,894,457 broker non‑votes.

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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

FAQ

What did CTAS shareholders decide at the 2025 Annual Meeting?

All director nominees were elected, say‑on‑pay was approved, the auditor was ratified, and a proposal on special meeting rights did not pass.

How did CTAS vote on executive compensation (say‑on‑pay)?

Votes were 330,468,757 “For,” 17,948,211 “Against,” 682,774 “Abstain,” with 18,894,457 broker non‑votes.

Which auditor did CTAS shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP with 347,180,490 “For,” 20,554,869 “Against,” and 258,840 “Abstain.”

Did CTAS shareholders approve the special meeting rights proposal?

No. The vote was 157,690,015 “For,” 190,386,157 “Against,” 1,023,570 “Abstain,” with 18,894,457 broker non‑votes.

Were all CTAS director nominees elected?

Yes. Each nominee received a majority of votes “For,” led by Todd M. Schneider with 342,749,858 votes “For.”

What is the CTAS trading symbol and exchange?

CTAS trades on the NASDAQ Global Select Market under the symbol CTAS.