8-K – 2025-10-31 – ctas-20251028.htm

ctas-20251028 0000723254 FALSE 0000723254 2025-10-28 2025-10-28

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 Corp oration
(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