Cintas amends bylaws to align with SEC universal proxy rules

CINTAS CORP

Board approved bylaw amendments effective April 9, 2024.
New disclosure requirements for shareholder director nominations, including info on nominator and nominees.
Shareholders must represent intent to solicit proxies for 67% voting power and evidence of Rule 14a-19 compliance.
Non-compliant shareholders will have their proxies and votes disregarded for their nominees.
Proxy cards must be non-white for shareholders soliciting proxies; meeting adjournment rules clarified.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CINTAS CORP: Amended Bylaws to clarify and implement procedural and disclosure requirements for shareholder director nominations under universal proxy rules, and updates to meeting procedures (effective 2024-04-09).

Change: bylaw amendment
Effective: 2024-04-09

Exact text from the filing

On April 9, 2024, the Board of Directors (the Board) of Cintas Corporation (the Company) approved amendments (the Amendments) to the Amended and Restated By-Laws of the Company (as amended, the Bylaws), effective immediately. The Amendments, among other things, clarify and implement certain procedural and disclosure requirements for the Company’s shareholders proposing director nominations for consideration at the Company’s annual or special meetings of shareholders in light of the “universal proxy” rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (Rule 14a-19).

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Source: SEC EDGAR

accession 0000723254-24-000024

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