--- schema_version: "secwatch.filing_event.v1" accession: "0000723254-22-000034" form_type: "8-K" ticker: "CTAS" cik: "0000723254" company_name: "CINTAS CORP" filed_at: "2022-10-27T23:59:59+00:00" generated_at: "2026-06-23T00:24:42.093012+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Cintas shareholders approve most governance amendments, reject supermajority removal for business combinations ## Summary - All 9 director nominees elected with at least 89% votes for; Todd M. Schneider received 98.3%. - Advisory say-on-pay approved with 97.3% of votes cast in favor. - Ratification of Ernst & Young as auditor passed with 96.7% of votes cast. - Elimination of supermajority for removing directors and for mergers approved; elimination for business combinations with interested persons failed (67.9% for, but needed 80% vote). - Shareholder proposals on special meeting improvement and political contributions report both failed with <49% support. ## SEC filing metadata - accession: 0000723254-22-000034 - form_type: 8-K - ticker: CTAS - cik: 0000723254 - company_name: CINTAS CORP - filed_at: 2022-10-27T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/723254/000072325422000034/0000723254-22-000034-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/723254/000072325422000034/ctas-20221025.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000723254-22-000034 - JSON: https://secwatch.observer/filing/0000723254-22-000034.json - Plain text: https://secwatch.observer/filing/0000723254-22-000034.txt ## Key facts - Shareholder Votes CINTAS CORP shareholders approved 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 at the 2022-10-25 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2022-10-25 source text: The shareholders approved the 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. The voting results were as follows: For Against Abstain Broker Non-Votes 59,570,986 27,463,354 2,358,115 4,280,139 evidence_url: https://www.sec.gov/Archives/edgar/data/723254/000072325422000034/0000723254-22-000034-index.htm - Shareholder Votes CINTAS CORP shareholders rejected Amendments to the Company's Restated Articles of Incorporation to eliminate the supermajority voting requirement for business combinations with interested persons at the 2022-10-25 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2022-10-25 source text: The shareholders did not approve the amendments to the Company's Restated Articles of Incorporation to eliminate the supermajority voting requirement for business combinations with interested persons. The voting results were as follows: For Against Abstain Broker Non-Votes 59,567,925 27,470,406 2,354,124 4,280,139 evidence_url: https://www.sec.gov/Archives/edgar/data/723254/000072325422000034/0000723254-22-000034-index.htm - Shareholder Votes CINTAS CORP shareholders approved Amendments to the Company's Restated Articles of Incorporation to eliminate the supermajority voting requirement to remove directors for cause at the 2022-10-25 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2022-10-25 source text: The shareholders approved the amendments to the Company's Restated Articles of Incorporation to eliminate the supermajority voting requirement to remove directors for cause. The voting results were as follows: For Against Abstain Broker Non-Votes 59,612,413 27,431,931 2,348,111 4,280,139 evidence_url: https://www.sec.gov/Archives/edgar/data/723254/000072325422000034/0000723254-22-000034-index.htm - Shareholder Votes CINTAS CORP shareholders rejected Shareholder proposal regarding a special shareholder meeting improvement at the 2022-10-25 meeting. - Outcome: failed - Meeting: 2022-10-25 source text: The shareholders did not approve the shareholder proposal regarding a special shareholder meeting improvement. The voting results were as follows: For Against Abstain Broker Non-Votes 43,095,773 46,246,945 49,737 4,280,139 evidence_url: https://www.sec.gov/Archives/edgar/data/723254/000072325422000034/0000723254-22-000034-index.htm - Shareholder Votes CINTAS CORP shareholders approved Advisory resolution on named executive officer compensation at the 2022-10-25 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2022-10-25 source text: The shareholders approved an advisory resolution on named executive officer compensation. The voting results were as follows: For Against Abstain Broker Non-Votes 86,957,212 2,381,013 54,230 4,280,139 evidence_url: https://www.sec.gov/Archives/edgar/data/723254/000072325422000034/0000723254-22-000034-index.htm - Shareholder Votes CINTAS CORP shareholders approved Election of Directors at the 2022-10-25 meeting. - Proposal: director election - Outcome: passed - Meeting: 2022-10-25 source text: 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 Gerald S. Adolph 81,623,870 7,729,780 38,805 4,280,139 John F. Barrett 85,614,398 3,735,166 42,891 4,280,139 Melanie W. Barstad 85,707,143 3,652,239 33,073 4,280,139 Karen L. Carnahan 83,516,124 5,847,180 29,151 4,280,139 Robert E. Coletti 84,718,963 4,638,610 34,882 4,280,139 Scott D. Farmer 83,661,299 5,702,320 28,836 4,280,139 Joseph Scaminace 82,439,325 6,025,792 927,338 4,280,139 Todd M. Schneider 87,874,086 1,485,702 32,667 4,280,139 Ronald W. Tysoe 84,402,632 4,955,024 34,799 4,280,139 evidence_url: https://www.sec.gov/Archives/edgar/data/723254/000072325422000034/0000723254-22-000034-index.htm - Shareholder Votes CINTAS CORP shareholders rejected Shareholder proposal regarding a report on political contributions at the 2022-10-25 meeting. - Outcome: failed - Meeting: 2022-10-25 source text: The shareholders did not approve the shareholder proposal regarding a report on political contributions. The voting results were as follows: For Against Abstain Broker Non-Votes 40,625,410 48,658,547 108,498 4,280,139 evidence_url: https://www.sec.gov/Archives/edgar/data/723254/000072325422000034/0000723254-22-000034-index.htm - Shareholder Votes CINTAS CORP shareholders approved Ratification of the selection of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for fiscal 2023 at the 2022-10-25 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2022-10-25 source text: The shareholders approved the ratification of the selection of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for fiscal 2023. The voting results were as follows: For Against Abstain 90,571,109 3,082,565 18,920 evidence_url: https://www.sec.gov/Archives/edgar/data/723254/000072325422000034/0000723254-22-000034-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.