Cintas makes available, free of charge on its website, all of its filings that are made electronically with the Securities and Exchange Commission (SEC), including Forms 10-K, 10-Q and 8-K. These filings are also available on the SEC's website (www.sec.gov). To access these filings, go to our website (www.cintas.com) and select About Us - Investors - Financial Reports. Copies of Cintas' Annual Report on Form 10-K for the fiscal year ended ~~May 31, 2017, including financial statements and schedules thereto, filed with the SEC, are also available without charge to shareholders upon written request addressed to:~~

~~Thomas E. Frooman~~

~~Senior Vice President, Secretary and General Counsel~~

~~6800 Cintas Boulevard~~

~~P.O. Box 625737~~

~~Cincinnati, Ohio 45262-5737~~

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CORPORATE GOVERNANCE MATTERS

~~Cintas Corporation~~

~~6800 Cintas Boulevard~~

~~Cincinnati, Ohio 45262~~

~~PROXY~~

~~STATEMENT~~

~~ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON~~ ~~OCTOBER 17, 2017~~

~~General Information~~

This proxy statement and accompanying proxy, mailed or provided online, is furnished in connection with the solicitation by the Board of Directors (the "Board") of Cintas Corporation, a Washington corporation ("we", "Cintas" or "the Company"), of proxies to be used at the Annual Meeting of shareholders of Cintas to be held on ~~October 17, 2017~~, which we refer to as the Annual Meeting, and at any adjournment or postponement thereof. Cintas will bear the costs of this solicitation. The Notice Regarding the Availability of Proxy Materials (the "Notice") and, for those shareholders who requested paper copies, this proxy statement and accompanying proxy, were first mailed to our shareholders on or about ~~September 7, 2017~~.

~~Who may vote~~

Shareholders of Cintas, recorded in our stock register on August 18, 2017, may vote at the Annual Meeting. As of that date, Cintas had 108,039,783 shares of common stock outstanding, including 1,895,478 outstanding shares of restricted stock. Each share is entitled to one vote on each matter submitted to the shareholders at the Annual Meeting.

~~How to vote~~

You may vote in person at the Annual Meeting or by proxy. You may also vote by Internet or telephone using one of the methods described in the proxy card. We recommend you vote by proxy, Internet or telephone even if you plan to attend the Annual Meeting. If you vote by Internet or telephone, please do not return the proxy card. If voting by mail, please complete, sign and date your proxy card enclosed with these proxy materials. If desired, you can change your vote at the Annual Meeting.

~~How proxies work~~

Cintas' Board is asking for your proxy. Giving us your proxy means you authorize us to vote your shares at the Annual Meeting in the manner you direct. You may vote for all, some or none of our director nominees. You may also vote for or against the other proposals or abstain from voting.

All proxies properly signed will, unless a different choice is indicated, be voted "FOR" the election of all nominees proposed by the Nominating and Corporate Governance Committee, "FOR" the resolution approving the compensation of our named executive officers,"EVERY YEAR" on the advisory vote on the frequency of shareholder votes on our named executive officer compensation and "FOR" the ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2018.

You may receive more than one proxy or voting card depending on how you hold your shares. Shares registered in your name are covered by one card. If you hold shares through someone else, such as a stockbroker or bank, you may get material from them asking how you want to vote. Specifically, if your shares are held in the name of your stockbroker or bank and you wish to vote in person at the meeting, you should request your stockbroker or bank to issue you a proxy covering your shares.

~~If any other matters come before the meeting or any postponement or adjournment, each proxy will be voted in the discretion of the individuals named as proxies on the card.~~

~~Revoking a proxy~~

You may revoke your proxy at any time before the vote is taken by submitting a new proxy with a later date, by voting via the Internet or by telephone at a later time, by voting in person at the meeting or by notifying Cintas' Secretary in writing at the address under "Questions?" on page 41.

~~Quorum~~

In order to carry on the business of the Annual Meeting, we must have a quorum. This means at least a majority of the outstanding shares eligible to vote must be represented at the Annual Meeting, either by proxy or in person.

~~Votes needed~~

The nine nominees receiving the most votes will be elected as members of the Board subject to a resignation policy in our Bylaws that applies to any nominee who does not receive a majority of the votes cast. See "Election of Directors" on page 3. Approval of Proposals 2 and 4 requires the affirmative vote of the majority of the votes cast on each proposal. With respect to Proposal 3, the option receiving the greatest number of votes (every year, every two years or every three years) will be considered the frequency recommended by our shareholders. However, because this vote is advisory and not binding on the Board or the Company in any way, the Board may decide that it is in the best interests of our shareholders and our Company to hold an advisory vote on executive compensation more or less frequently than the option recommended by our shareholders. Approval of all other matters considered at the meeting, including postponement or adjournment, will require the affirmative vote of a majority of the votes cast.

Abstentions (including abstentions with respect to one or more nominees) and broker nonvotes count for quorum purposes, but not for voting purposes. Broker nonvotes occur when a broker returns a proxy, but does not have authority to vote on a particular proposal.

Banks or brokers holding shares for beneficial owners must vote those shares as instructed. If the bank or broker has not received instructions from you, the beneficial owner, the bank or broker generally has discretionary voting power only with respect to the ratification of appointment of the independent registered public accounting firm. A bank or broker does not have discretion to cast votes with respect to Proposal 1, 2 or 3 unless it has received voting instructions from the beneficial owner of the shares. It is therefore important that you provide instructions to your bank or broker if your shares are held by such a bank or broker so that your votes with respect to these Proposals are counted. Abstentions and broker nonvotes will have no effect on Proposals 1, 2 or 3 and abstentions will have no effect on Proposal 4. Because Proposal 4 is a "routine" matter, there will be no broker nonvotes on this Proposal.

~~Attending in person~~

~~Only shareholders, their proxy holders and Cintas' guests, each of which must be properly registered as described in the Notice, may attend the meeting.~~

ELECTION OF DIRECTORS

(Item 1 on the Proxy Card)

The Nominating and Corporate Governance Committee of the Board has nominated for election the following ~~individuals, namely:~~individuals: Gerald S. Adolph, John F. Barrett, Melanie W. Barstad, Karen L. Carnahan, Robert E. Coletti, ~~Richard T. Farmer,~~ Scott D. Farmer, ~~James J. Johnson,~~Martin Mucci, Joseph Scaminace, Todd M. Schneider and Ronald W. Tysoe. Proxies solicited by the Board will be voted for the election of these nominees if no direction is given. All directors elected at the Annual Meeting will be elected to hold office until the next Annual Meeting, with each director to serve until such director's successor is elected and qualified or until such director's earlier resignation or removal. In voting to elect directors, shareholders are not entitled to cumulate their votes.

In accordance with NASDAQ Stock Market, LLC (NASDAQ) rules, our Board affirmatively determines the independence of each director and nominee for election as a director in accordance with the elements of independence set forth in the NASDAQ listing standards and rules promulgated under the Securities Exchange Act of ~~1934.~~1934 (Exchange Act). Cintas' director independence standards, incorporated in the Corporate Governance Guidelines, are available on our website at www.cintas.com, under About Us – ~~Investors~~Investor Relations – Corporate Governance. Based on these standards, the Board determined that each of the following nonemployee directors is independent: Gerald S. Adolph, John F. Barrett, Melanie W. Barstad, ~~James J. Johnson,~~Karen L. Carnahan, Martin Mucci, Joseph Scaminace and Ronald W. Tysoe. Our Audit, Compensation and Nominating and Corporate Governance Committees are composed solely of independent directors. All directors are elected for one-year terms. Information on each of our nominees is given below.

An uncontested election is one in which the number of nominees does not exceed the number of directors to be elected. In an uncontested election, like this election, our Bylaws require that any nominee who does not receive a majority of the votes cast with respect to such nominee must promptly offer his or her resignation to the Board. The Nominating and Corporate Governance Committee will take the matter under advisement and make a recommendation to the Board on whether to accept or reject the resignation or whether other action should be taken. The Board has 90 days following certification of the shareholder vote to consider the offer of resignation. Within such 90-day period, the Board will promptly disclose publicly its decision whether to accept the director's resignation offer.

If a director nominee becomes unavailable before the election, your proxy card authorizes us to vote for a replacement nominee if the Board names one.

~~Director Nominees~~The Board recommends you vote FOR each of the following nominees:

Gerald Adolph_Cintas July 2022_082 copy.jpg



~~The Board recommends you vote FOR each of the following nominees:~~
Gerald S. Adolph⁽¹⁾⁽²⁾ 63
Age: 69
~~Gerald S. Adolph was elected a~~ Director ~~of Cintas in 2006. He is the Chairman of the~~Since: 2006
Independent Director
Board Committees: - Compensation Committee. Mr. Adolph was a Principal with PWC Strategy& (formerly Booz & Company), a consulting firm, from 1981 to 2017. Mr. Adolph held numerous leadership positions at Booz & Company, including Worldwide Chemicals Practice Leader, Worldwide ConsumerCommittee (Chair) - Nominating and Health Practice Leader and Global Mergers and Restructuring Practice Leader. He also served on the Booz Allen Hamilton board of directors from 1994 to 1997. The Board believes that Mr. Adolph's consulting experience, giving him insight into various corporate governance and business management issues, as well as his status as an independent director, make his service on the Board integral to Cintas.Corporate Governance Committee

Background: Gerald S. Adolph was a Senior Partner with Booz Allen Hamilton (later changed to Booz & Company), a consulting firm, from 1981 to 2016. Mr. Adolph held numerous positions at Booz & Company, including Worldwide Chemicals Practice Leader, Worldwide Consumer and Health Practice Leader and Global Mergers and Restructuring Practice Leader. He also served on the Booz Allen Hamilton board of directors from 1994 to 1997.

Qualifications and Key Skills: The Board believes that Mr. Adolph's consulting experience, giving him insight into various corporate governance and business management issues, as well as his status as an independent director, makes his service on the Board integral to Cintas.

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John Barrett_Cintas July 2022_032 copy.jpg

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John F. Barrett⁽²⁾⁽⁴⁾ 68				John F. Barrett was elected a Director of Cintas in 2012. Mr. Barrett is the Chairman, President and Chief Executive Officer of Western & Southern Financial Group, a Cincinnati-based diversified family of financial services companies. He has been Chief Executive Officer since 1994. He served as a director of Convergys Corporation from 1998 to 2016, The Fifth Third Bancorp and its subsidiary, The Fifth Third Bank, from 1988 to 2009, The Andersons, Inc. from 1992 to 2008 and Cincinnati Bell Inc. from 1992 to 1998. The Board believes that Mr. Barrett's principal executive officer experience and service as a director of other publicly-traded companies, which have provided him with a deep understanding of business matters, his broad financial acumen and his status as an independent director, makes his service on the Board valuable to Cintas.
~~Melanie W. Barstad~~⁽¹⁾⁽²⁾ 64				Melanie W. Barstad was elected a Director of Cintas in 2011. Ms. Barstad was with the Johnson & Johnson Family of Companies, a diversified global provider of consumer products, prescription medicines and medical devices, for 23 years, retiring in 2009 as President of Women's Health in the Medical Device and Diagnostics Division. She served as a management board member on numerous Johnson & Johnson operating company boards including Johnson & Johnson Health Care Systems, Ethicon Endo Surgery and Johnson & Johnson Medical from 1997 to 2009. Ms. Barstad also served as co-chair of the Johnson & Johnson Women's Leadership Initiative. Ms. Barstad served on the Auburn University Foundation Board of Directors from 200 to 2016 where she chaired the Directorship Committee and served on the Executive Committee. She has also been included in the ~~Agenda~~ Compensation 100 listing and is listed in Europe's Global Board Ready Women's Initiative. Ms. Barstad has earned the National Association of Corporate Directors Board Leadership Fellow credentials for the years 2014 to 2016. The Board believes that Ms. Barstad's experience running complex, enterprise-wide global businesses as a line executive and as a management board member and her status as an independent director, makes her service on the Board valuable to Cintas. Age: 74
~~Robert E. Coletti~~⁽³⁾ 60				~~Robert E. Coletti was elected a~~ Director ~~of Cintas in 2016. Mr. Coletti has been a partner at the law firm of Keating Muething & Klekamp (KMK) since 1988~~Since: 2012
Independent Director
Board Committees: - Audit Committee - Nominating and a senior partner since 2016, with a practice concentrated in the corporate, securities and financing areas. Mr. Coletti has been serving on the Miami University Board of Trustees since 2014. He was a Trustee of the Miami University Foundation from 2006 to 2012, where he also served as Chairman of the Board from 2010 to 2012. The Board believes that Mr. Coletti's knowledge of Cintas, gained through his many years of advising Cintas and his legal expertise surrounding complicated business matters, makes his service on the Board valuable to Cintas. Corporate Governance Committee

Background: John F. Barrett is the Chairman, President and Chief Executive Officer of Western & Southern Financial Group, a Cincinnati-based diversified family of financial services companies. He has been Chief Executive Officer since 1994. He served as a director of Convergys Corporation from 1998 to 2016, The Fifth Third Bancorp and its subsidiary, The Fifth Third Bank, from 1988 to 2009, The Andersons, Inc. from 1992 to 2008 and Cincinnati Bell Inc. from 1992 to 1998.

Qualifications and Key Skills: The Board believes that Mr. Barrett's principal executive officer experience and service as a director of other publicly-traded companies, which have provided him with a deep understanding of business matters, his broad financial acumen and his status as an independent director, make his service on the Board valuable to Cintas.

Melanie Barstad_Cintas July 2022_058.jpg



~~Richard T. Farmer~~ 82		Richard T. Farmer is the founder of Cintas and has served as Chairman Emeritus of the Board since 2009. He served as Chairman of the Board of Cintas and its predecessor companies from 1968 to 2009. Prior to the founding of Cintas, Mr. Farmer worked with his family owned company, which Cintas acquired in the early 1970s. Prior to August 1, 1995, Mr. Farmer also served as Cintas' Chief Executive Officer. The Board believes that Mr. Farmer, as the founder of Cintas, possesses unparalleled experience in, and insight into, all aspects of Cintas' business, which he is able to contribute to the Board through his position as Chairman Emeritus of the Board.Melanie W. Barstad
~~Scott D. Farmer~~⁽³⁾ 58		Scott D. Farmer joined Cintas in 1981. He has held the positions of Vice President – National Account Division, Vice President – Marketing and Merchandising, Rental Division Group Vice President and Chief Operating Officer. In 1994, he was elected to the Board. He was elected Chief Executive Officer in July 2003. Mr. Farmer was appointed Chairman of the Board in September 2016. The Board believes that Mr. Farmer's breadth of knowledge and experience in the areas of marketing, business development and corporate strategy, as well as his familiarity with all aspects of Cintas' business, renders his service on the Board extremely beneficial to Cintas.Age: 70
~~James J. Johnson~~⁽²⁾⁽⁴⁾ 70		~~James J. Johnson was elected a~~ Director of Cintas in 2009. Mr. Johnson was with The Procter & Gamble Company, a manufacturer and marketer of consumer products, for 35 years, retiring in June 2008 as Chief Legal Officer. The Board believes that Mr. Johnson's experience with the myriad of legal issues surrounding a publicly-traded company and his status as an independent director renders his service on the Board invaluable to Cintas.Since: 2011
~~Joseph Scaminace~~^(1)(2)(3) 64 Independent Director
	~~Joseph Scaminace was elected a Director of Cintas in 2010. He is designated as Lead Director of the Cintas~~ Board ~~of Directors and is Chairman of the Executive~~Committees: - Compensation Committee ~~and the~~ - Nominating and Corporate Governance Committee. Mr. Scaminace was Chairman, President and CEO of Vectra Corporation (formerly OM Group, Inc.), a diversified industrial growth company, from 2005 until his retirement in 2015. Prior to joining Vectra Corporation, Mr. Scaminace was the President and Chief Operating Officer of The Sherwin-Williams Company, a paint and coatings company, where he had worked in various capacities since 1983. He is a member of the Board of Trustees of The Cleveland Clinic. Mr. Scaminace is also a Director of Parker Hannifin Corporation. The Board believes that Mr. Scaminace's principal executive officer experience and service as a director of another publicly-traded company, which have provided him insight into high-level corporate governance and executive compensation matters, as well as his independent director status, make him an integral member of Cintas' Board.Committee

Background: Melanie W. Barstad was with the Johnson & Johnson Family of Companies, a diversified global provider of consumer products, prescription medicines and medical devices, for 23 years, retiring in 2009 as President of Women's Health in the Medical Device and Diagnostics Division. She served as a management board member on numerous Johnson & Johnson operating company boards from 1997 to 2009, including Johnson & Johnson Health Care Systems, Ethicon Endo Surgery and Johnson & Johnson Medical. Ms. Barstad also served as co-chair of the Johnson & Johnson Women's Leadership Initiative and served on the Auburn University Foundation Board of Directors from 2008 to 2016, where she chaired the Directorship Committee and served on the Executive Committee. She was recognized in 2018 by the Auburn University Alumni Association receiving the Auburn University Lifetime Achievement Award. Ms. Barstad was honored in 2019 by Women Inc. as one of the 2019 Most Influential Corporate Board Directors. She has also been included in the Agenda Compensation 100 listing.

Qualifications and Key Skills: The Board believes that Ms. Barstad's experience running complex, enterprise-wide global businesses as a line executive and as a management board member and her status as an independent director, makes her service on the Board valuable to Cintas.

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Karen Carnahan_Cintas July 2022_015 copy.jpg

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~~Ronald W. Tysoe~~⁽²⁾⁽⁴⁾ 64 Karen L. Carnahan
Age: 69
~~Ronald W. Tysoe was elected a~~ Director ~~of Cintas in 2008. He is the Chairman of the~~Since: 2019
Independent Director
Board Committees: - Audit Committee. He served as Vice Chairman of Federated Department Stores, Inc. (now known as Macy's Inc.), a clothing and home furnishings company, from April 1990 to October 2006. Mr. Tysoe is also a Director of Canadian Imperial Bank of Commerce, Scripps Networks Interactive, Inc., Taubman Centers, Inc. and J. C. Penney Company, Inc. He previously served as a director of Pzena Investment Management Inc. from 2008 until 2013. The Board believes that Mr. Tysoe's service as a Vice Chairman of another publicly-traded company, his independent director status and the fact that he is an "audit committee financial expert"Committee (financial expert under SEC ~~guidelines, given his understanding of accounting and financial reporting, disclosures and controls, make his Board service extremely beneficial to Cintas.~~

~~Richard T. Farmer is the father of Scott D. Farmer and father-in-law of Robert E. Coletti.~~

~~Scott D. Farmer is the brother-in-law of Robert E. Coletti.~~


⁽¹⁾	~~Member of the Compensation Committee of the Board.~~


⁽²⁾	~~Member of the~~guidelines) - Nominating and Corporate Governance Committee ~~of the Board.~~

Background: Karen L. Carnahan was an employee-partner of Cintas for more than 30 years, where she served at an executive level for more than 20 years, including the roles of Vice President and Treasurer, Vice President of Corporate Development and President and Chief Operating Officer of Cintas' document management division. In 2014, Ms. Carnahan joined Shred-it International Inc. (Shred-it) as chief operating officer when Cintas' document management business merged with Shred-it, from which she then retired in 2015. Ms. Carnahan is on the Board of Trustees of Touchstone Investments (a member of Western & Southern Financial Group). In addition, Ms. Carnahan has received several prestigious awards including being named a Woman of Excellence by the West Chester, Ohio Chamber Alliance in 2007, a Greater Cincinnati YWCA Career Woman of Achievement in 2009 and received the Ohio Diversity Council's Glass Ceiling Award in 2013.

Qualifications and Key Skills: The Board believes that Ms. Carnahan's understanding of Cintas through her many years as a trusted employee-partner at Cintas, her status as an independent director and the fact that she is an "audit committee financial expert" under SEC guidelines, make her service on the Board beneficial to Cintas.

Bob Coletti_Cintas July 2022_214 copy 2.jpg


⁽³⁾ Robert E. Coletti
~~Member of the~~Age: 66
Director Since: 2016
Board Committees: - Executive Committee ~~of the Board.~~

Background: Robert E. Coletti has served as a retired partner emeritus of the law firm of Keating Muething & Klekamp PLL (KMK). Mr. Coletti joined KMK in 1982, where he became a partner in 1988 and a senior partner in 2016, with a practice concentrated in the corporate, securities and financing areas. Mr. Coletti currently serves on the Board of Directors of The Everglades Foundation and Gilligan Oil Company. Mr. Coletti served on the Miami University Board of Trustees from 2014 to 2021. He was a Trustee of the Miami University Foundation from 2006 to 2012, where he also served as Chairman of the Board from 2010 to 2012.

Qualifications and Key Skills: The Board believes that Mr. Coletti's knowledge of Cintas, gained through his many years of advising Cintas and his legal expertise surrounding complicated business matters, make his service on the Board valuable to Cintas.

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⁽⁴⁾ Scott D. Farmer
~~Member~~Age: 64
Director Since: 1994
Board Committees: - Executive Committee

Background: Scott D. Farmer joined Cintas in 1981. He has held the positions of Vice President – National Account Division, Vice President – Marketing and Merchandising, Rental Division Group Vice President and Chief Operating Officer. He was elected Chief Executive Officer in July 2003. Mr. Farmer was appointed Chairman of the Board in September 2016, and upon his retirement as Chief Executive Officer in May 2021, he was appointed Executive Chairman of the Board.

Qualifications and Key Skills: The Board believes that Mr. Farmer's breadth of knowledge and experience in the areas of marketing, business development and corporate strategy, as well as his familiarity with all aspects of Cintas' business, render his service on the Board extremely beneficial to Cintas.


Martin Mucci
Age: 63
Director Since: 2023
Independent Director
Board Committees: - Audit Committee ~~of the Board.~~ (financial expert under SEC guidelines) - Nominating and Corporate Governance Committee

Background: Martin Mucci was appointed a Director of Cintas in fiscal 2023. Mr. Mucci served as Chief Executive Officer of Paychex, Inc. (Paychex), a human capital services company, from September 2010 to October 2022, which he originally joined in 2002 as Senior Vice President, Operations. Prior to joining Paychex, Mr. Mucci had a 20-year career with Frontier Communications of Rochester, a telecommunications company, where he held various senior level positions, including President of Telephone Operations and President and Chief Executive Officer of Frontier Telephone of Rochester. He currently serves as the Chairman of the Board of Paychex and is also a board member of NCR Corporation.

Qualifications and Key Skills: The Board believes that Mr. Mucci’s senior leadership in digital transformation, customer experience and corporate financial matters for publicly traded companies, as well as his independent director status and that the fact that he is an “audit committee financial expert” under SEC guidelines, makes his service on the Board extremely beneficial to Cintas.

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Joseph Scaminace
Age: 70
Director Since: 2010
Independent Director
Board Committees: - Compensation Committee - Nominating and Corporate Governance Committee (Chair) - Executive Committee (Chair)

Background: Joseph Scaminace is designated as Lead Director of the Cintas Board of Directors. Mr. Scaminace was Chairman, President and Chief Executive Officer of Vectra Corporation (formerly OM Group, Inc.), a diversified industrial growth company, from 2005 until his retirement in 2015. Prior to joining Vectra Corporation, Mr. Scaminace was the President and Chief Operating Officer of The Sherwin-Williams Company, a paint and coatings company, where he had worked in various capacities since 1983. He is a member of the Board of Trustees of The Cleveland Clinic. Mr. Scaminace is also a director of Parker Hannifin Corporation.

Qualifications and Key Skills: The Board believes that Mr. Scaminace's principal executive officer experience and service as a director of another publicly-traded company, which have provided him insight into high-level corporate governance and executive compensation matters, as well as his independent director status, make him an integral member of Cintas' Board.

Todd Schneider_Cintas July 2022_264 copy 2.jpg


Todd M. Schneider
Age: 56
Director Since: 2021

Background: Todd M. Schneider joined Cintas in 1989. He has held various positions within Cintas, including several management positions. He was Vice President of Sales of the Midwest/South Central Region Rental Division and President and Chief Operating Officer of the former Document Management Division. He served as Senior Vice President of Sales of the Rental Division until June 2013, when he was appointed President & Chief Operating Officer of the Rental Division. In July 2018, Mr. Schneider was appointed Executive Vice President and Chief Operating Officer responsible for operations and marketing. In June 2021, Mr. Schneider was appointed President and Chief Executive Officer of Cintas.

Qualifications and Key Skills: The Board believes Mr. Schneider's extensive knowledge of Cintas through his various management and leadership roles makes his service on the Board extremely beneficial to Cintas.

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Ronald W. Tysoe
Age: 70
Director Since: 2008
Independent Director
Board Committees: - Audit Committee (Chair) (financial expert under SEC guidelines) - Nominating and Corporate Governance Committee

Background: Ronald W. Tysoe served as Vice Chairman of Federated Department Stores, Inc. (now known as Macy's Inc.), a clothing and home furnishings company, from April 1990 to October 2006. Mr. Tysoe has previously served as a director of Taubman Centers, Inc. from 2007 to 2020, J. C. Penney Company, Inc. from 2013 to 2020, Canadian Imperial Bank of Commerce from 2004 to 2019, Pzena Investment Management Inc. from 2008 until 2013 and Scripps Networks Interactive, Inc. from 2008 to 2018.

Qualifications and Key Skills: The Board believes that Mr. Tysoe's service as a Vice Chairman of another publicly-traded company, his independent director status and the fact that he is an "audit committee financial expert" under SEC guidelines, given his understanding of accounting and financial reporting, disclosures and controls, make his Board service extremely beneficial to Cintas.

BOARD DIVERSITY

We believe it is important that our Board is composed of individuals reflecting the diversity represented by our employees-partners, our customers and our communities. Our Nominating and Corporate Governance Committee takes into account, among other factors which it may deem appropriate, the judgment, skill, diversity, business experience and needs of the Board as its function relates to the business of Cintas when nominating directors.

Cintas is committed to diversity, equity and inclusion, and to attracting, hiring and retaining a diverse workforce that is representative of the communities we serve. This commitment extends to the diverse composition of the Board. As noted in the Board Diversity Matrix below, 20% of the current Board members self-identify as female, and 10% of the current Board members self-identify as African American or Black.

The Board Diversity Matrix set forth below reports self-identified diversity statistics for the Board prior to the Annual Meeting. Should each of the nominees for director under Item 1 be reelected to the Board at the Annual Meeting, the diversity statistics set forth below would remain the same after the completion of the Annual Meeting.


Board Diversity Matrix (As of August 31, 2023)
Total Number of Directors:	10

Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	2	8	0	0

Part II: Demographic Background
African American or Black	0	1	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	2	7	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0	0	0	0
Did Not Disclose Demographic Background	0	0	0	0

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CORPORATE GOVERNANCE

Cintas is a Washington corporation and, therefore, governed by the corporate laws of Washington. Since its stock is publicly traded on the NASDAQ Global Select Market and it files reports with the SEC, it is also subject to the rules of NASDAQ, as well as various provisions of federal securities laws and the Sarbanes-Oxley Act of 2002 (SOX).

Governance of the Company is placed in the hands of the directors who, in turn, elect officers to manage the business operations. The Board oversees the management of Cintas on your behalf. It reviews Cintas' long-term strategic plans and exercises direct decision making authority in all major decisions, such as significant acquisitions, deconsolidations and the declaration of dividends. The Board also reviews financial and internal controls and management succession plans.

During fiscal 2017, the Board met on eight occasions, four of which were telephonic. In addition, the independent directors met in executive session on four occasions during fiscal 2017 without the presence of the non-independent director and management directors. The Lead Director presided over each session.

Cintas expects all directors to attend all regularly scheduled Board and shareholder meetings. All directors attended the 2016 Annual Meeting of Shareholders. Each of Cintas' directors attended all meetings of the Board and committees of which they were a member during fiscal 2017, except for Mr. Johnson who was unable to participate in two telephonic Board meetings.

Shareholders may communicate with the full Board or individual directors on matters concerning Cintas by mail or through our website. Such communication should be sent to the attention of the Secretary. Interested persons may communicate directly and confidentially with our non-management directors by writing to ~~Thomas E. Frooman,~~D. Brock Denton, 6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio 45262-5737. However, any such communications that are considered to be improper for submission to the intended recipients will not be provided to the directors. Examples of communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate, directly or indirectly, to Cintas' business or communications that relate to improper or irrelevant topics. In addition, please note that the Secretary will not forward communications that are spam, junk mail or mass mailings, resumes and other forms of job inquiries, surveys and business solicitations or advertisements.

The Board has adopted the Cintas Code of Conduct and Business Ethics applicable to officers, directors and employees. A copy of the Cintas Code of Conduct and Business Ethics is available on our website, www.cintas.com, under About Us. Cintas intends to post on its website within four business days after approval any amendments or waivers to the Code of Conduct and Business Ethics.

The directors have organized themselves into the committees described below to help carry out Board responsibilities. In particular, Board committees work on key issues in greater detail than would be possible at full Board meetings. Each committee reviews the results of its meetings with the full Board.BOARD'S ROLES AND RESPONSIBILITIES

The Executive Committee is composed of Joseph Scaminace (Chairman), Scott D. Farmer and Robert E. Coletti. The Executive Committee acts for the Board as required between Board meetings. This Committee had no meetings in fiscal 2017, but took two actions in writing.

Each of the Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee is composed entirely of independent, nonemployee directors, each of whom meets the relevant independence requirements established by NASDAQ and SOX that apply to their particular assignments.

~~Board~~ Leadership Structure

The Board is responsible for evaluating and determining Cintas' leadership structure. ~~Effective September 30, 2016,~~Currently, two separate individuals serve in the capacities of Executive Chairman and Chief Executive Officer (CEO), respectively. Mr. S.Scott D. Farmer was appointed Executive Chairman of the ~~Board.~~Board in 2021 upon his retirement as CEO, and Mr. ~~S. D.~~Todd M. Schneider transitioned to the position of President and CEO of the Company to replace Mr. Farmer in 2021. Mr. Schneider was also appointed to the Board in 2021.

Mr. Farmer had been Cintas' CEO since 2003 and Chairman of the Board since fiscal 2017. As Executive Chairman, Mr. Farmer is responsible for presiding over all meetings of the Board and shareholders, setting agendas for Board meetings and providing advice and counsel to Cintas' management regarding Cintas' business and operations. Mr. Schneider has been ~~Cintas' Chief Executive Officer (CEO)~~employed by Cintas since ~~2003. The~~1989, serving in various management and executive capacities. As CEO, Mr. Schneider is responsible for the general management, oversight, supervision and control of the business and affairs of Cintas, and ensuring that all actions and resolutions of the Board ~~has no policy~~are carried into effect. With their many years of experience with ~~respect to~~Cintas, the ~~separation of these offices. The~~ Board believes that Mr. Farmer and Mr. Schneider are uniquely qualified to be Cintas' Executive Chairman and CEO, respectively. We believe that this ~~issue~~leadership structure is ~~part of~~currently the ~~succession planning process and that it is in the best interests of the Company~~most appropriate for ~~the Board to consider it each time that it elects the CEO. The Board recognizes that~~Cintas.

~~there may be circumstances in the future that would lead it to separate these offices, but it believes that there is no reason to do so at this time.~~

In electing the Executive Chairman and appointing the CEO, the Board considers nominees' knowledge of and experience with Cintas and its corporate culture, general industry experience and other executive skills. Our Board recognizes that, depending on the circumstances, leadership models other than the current model might be appropriate. Our corporate governance guidelines provide that the Board selects the Executive Chairman of the Board in the manner that it determines to be in the best interests of Cintas' shareholders.

The Board believes that having Mr. S. D. Farmer serve as both Chairman and CEO provides the most optimal leadership model by enhancing Mr. S. D. Farmer's ability to provide clear insight and direction of business strategies and plans to both the Board and management, which facilitates the efficient and effective functioning of the Board and our Company. As both a director and officer, Mr. S. D. Farmer fulfills a valuable leadership role that the Board believes is essential to the continued success of the Company’s business operations at this time while providing unified leadership and focus. In the Board’s opinion, Mr. S. D. Farmer’s dual role enhances the Company’s ability to coordinate long-term strategic direction with important business opportunities at the operational level. His dual role also enhances his ability to provide insight and direction on important strategic initiatives impacting the Company and its shareholders to both management and the independent directors. With his many years of experience with Cintas, the board believes that Mr. S. D. Farmer is uniquely qualified to be Cintas' Chairman and CEO. We balance the current combined roles of Chairman and CEO by the appointment of a Lead Director. Notably, some governance commentators have concluded that there is no reason for a split in these roles when a counterbalance, such as a Lead Director, is present. Additionally, other commentators have noted that there is no evidence that separation of these roles improves company performance or shareholder returns.

The Board designates a nonemployee director to serve as the Lead Director to preside over meetings of independent directors, coordinate the activities of the other nonemployee directors, act as liaison among other directors, preside at Board meetings in the absence of the Executive Chairman and to perform such other duties and responsibilities as the Board may determine. The Board has designated Joseph Scaminace as the Lead Director.

~~The Board's Role in~~

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Risk Oversight

The entire Board, rather than a separate board committee, oversees Cintas' risk management process. Cintas relies on a comprehensive enterprise risk management (ERM) process to aggregate, monitor, measure and manage risks. The ERM approach is designed to enable the Board to establish a mutual understanding with management of the effectiveness of Cintas' risk management practices and capabilities, to review Cintas' risk exposure and to elevate certain key risks for discussion at the Board level as appropriate.

Our senior management is responsible for identifying, assessing and managing the ~~company's~~Company's exposure to risk, and we have established a risk committee which is responsible for overseeing and monitoring our risk strategy and chartering risk mitigation related actions. The risk committee is chaired by the President and CEO and has broad-based functional representation, including the Senior Counsel and Chief Compliance Officer and senior management from Cintas' ~~corporate~~internal audit, compliance, legal, operations, security and finance areas. The President and CEO is the only member of the Board on the risk committee.

The risk committee has scheduled quarterly meetings, which may or may not take place depending on the current needs. At its meetings, the risk committee discusses risks to Cintas' business (operational, financial and legal), the potential impact to the business and the probability of occurrence in order to determine the best solution and identify the need for resource allocation. This process includes evaluating management's preparedness to respond to the risk if realized. For example, during fiscal 2023, the Board continued and expanded upon its increased dialogue with management regarding the reputational, business and financial risks associated with the company's cyber security strategies and protocols.

One risk committee meeting annually focuses entirely on ERM. The risk profiles and current and future mitigating actions are discussed and refined during subsequent meetings with senior management and the President and CEO. Thereafter, the risk committee presents a comprehensive report to the Board in an interactive session during which the Board has the opportunity to further discuss the risk committee's assessments and conclusions.

Environmental, Social and Governance (ESG)

Cintas is committed to being a responsible corporate citizen and strives to incorporate ESG principles into the daily operations of its business. The Board oversees our strategic approach to sustainable long-term value creation consistent with our desire to protect the environment, enhance humanity (social) and be accountable (governance). The Board oversees ESG matters, including training and development, employee-partner health and wellness, diversity, equity and inclusion, and pay equity. The Board also oversees our principal operating, business and compliance and ethics risks, including environmental matters, responsible and ethical sourcing, cybersecurity and workplace conduct.

Our Board of Directors and management team value continuous engagement with Cintas shareholders. Shareholders provide information and viewpoints to assist us in making informed decisions, and we acknowledge that shareholders also desire communication for numerous benefits. Our Board and management engage with shareholders throughout the year in the Annual Shareholders Meeting, analyst conferences, non-deal roadshows, one-on-one investor meetings and other events. Topics of discussion include company performance, responses to changing market conditions, corporate strategy, management performance, executive compensation and capital allocation. Key areas of discussion with shareholders in the past year included our human capital management practices, including safety and diversity, and our commitment to sustainability including the issuance of our ESG report. We remain committed to engaging with our shareholders and look forward to the continuous dialogue.

We report ESG topics in our annual ESG Report, which has extensive information on specific ESG areas and is available on our website at www.cintas.com/company/esg. Our ESG Report is not, however, incorporated herein by reference.

Corporate Culture and Strategy

We believe that our culture at Cintas is just as essential as our products and services. Our culture influences the quality of the employee-partners we hire, the way we communicate and interact with our customers and each other and our performance standards. Our culture is the cornerstone, representing our values, our behaviors, our way of working and how we approach our business, which is strong relationships and a dedication to taking care of one another and our customers. We operate according to the Cintas Code of Conduct and Business Ethics, available on

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our website at www.cintas.com/company/esg, which mandates full compliance with applicable laws and regulations and helps to preserve the integrity of our Company. The Board has required the adoption of the Cintas Code of Conduct and Business Ethics by directors, officers (including our principal executive officer and principal financial officer) and employee-partners. Cintas intends to post on its website within four business days after approval any amendments or waivers to the Cintas Code of Conduct and Business Ethics.

The Board engages with management regarding the development of the Company’s corporate strategy by reviewing and approving the annual strategic plan, which presents key initiatives and strategies over the next five years. The Board is provided with regular updates on the Company’s performance against its strategic plan and the progress of strategic initiatives. These actions allow the Board to have an ongoing and open dialogue with management regarding corporate strategy and long-term value creation.

BOARD COMMITTEES AND MEETINGS

The directors have organized themselves into the following committees: the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee. These committees are described below and help carry out Board responsibilities. In particular, Board committees work on key issues in greater detail than would be possible at full Board meetings. Each committee reviews the results of its meetings with the full Board. Cintas expects all directors to attend all regularly scheduled Board, committee and shareholder meetings. All of the then presiding directors attended the 2022 Annual Meeting of Shareholders, except for Mr. Coletti, who was unable to attend. During fiscal 2023, the Board met on four occasions. Each of Cintas' presiding directors attended 75% or more of the meetings of the Board and committees of which they were a member during fiscal 2023. In addition, the independent directors met in executive session on four occasions during fiscal 2023 without the presence of the non-independent director and management directors. The Lead Director presided over each session.

Each of our three standing committees operates under a written charter approved by the Board. The charters of each of our standing committees are available in the Investor Relations section of our website at www.cintas.com, under About – Investor Relations – Corporate Governance.

The current composition of each Board committee is set forth below:


Director	Nominating and Corporate Governance Committee	Audit Committee	Compensation Committee
Gerald S. Adolph	X		Chair
John F. Barrett	X	X
Melanie W. Barstad	X		X
Karen L. Carnahan(1)	X	X
Robert E. Coletti
Scott D. Farmer
Martin Mucci(1)	X	X
Joseph Scaminace	Chair		X
Todd M. Schneider
Ronald W. Tysoe(1)	X	Chair

Meetings in fiscal 2023	3	8	3

___________

(1) Audit committee financial expert under SEC guidelines.

Cintas also has an Executive Committee, which is composed of Joseph Scaminace (Chairman), Scott D. Farmer and Robert E. Coletti. The Executive Committee acts for the Board as required between Board meetings. This Committee had no meetings in fiscal 2023, but did take several actions in writing.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is governed by a written charter adopted by the Board. The Nominating and Corporate Governance Committee is responsible for nominating persons for election as directors at each annual shareholders' meeting, making recommendations for filling any Board vacancies that may arise between meetings due to resignation or other factors and developing and recommending to the Board corporate governance policies and guidelines for Cintas. During fiscal 2023, Mr. Mucci was initially recommended to the Nominating and Corporate Governance Committee of the Board as a director nominee by a global executive search and leadership consulting firm that was engaged by Cintas to conduct a nationwide search to identify and retain a new director.

Cintas does not have a formal policy regarding diversity in determining director nominees. However, in nominating directors, the Nominating and Corporate Governance Committee takes into account, among other factors which it may deem appropriate, the judgment, skill, diversity, business experience and needs of the Board as its function relates to the business of Cintas. As set forth in our Corporate Governance Guidelines, the Company has committed that the initial list from which new independent director nominees are chosen will include qualified female and racially/ethnically diverse candidates. The Company values diverse perspectives and experiences when determining director nominees. The Nominating and Corporate Governance Committee will consider nominees recommended by security holders in written correspondence directed to the Secretary of Cintas. The Nominating and Corporate Governance Committee does not have specific minimum qualifications that must be met for a candidate to be nominated as a director and evaluates the qualifications of candidates properly submitted by shareholders on the same basis as those of other director candidates. However, in no event shall any nomination made by a shareholder be binding on Cintas unless it is made in strict accordance with Cintas' Bylaws as they may be amended from time to time. ~~A copy of the Nominating and Corporate Governance Committee Charter is available on our website, www.cintas.com, under About Us – Investors – Corporate Governance.~~

~~Committee members: Joseph Scaminace (Chairman), Gerald S. Adolph, John F. Barrett, Melanie W. Barstad, James J. Johnson and Ronald W. Tysoe.~~

~~Meetings last year: Two~~

Audit Committee

The Audit Committee is governed by a written charter adopted by the Board. ~~A copy~~Each of ~~the Audit Committee Charter is available on our website, www.cintas.com, under About Us – Investors – Corporate Governance.~~ Ronald W. Tysoe, ~~has~~Karen L. Carnahan and Martin Mucci have been designated as an Audit Committee financial expert by the Board, and the Board has determined that Mr. Tysoe, ~~satisfies~~Ms. Carnahan and Mr. Mucci satisfy the expertise and audit committee independence standards required by NASDAQ and the SEC.

The Audit Committee is solely responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The Audit Committee also evaluates information received from the independent registered public accounting firm and management to determine whether the registered public accounting firm is independent of management. The independent registered public accounting firm reports directly to the Audit Committee.

The Audit Committee is responsible for oversight of information security matters. The Chief Information Officer (CIO) provides quarterly updates to the Audit Committee on cyber security matters and annually provides a comprehensive update on the Company’s information security process. This includes status updates on new platforms/systems being implemented, IT Security/Governance (including the Company’s Security Maturity Level), status updates on information security standards and frameworks, such as the National Institute of Standards and Technology (NIST), any prevailing threats to the Company’s systems and IT countermeasures to mitigate the risks from cyber attacks. The Audit Committee monitors a robust information security training and compliance program that is completed annually, including the annual trainings on Information Security Awareness and Payment Card Industry Standards (PCI) Compliance. The Audit Committee oversees the information security insurance policy as well.

The Audit Committee has established procedures for the receipt, retention and treatment of complaints received by Cintas concerning accounting, internal accounting controls or auditing matters and has established procedures for the confidential and anonymous submission by ~~employees~~employee-partners of any concerns they may have regarding questionable accounting, auditing or financial matters.

The Audit Committee approves all audit and nonaudit services performed for Cintas by its independent registered public accounting firm prior to the time that those services are commenced. The Chairman also has the authority to approve these services between regularly scheduled meetings. In this event, the Chairman reports approvals made by him to the full Committee at each of its meetings. For these purposes, the Audit Committee, or its Chairman, is provided with information as to the nature, extent and purpose of each proposed service, as well as the approximate time frame and proposed cost arrangements for that service.

~~Committee members: Ronald W. Tysoe (Chairman), John F. Barrett and James J. Johnson.~~

~~Meetings last year: Nine (five of which were telephonic meetings)~~

~~AUDIT COMMITTEE REPORT~~

The Audit Committee oversees Cintas' financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls over financial reporting. As part of the oversight processes, the Audit Committee regularly meets with management of Cintas, Cintas' independent registered public accounting firm and Cintas' Director of Internal Audit. The Audit Committee regularly meets with each of these groups separately in closed sessions. Throughout the year, the Audit Committee had full access to management, the independent registered public accounting firm and internal auditors for Cintas. To fulfill its responsibilities, the Audit Committee did, among other things, the following:


~~(a)~~	~~reviewed and discussed Cintas' audited financial statements for fiscal~~ ~~2017~~ with Cintas' management and the independent registered public accounting firm, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements;


~~(b)~~	~~reviewed the quarterly earnings releases and reports on Form 10-K and Form 10-Q prior to release;~~


~~(c)~~	reviewed management's representations that the interim and audited financial statements were prepared in accordance with U.S. generally accepted accounting principles and fairly present the results of operations and financial position of Cintas;


~~(d)~~	~~reviewed and discussed with the independent registered public accounting firm the matters required by Public Company Accounting Oversight Board (PCAOB) Auditing Standard (AS) 1301,~~ ~~Communication with Audit Committee~~ ~~and SEC rules, including matters related to the conduct of the audit of Cintas' financial statements;~~


~~(e)~~	discussed with the independent registered public accounting firm the firm's independence from management and Cintas including the matters in the written disclosures and letter received from the independent registered public accounting firm as required by PCAOB Rule 3526, ~~Communication with Audit Committees Concerning Independence~~;

~~(f)~~

based on the reviews and discussions with management and the independent registered public accounting firm, the independent registered public accounting firm's disclosures to the Audit Committee, the representations of management and the report of the independent registered public accounting firm, recommended to the Board, which adopted the recommendation, that Cintas' audited annual financial statements be included in Cintas' Annual Report on Form 10-K for the fiscal year ended ~~May 31, 2017, for filing with the SEC;~~


~~(g)~~	~~reviewed all audit and nonaudit services performed for Cintas by the independent registered public accounting firm for the fiscal year ended~~ ~~May 31, 2017, and determined that its provision of nonaudit services was compatible with maintaining its independence from Cintas;~~


~~(h)~~	consulted with counsel regarding SOX, NASDAQ's corporate governance listing standards and the corporate governance environment in general and considered any additional requirements placed on the Audit Committee as well as additional procedures or matters the Audit Committee should consider;

~~(i)~~

reviewed and monitored the progress and results of the testing of internal control over financial reporting pursuant to Section 404 of SOX, reviewed a report from management and internal audit regarding the design, operation and effectiveness of internal control over financial reporting and reviewed an attestation report from the independent registered public accounting firm regarding the effectiveness of internal control over financial reporting; and


~~(j)~~	examined the Audit Committee Charter to determine compliance by Cintas and the Audit Committee with its provisions and to determine whether any revisions to the Charter were advisable. An updated Cintas Audit Committee Charter was approved at the January 17, 2017 Audit Committee Meeting. Only minor wording changes to the Charter were made.

~~RESPECTFULLY SUBMITTED BY THE MEMBERS OF THE AUDIT COMMITTEE, Ronald W. Tysoe (Chairman), John F. Barrett and James J. Johnson~~

~~The Audit Committee appointed Ernst & Young LLP as the independent registered public accounting firm to audit the fiscal~~ ~~2017~~ ~~financial statements.~~

~~Fees billed for services in fiscal~~ ~~2017~~ ~~and fiscal~~ ~~2016~~ ~~are as follows:~~

Fiscal 2017 Fiscal 2016
Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,179,000
$ 1,070,000
G&K Services, Inc. Acquisition Related Fees^{(1) .}. . . . . . . . . . . . . . .
$ 968,380
$ —
Audit Related Fees⁽²⁾. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 77,500
$ 65,000
Tax Fees⁽³⁾. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 681,254
$ 671,224

~~___________~~


⁽¹⁾	~~Audit and audit related fees associated with the acquisition of G&K Services, Inc., including procedures associated with the financing of the acquisition.~~


⁽²⁾	~~Audit related fees include review of benefit plan audits. Fiscal 2017 audit related fees also include fees for procedures associated with a non-routine filing.~~


⁽³⁾	~~Tax fees consist of assistance with international tax compliance, transfer pricing studies, review of U.S. tax returns and consultation on business transactions.~~

~~All~~Table of the fees above were pre-approved by the Audit Committee. None of these fees were approved by the Audit Committee after services were rendered pursuant to the de minimis exception established by the SEC.Contents

Compensation Committee

The Compensation Committee is governed by a written charter adopted by the Board. ~~A copy of the Compensation Committee Charter is available on our website, www.cintas.com, under About Us – Investors – Corporate Governance.~~ In discharging the responsibilities of the Board relating to compensation of Cintas' CEO and other senior executive officers, the purposes of the Compensation Committee are, among others, (i) to review and approve the compensation of Cintas' CEO and other senior executive officers and (ii) to oversee the compensation policies and practices of Cintas, including adopting, administering and approving Cintas' incentive compensation and stock plans and awards (and amendments to the plans or awards) and performing such duties and responsibilities as may be assigned under the terms of any executive compensation plan, ~~incentive-compensation~~incentive compensation plan or equity-based ~~plan and (iii) to oversee management succession planning.~~plan. The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as the Compensation Committee may deem appropriate in its sole discretion. In fiscal ~~2017~~,2023, the Compensation Committee believes it reviewed the necessary resources available to survey the compensation practices of Cintas' peers and keep abreast of compensation developments in the marketplace.

The Compensation Committee periodically reviews the compensation practices and policies that apply to all Cintas employee-partners to determine whether such practices and policies are reasonably likely to have a material adverse effect on Cintas. As part of the Compensation Committee’s on-going process, the Compensation Committee, with the assistance of Cintas’ human resources, finance and legal departments, conducted ~~a formal~~an assessment of these compensation practices and policies and determined that they do not create risks that are reasonably likely to have a material adverse effect on Cintas. Among the areas the Compensation Committee considered in determining that Cintas’ compensation practices and policies do not pose a material risk to Cintas included Cintas': compensation ~~philosophy;~~philosophy, compensation plan design (balanced pay mix, weightings of measures, performance targets and annual and long-term incentives); and compensation plan governance and oversight (selection of performance targets, stock ownership requirements, claw-back policy and hedging policy).

Cintas' executive compensation policies are designed to support the corporate objective of ~~maximizing~~exceeding our customers' expectations to maximize the long-term value of Cintas for its shareholders and employee-partners. To achieve this objective, the Compensation Committee believes it is important to provide competitive levels of compensation to attract and retain the most qualified ~~employees,~~employee-partners, to recognize individuals who exceed expectations and to closely link executive compensation with corporate performance. Cintas, with the Compensation Committee's oversight, uses short and long-term incentive and equity compensation plans to promote the achievement of company objectives.

The Compensation Committee processes and procedures for the consideration and determination of executive and director compensation, including the role of executive officers in determining or recommending the amount or form of executive compensation, are discussed in the section entitled ~~"Executive Compensation.~~"Executive Compensation."

~~Committee members: Gerald S. Adolph (Chairman), Melanie W. Barstad and Joseph Scaminace.~~

~~Meetings last year: Three~~

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during fiscal ~~2017,~~2023, listed above, has ever been an officer or ~~employee~~employee-partner of Cintas, nor has any member been an executive officer of another entity at which one of our executive officers serves on the Board. No executive officer of Cintas serves (or served at any time during fiscal ~~2017)~~2023) as a director or as a member of a committee of any company of which any of Cintas' nonemployee directors are executive officers.

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NONEMPLOYEE DIRECTOR

COMPENSATION FOR FISCAL 2023

For fiscal 2023, the annual cash fees for directors who are not employees of Cintas were as follows:


Cash Compensation Element			Cash Compensation Program for Fiscal 2023 ($)

Annual retainer			85,000
Nominating and Corporate Governance Committee chair			25,000
Audit Committee chair			22,000
Audit Committee member			12,500
Compensation Committee chair			15,000
Compensation Committee member			11,500

The retainer fees are paid in quarterly installments. Nonemployee directors serving on a committee receive either the applicable chairmanship fee or the membership fee, but not both. All independent members of the Board serve on the Nominating and Corporate Governance Committee, and that membership fee is included as part of their Annual Retainer. It is Cintas' practice that the Lead Director chair the Nominating and Corporate Governance Committee. Directors are also reimbursed for reasonable out-of-pocket travel expenses incurred in connection with attendance at Board or committee meetings. Directors who are employees of Cintas are not separately compensated for serving as directors.

Also for fiscal 2023, upon annual election or appointment to the Board, directors received restricted stock valued at approximately $72,500 based on the closing market price of Cintas common stock on the date of the grant, plus options to purchase Cintas common stock valued at approximately $72,500 based on the fair value of these options estimated at the date of the grant using a Black-Scholes option-pricing model. The value of the grants is prorated for directors appointed to the Board during the year. Each nonemployee director serving as of the 2022 Annual Meeting of Shareholders was granted 177 shares of restricted stock and options to purchase 683 shares of Cintas common stock at an exercise price equal to the closing market price on the date of grant of October 25, 2022 ($410.39). Both restricted stock awards and stock options granted to directors generally vest 100% after one year from the date of the grant.

Nonemployee directors may choose to defer all or part of their cash compensation into Cintas common stock equivalents (phantom stock units) with dividend equivalents or into a deferred account that earns interest at a rate equal to that for one-year U.S. treasury bills, determined as of the preceding December 31, increased by 100 basis points. Deferred fees are payable either in a lump sum or in 12 to 120 monthly installments beginning in the month selected by the director, but in no case later than the first month after the director leaves the Board.

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FISCAL 2023 DIRECTOR

COMPENSATION TABLE

The following table details fiscal 2023 compensation paid to nonemployee directors:


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	Option Awards(2) ($)	Total ($)

Gerald S. Adolph	100,000	72,639	72,507	245,146
John F. Barrett	97,500	72,639	72,507	242,646
Melanie W. Barstad	96,500	72,639	72,507	241,646
Karen L. Carnahan	97,500	72,639	72,507	242,646
Robert E. Coletti	85,000	72,639	72,507	230,146
Martin Mucci(3)	—	38,170	37,948	76,118
Joseph Scaminace	121,500	72,639	72,507	266,646
Ronald W. Tysoe	107,000	72,639	72,507	252,146

___________

(1)Represents the amount of cash compensation earned in fiscal 2023 for Board and committee service. A director may choose to have all or part of his or her cash compensation deferred and deemed to be invested in Cintas phantom stock units or one-year U.S. treasury bills plus 100 basis points. The directors who invested in Cintas phantom stock units would experience gains or losses equal to those experienced by any other shareholder who invested like money in Cintas stock at the same time during fiscal 2023. Mr. Adolph, Mr. Barrett, Ms. Barstad, Ms. Carnahan and Mr. Coletti chose to receive all or a portion of their fees in Cintas phantom stock units as described above. Mr. Adolph received 235 units, Mr. Barrett received 230 units, Ms. Barstad received 227 units, Ms. Carnahan received 230 units and Mr. Coletti received 200 units.

(2)The amounts reported for restricted stock and stock options are the aggregate grant date fair values of awards granted during the fiscal year calculated in accordance with the stock-based compensation accounting rules set forth in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718). For more information on the assumptions used, see Note 11 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended May 31, 2023.

(3)Mr. Mucci was appointed to the Board in April 2023 and did not attend his first board meeting until the first meeting of fiscal 2024, which was held in July 2023. In addition, due to Mr. Mucci being appointed to the Board in the middle of fiscal 2023, he received prorated equity compensation grants in fiscal 2023. Mr. Mucci was granted 83 shares of restricted stock and an option to purchase 319 shares of Cintas common stock at an exercise price equal to the closing market price on the date of grant of April 18, 2023 ($459.88).

Outstanding restricted stock awards and option awards for each director at May 31, 2023 are as follows:


Name	Shares of Restricted Stock Outstanding (#)	Options Outstanding (#)

Gerald S. Adolph	177	18,985
John F. Barrett	177	18,985
Melanie W. Barstad	177	13,420
Karen L. Carnahan	177	4,646
Robert E. Coletti	177	11,529
Martin Mucci	83	319
Joseph Scaminace	177	11,030
Ronald W. Tysoe	177	15,974

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Stock Ownership Guidelines

The Compensation Committee believes that Cintas' nonemployee directors should own particular amounts of shares of common stock to align their long-term objective of managing Cintas with the interests of Cintas' shareholders. The Compensation Committee has adopted a stock ownership requirement for the nonemployee directors. Each nonemployee director is required to maintain a minimum equity stake in Cintas stock equivalent to five times the annual cash retainer.

The guidelines are assessed annually and are determined based on the current market practice and utilizing the cash retainer and closing common stock price on the last day of the fiscal year. All newly appointed directors will have five years from the time of appointment to achieve the minimum ownership requirement. Currently, all directors are in compliance with their ownership requirements.

For purposes of these requirements, stock ownership includes: (i) stock held outright by the nonemployee director (or his spouse or dependents); (ii) stock held in an individual brokerage account; (iii) stock granted to the director but not yet vested (in other words, restricted stock); and (iv) stock obtained through stock option exercise. Exceptions to these stock ownership requirements may be made at the discretion of the Compensation Committee if compliance would create a severe hardship.

Anti-Hedging Policy

Pursuant to our Insider Trading Policy, we have prohibited our directors from purchasing any financial instrument or engaging in any other transaction, such as a zero-cost collar or a forward sale contract, that is designed to hedge or offset any decrease in the market value of Cintas securities. Our Insider Trading Policy also prohibits our directors from participating in short sales of Cintas securities and from participating in a transaction involving options, such as puts, calls or other derivative securities, involving Cintas securities, unless approved in advance by our Executive Chairman of the Board and CEO in connection with a planned retirement from Cintas. Such prohibitions apply to Cintas securities granted to the directors as part of compensation or otherwise held, directly or indirectly, by each director. Currently, all directors are in compliance with this anti-hedging policy.

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COMPENSATION MATTERS

COMPENSATION

COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on the review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in Cintas' Proxy Statement and Annual Report on Form 10-K for the fiscal year ended May 31, ~~2017~~.2023.

Committee Members: Gerald S. Adolph (Chairman), Melanie W. Barstad and Joseph ~~Scaminace.~~

Scaminace

EXECUTIVE COMPENSATION

~~Compensation Discussion~~

Executive Officers

For fiscal 2023, the Company's named executive officers (NEOs) were the following five executive officers:


Name			Current Title
Todd M. Schneider(1)			President and Chief Executive Officer
Scott D. Farmer(1)			Executive Chairman of the Board
J. Michael Hansen(2)			Executive Vice President and Chief Financial Officer
Michael L. Thompson(3)			Former Executive Vice President and Chief Administrative Officer
D. Brock Denton(2)			Senior Vice President, General Counsel and Secretary

___________

(1)For biographical information about Mr. Farmer and ~~Analysis~~Mr. Schneider, see "Election of Directors."

(2)Current non-director executive officer.

(3)Effective as of May 31, 2023, Mr. Thompson ceased acting as Executive Vice President and Chief Administrative Officer (CAO) of the Company, and effective September 1, 2023, Mr. Thompson retired from the Company. Cintas will not fill Mr. Thompson's CAO role at this time. Mr. Thompson's responsibilities and areas of oversight were distributed among Cintas' executive administration. Effective June 1, 2023, James N. Rozakis was promoted to Executive Vice President and Chief Operating Officer of Cintas. Mr. Rozakis is not an NEO for fiscal 2023.

Our current non-director executive officer biographical information is as follows:

J. Michael Hansen, 55, joined Cintas in 1995. He has held various positions within Cintas, including General Manager of the Cincinnati First Aid and Fire locations and Corporate Controller. He was appointed Vice President and Treasurer in June 2010, a position that he held through January 31, 2015, when he was then appointed to Vice President - Finance and Chief Financial Officer. Mr. Hansen was promoted to Senior Vice President - Finance and Chief Financial Officer in October 2016. In July 2018, Mr. Hansen was appointed to Executive Vice President and Chief Financial Officer. He is responsible for finance and accounting, compliance, corporate development, corporate flight and corporate facilities.

James N. Rozakis, 45, joined Cintas in 1999. He has held various positions within Cintas during his tenure. In June 2016, Mr. Rozakis became Senior Vice President, Rental Division until June 2020, when he was promoted to President and Chief Operating Officer of the Rental Division of the Company. In June 2023, Mr. Rozakis was appointed Executive Vice President and Chief Operating Officer of the Company. He is responsible for all business divisions, as well as enterprise sales, process improvements, apparel innovation and strategy, quality and engineering, and marketing.

D. Brock Denton, 48, joined Cintas in June 2021 and began serving as Senior Vice President, General Counsel and Secretary in August 2021. Prior to joining Cintas, Mr. Denton was an associate from 1999 to 2007 and a partner from 2007 to 2021 at KMK, where he served as Cintas' lead outside counsel and led the Business Representation and Transaction Group that handles all aspects of Corporate law, with an emphasis on mergers and acquisitions. Mr. Denton is responsible for health and safety, corporate affairs, legal, compliance and ESG matters.

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COMPENSATION

DISCUSSION AND ANALYSIS

This section discusses and analyzes the compensation awarded to, earned by or paid to Cintas' ~~named executive officers,~~NEOs, as set forth in the Fiscal ~~2017~~2023 Summary Compensation Table and other executive compensation tables and narratives contained in this proxy statement. It also discusses the principles underlying our compensation policies and decisions.

~~For fiscal 2017, the Company's named executive officers were the following five current executive officers:~~



~~Name~~	~~Title~~
~~Scott D. Farmer~~	~~Chairman of the Board and Chief Executive Officer~~
~~J. Michael Hansen~~	~~Senior Vice President - Finance and Chief Financial Officer~~
~~J. Phillip Holloman~~	~~President and Chief Operating Officer~~
~~Thomas E. Frooman~~	~~Senior Vice President, Secretary and General Counsel~~
~~Paul F. Adler~~	~~Vice President and Treasurer~~

Overview of Compensation Program

The Compensation Committee oversees the compensation programs of Cintas, with particular attention to the compensation for its CEO and the other executive officers. It is the responsibility of the Compensation Committee to review and approve, or, as the case may be, recommend to the Board for approval, changes to Cintas' compensation policies and benefit plans and to administer Cintas' stock plans, including recommending and approving stock-based awards to executive officers. The Compensation Committee also works to help ensure that Cintas' compensation philosophy is consistent with the best interests of Cintas and its shareholders and is properly implemented and monitored. Generally, the types of compensation and benefits provided to all executive officers are similar.

The day-to-day administration of savings plans, profit sharing plans, stock plans, health, welfare and paid-time-off plans and policies applicable to ~~salaried employees~~employee-partners in general is handled by Cintas' human resources, finance and legal department ~~employees.~~employee-partners. The responsibility for certain fundamental changes outside the day-to-day requirements necessary to maintain these plans and policies belongs to the Compensation Committee.

Compensation Philosophy and Objectives

The primary focus of our executive compensation program is to support the corporate objective of maximizing the long-term value for our shareholders and ~~employee-partners.~~employee-partners by exceeding our customers' expectations. We also strive to provide a competitive level of total compensation to all of our employee-partners, including the executive officers, that attracts and retains talented and experienced individuals and that motivates them to contribute to Cintas' short-term and long-term success.

Our incentive compensation program is designed to reward both individual and team performance, measured by overall Cintas results and individual achievement. The Management Incentive Plan for fiscal ~~2017~~2023 applies to all of our executive officers. The incentive compensation ~~arrangement~~arrangements for our Executive Chairman, Mr. Farmer, and our President and CEO, Mr. ~~Scott D. Farmer, was~~Schneider, were generally based on Cintas' diluted earnings per share (EPS), growth in sales and other performance goals selected by the Compnsation Committee. The incentive compensation arrangement for our President and Chief Operating Officer, Mr. J. Phillip Holloman, was generally based on Cintas' EPS, growth in sales for operations within his responsibility, growth in net income for operations within his responsibility and the accomplishment of certain individual goals. The incentive compensation arrangements for our ~~Senior~~Executive Vice President ~~- Finance~~ and Chief Financial Officer (CFO), Mr. ~~J. Michael~~ Hansen, our former Executive Vice President and Chief Administrative Officer, Mr. Thompson, and our Senior Vice President, ~~Secretary and~~ General Counsel and Secretary, Mr. ~~Thomas E. Frooman and our Vice President and Treasurer, Mr. Paul F. Adler~~Denton, were generally based on Cintas' EPS and achievement of ~~certain~~ individual ~~goals.~~performance.

Compensation Decision-Making Process

The Compensation Committee determines the compensation for the executive officers based on recommendations made by management as discussed below. Annually, the Compensation Committee ~~reviews~~conducts a job evaluation for each NEO, which includes a review of the job duties and a market analysis of executive compensation plans. As opposed to reviewing a limited number of peer group companies, we have chosen to a evaluate the practices of a larger group of similar sized companies. The analysis ~~looks at~~focuses on published general industry survey data by revenue size. We did not select the companies included in this survey group, and the component companies' identities were not a material factor in our compensation analysis. The Compensation Committee evaluates base salary, annual cash incentives, long-term compensation and other compensation. ~~Our analysis shows~~We believe that our ~~named executive officers'~~NEOs' target compensation is competitive with the total compensation of ~~respective named executive officers~~comparable NEOs in our market analysis.

Based on the market analysis and individual performance, the ~~Secretary~~Senior Vice President of Human Resources and ~~General Counsel~~Chief Diversity Officer makes a recommendation to the Compensation Committee on the CEO's base salary and annual cash incentive target for the upcoming fiscal year. The CEO makes a recommendation to the Compensation Committee for the base salaries and annual cash incentive targets for the upcoming fiscal year for other executive officers.

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In October ~~2016,~~2022, and at various meetings held during the remainder of fiscal ~~2017,~~2023, the Board reviewed the results of our ~~2016~~2022 "say-on-pay" vote, ~~where~~in which over ~~98%~~97% of the votes cast approved of our ~~named executive officers'~~NEOs' compensation. In addition, after taking into consideration the strong support for our executive compensation program reflected in the ~~2016~~2022 say-on-pay results, the Compensation Committee decided to generally continue to apply the same philosophy, compensation objectives and governing principles as it used for fiscal ~~2016~~2022 when making subsequent decisions ~~or adopting subsequent policies~~ regarding ~~named executive officer~~NEO compensation. The Compensation Committee believes the voting results again demonstrate significant support for our ~~named executive officer~~NEO pay program and did not make any changes to the fiscal ~~2017~~2023 program specifically in response to the ~~2016~~2022 say-on-pay results. The Compensation Committee has, however, continued to monitor the voting policies of our institutional shareholders and their advisors since last year, as well as ~~review~~reviewed the overall program to seek to ensure it achieves the designed goal as set forth in "Compensation Philosophy and Objectives" and will continue to take those voting policies and the effectiveness of the program into account when considering changes to our executive compensation program.

Key Elements of Compensation

The table below summarizes the key fiscal ~~2017~~2023 compensation program elements for our ~~named executive officers:~~

NEOs:

Element

Form of Compensation

Purpose

~~Element~~

~~Form of Compensation~~

~~Purpose~~

Base Salaries

Cash

Provides competitive, fixed compensation to attract and retain exceptional executive talent

Annual Cash Incentives

Cash

Provides a variable financial incentive to achieve corporate and individual ~~operating~~ goals

Long-Term
Equity
Incentives

Non-qualified stock options, restricted stock units and/or restricted stock

Encourages, under the terms of Cintas' equity plan, ~~named executive officers~~NEOs to build and maintain a long-term equity ownership position in Cintas so that their interests are aligned with our shareholders

Health,
Retirement
and Other Benefits

Eligibility to participate in benefit plans generally available to our employee-partners, including the Cintas Partners' Plan contributions (described below), health, life insurance and disability plans, our Deferred Compensation Plan (described below), and certain perquisites

Benefit plans are part of a broad-based employee benefits program. The ~~deferred compensation plan~~Deferred Compensation Plan and perquisites provide competitive benefits to our ~~named executive officers~~NEOs

We believe that each element of our compensation program plays a substantial role in maximizing long-term value for our shareholders and employee-partners because of the significant emphasis on pay-for-performance principles. Generally, a substantial portion of ~~a named executive officer's~~an NEO's total compensation is based on Cintas' results and the ~~attainment of~~NEO's individual ~~goals.~~achievements. As a result, Cintas' performance has a significant effect on the amount of compensation realized by the executive officers. In the specific case of our CEO, Mr. Schneider, 84.1% of his total fiscal 2023 compensation, as reported in the Fiscal 2023 Summary Compensation Table, was considered performance-based pay.

Each of these elements of pay is described and analyzed in more detail ~~in the following pages.~~below.

Base Salaries

The Compensation Committee annually reviews the base salaries of our executive officers. The Compensation Committee also reviews an executive officer's base salary whenever there is a change in that executive officer's job responsibilities.

The factors that influence base salary decisions are level and scope of responsibility, salary offered by comparably sized companies, overall performance of the individual and overall performance of Cintas.

The ~~following are the~~ fiscal ~~2017~~2023 base salaries ~~that were~~ approved by the Compensation Committee for our ~~named executive officers:~~NEOs were as follows:


Name	Base Salary		Increase vs. the Prior Fiscal Year
Todd M. Schneider	$	1,040,000	4.0%
Scott D. Farmer	$	500,000	—%
J. Michael Hansen	$	641,659	4.0%
Michael L. Thompson	$	583,390	4.0%
D. Brock Denton	$	520,000	4.0%

Officer
Fiscal 2017
Base Salary ($)
% Increase Over
the Prior Year
Scott D. Farmer 1,030,000
3.0 %
J. Michael Hansen 400,000
11.1 %
J. Phillip Holloman 663,285
3.0 %
Thomas E. Frooman 514,537
3.0 %
Paul F. Adler 262,500
5.0 %

The increase over the prior year base salary for Mr. Hansen reflects his promotion from Vice President - Finance and CFO to Senior Vice President - Finance and CFO in October 2016 and a market adjustment for his position and experience compared to similar positions in the market for companies with revenue between $3 billion and $6 billion. The increase over the prior year base salary for Mr. Adler reflects a market adjustment for his position and experience compared to similar positions in the market for companies with revenue between $3 billion and $6 billion.

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Annual Cash Incentives

The Compensation Committee strongly believes that variable annual cash incentives provide a direct financial incentive for executive officers to achieve corporate and individual ~~operating~~ goals. AtNear the beginning of each fiscal year, the Compensation Committee establishes an annual cash incentive target for each participating ~~named executive officer~~NEO based on certain financial goals and non-financial ~~goals.~~performance.

The performance components and targets were derived from the operating plans for Cintas for fiscal ~~2017~~2023 and represent goals for that year that the Compensation Committee believed would be challenging for Cintas, yet achievable if senior and operating management met or surpassed their business unit goals and objectives.

The Compensation Committee currently anticipates that ~~similar~~ performance components and targets similar to those described below will be utilized in fiscal ~~2018~~2024 because these objectives are important, and Cintas continues to make progress on these objectives. However, the Compensation Committee reserves the right to determine on an ongoing basis the performance components and targets it will use in developing the performance-based portion of the ~~named executive officers'~~NEOs' compensation.

For fiscal ~~2017,~~2023, the Compensation Committee approved a total compensation plan for each of Mr. ~~S. D.~~Schneider and Mr. Farmer. The aggregate amount of ~~Mr. S. D. Farmer's~~ annual cash incentive for fiscal ~~2017 is comprised~~2023 that could be earned by each of Mr. Schneider and Mr. Farmer was based on the financial objectives of fiscal ~~2017~~2023 Cintas EPS and fiscal ~~2017~~2023 sales growth and certain non-financial goals. The EPS and sales growth goals were established with reference to the operating plans for Cintas for fiscal ~~2017.~~2023. The EPS goals for all participants for fiscal 2023 were identical. ~~The percentage of the target annual cash incentive related to the fiscal 2017 Cintas EPS, the growth of fiscal 2017 sales and the~~Mr. Schneider's non-financial goals ~~relating~~related to safety, employee diversity, ~~software implementation~~corporate development, asset capacity utilization and ~~growth metrics, were 37.5%, 37.5% and 25%, respectively.~~leadership development matters. The ~~Management Incentive Plan provided that if Cintas met the targeted EPS, sales growth and the other~~ non-financial ~~goals,~~goal for Mr. ~~S. D.~~ Farmer ~~would receive a target annual cash incentive of $669,500.~~ related to safety.

Based upon the overall achievement of these objectives, each of Mr. ~~S. D.~~Schneider and Mr. Farmer could earn from 0% to a maximum of ~~175%~~185% of the target annual cash ~~incentive.~~incentive (with the maximum for each officer reflecting 200% of the portion of the award related to EPS and sales growth and 100% of the portion of the award related to non-financial goals).

The following table summarizes the annual cash incentive target awards and performance criteria (including percentage weightings) that were reviewed and approved by the Compensation Committee:


Name	Annual Cash Incentive Target		EPS Component	Sales Growth Component	Non-Financial Component	Increase in Target Award vs. the Prior Fiscal Year

Todd M. Schneider	$	1,040,000	42.5%	42.5%	15.0%	4.0%
Scott D. Farmer	$	500,000	42.5%	42.5%	15.0%	—%

Under the Management Incentive Plan, annual cash incentive calculations for achievement of financial goals are based on actual results, subject to adjustment at the discretion of the Compensation Committee to exclude extraordinary items that are not operational, such as accounting principle changes or revenue from an acquisition that was not in the business plan.

The potential annual cash incentive payout percentage multiplier for each component of Mr. ~~S. D.~~Schneider's and Mr. Farmer's target annual cash incentive is provided in the following tables (for each participating ~~named executive officer,~~NEO, annual cash incentive payouts ~~are~~were designed to be interpolated on a straight-line basis for achievement between the levels of achievement established for the ~~financial~~EPS and sales growth components of the annual cash incentives):


EPS Component Level of Achievement	EPS Goals	Annual Cash Incentive Payout

Below Threshold	<$11.50	0%
Threshold	$11.50	25%
Target	$12.10	100%
Maximum	$12.95	200%

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Sales Growth Component Level of Achievement			Sales Growth Component Level of Achievement	Sales Growth Goals (% Growth Over Prior Fiscal Year)	Annual Cash Incentive Payout

EPS Component Level of Achievement	EPS Goals	Annual Cash Incentive Payout
Below Threshold	<$4.16	0%	Below Threshold	<6.65%	0%
Threshold	$4.16	25%	Threshold	6.65%	25%
Target	$4.47	100%	Target	8.15%	100%
Maximum	$4.92	200%	Maximum	11.15%	200%

Sales Growth Component Level of Achievement
Sales Growth
Goals (% Growth
Over Fiscal 2016)
Annual
Cash Incentive
Payout
Below Threshold <5.07% 0%
Threshold 5.07% 25%
Target 6.57% 100%
Maximum 9.57% 200%



~~Individual Performance~~Non-Financial Component Level of Achievement			Annual Cash Incentive Payout
Does Not Meet Goals			0%
Meets Most Goals			~~50%~~25%
Meets Goals			100%

The Grants of Plan-Based Awards for Fiscal ~~2017~~2023 table outlines estimated possible payouts under ~~this~~these non-equity incentive plan ~~award.~~awards. Based on Cintas' EPS and sales growth for fiscal ~~2017~~,2023, Mr. ~~S. D.~~Schneider and Mr. Farmer ~~received~~earned an annual cash incentive ~~award~~payout of ~~$870,350.~~$1,768,000 and $850,000, respectively. The fiscal ~~2017~~2023 Cintas EPS ~~used in the~~achievement for incentive plan ~~calculations~~calculation purposes was ~~$4.68.~~determined to be $12.95. This EPS figure is the "Maximum" that could have been achieved, and it differs from the Company's reported diluted EPS ~~from continuing operations because~~of $12.99, which was higher than the "Maximum." Sales growth achievement for fiscal 2023 incentive plan calculation purposes was determined to be 11.15%. This sales growth figure is the "Maximum" that could have been achieved, and it ~~takes into consideration various one-time, extraordinary financial impacts that occurred during the fiscal year, including acquisitions and related transaction expenses and the impact~~differs from the ~~adoption~~Company's reported sales growth of ~~new accounting guidance. Sales growth on Cintas' continuing operations for fiscal 2017~~12.20%, which was ~~11%.~~higher than the "Maximum" level of achievement. Mr. ~~S. D.~~Schneider and Mr. Farmer received ~~$167,375~~$156,000 and $75,000, respectively, based on the performance of ~~the~~their non-financial goals outlined above. ~~His~~The individual performance level for both Mr. Schneider and Mr. Farmer was "Meets Goals." ~~Mr. S. D. Farmer's total fiscal 2017 annual cash incentive award was $1,037,725.~~

For fiscal ~~2017,~~2023, the Compensation Committee approved a total compensation plan for Mr. Holloman. The aggregate amount of Mr. Holloman's annual cash incentive for fiscal 2017 is comprised of the financial objectives of fiscal 2017 Cintas EPS, fiscal 2017 sales growth for operations within his responsibility, fiscal 2017 income growth for the operations within his responsibility and the accomplishment of certain non-financial goals. The sales growth and income growth goals were established with reference to the operating plans for operations within Mr. Holloman's responsibility for fiscal 2017. The percentage of the target annual cash incentive related to fiscal 2017 Cintas EPS, the fiscal 2017 growth of sales for operations within his responsibility, the fiscal 2017 income for operations within Mr. Holloman's responsibility and the non-financial goals relating to safety, employee diversity, cross selling and business planning are 30%, 30%, 15% and 25%, respectively. The Management Incentive Plan provided that if Cintas met the targeted EPS as well as sales growth and income growth for operations within his responsibility and the other non-financial goals, Mr. Holloman would receive a target annual cash incentive of $399,351. Based upon the overall achievement of these objectives, Mr. Holloman could earn from 0% to a maximum of 175% of the target annual cash incentive.

~~The annual cash incentive payout percentage multiplier for each financial component of Mr. Holloman's target annual cash incentive is provided in the following tables:~~

EPS Component Level of Achievement
EPS
Goals
Annual
Cash Incentive
Payout
Below Threshold <$4.16 0%
Threshold $4.16 50%
Target $4.47 100%
Maximum $4.92 200%

Sales Growth Component Level of Achievement
Sales Growth
Goals (% Growth Over Fiscal 2016)
Annual
Cash Incentive
Payout
Below Threshold <6.89% 0%
Threshold 6.89% 50%
Target 8.39% 100%
Maximum 11.39% 200%

Income Growth Component Level of Achievement
Income Growth
Goals (% Growth Over Fiscal 2016)
Annual
Cash Incentive
Payout
Below Threshold <12.07% 0%
Threshold 12.07% 50%
Target 12.57% 100%
Maximum 14.57% 200%



~~Individual Performance Component Level of Achievement~~	~~Annual~~ ~~Cash Incentive~~ ~~Payout~~
~~Does Not Meet Goals~~	0%
~~Meets Most Goals~~	~~50%~~
~~Meets Goals~~	~~100%~~

~~The Grants of Plan-Based Awards for Fiscal~~ ~~2017~~ table outlines estimated possible payouts under this non-equity incentive plan award. Based on fiscal 2017 Cintas' EPS, fiscal 2017 sales growth for operations within his responsibility and fiscal 2017 income growth for operations within his responsibility, Mr. Holloman received an annual cash incentive award of $242,406 for these components. Mr. Holloman received $99,838 based on the performance of the non-financial goals outlined above. His individual performance level was "Meets Goals." Mr. Holloman's total fiscal 2017 annual cash incentive award was $342,244.

~~For fiscal~~ ~~2017, the Compensation Committee~~also approved total compensation plans for each of Mr. Hansen, Mr. ~~Frooman~~Thompson and Mr. ~~Adler.~~Denton. The aggregate amount of annual cash incentive payout that could be earned for fiscal ~~2017~~ ~~for~~2023 by each of Mr. Hansen, Mr. ~~Frooman~~Thompson and Mr. ~~Adler is comprised of~~Denton was designed to be based on the sum of that ~~named executive officer's~~NEO's earned incentive for the fiscal ~~2017~~2023 Cintas EPS component and the individual performance component (consisting of aan overall subjective performance evaluation rather than performance against specified individual performance goals). Based upon overall performance, the eligible ~~named executive officers~~NEOs could earn from 0% to a maximum of 200% of the annual cash incentive target.

The following table ~~sets forth~~summarizes the annual cash incentive ~~targets~~target awards and performance criteria (including percentage weightings) that were reviewed and approved by the Compensation Committee:


Name	Annual Cash Incentive Target		EPS Component	Individual Performance Component	Increase in Target Award vs. the Prior Fiscal Year
J. Michael Hansen	$	476,099	50%	50%	4.0%
Michael L. Thompson	$	463,777	50%	50%	4.0%
D. Brock Denton	$	248,040	50%	50%	4.0%

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Name
Annual
Cash Incentive
Target ($)
EPS
Component
Individual
Performance
Component
J. Michael Hansen 159,000
50 % 50 %
Thomas E. Frooman 241,616
50 % 50 %
Paul F. Adler 72,345
50 % 50 %

Mr. Hansen's annual cash incentive target for fiscal 2017 increased 19% over the prior year due to his promotion from Vice President - Finance and CFO to Senior Vice President - Finance and CFO in October 2016 and a market adjustment for his position and experience compared to similar positions in the market for companies with revenue between $3 billion and $6 billion.

The potential annual cash incentive payout percentage multiplier for each component of Mr. Hansen's, Mr. Thompson's and Mr. Denton's target annual cash incentive is provided in the following ~~tables:~~tables (for each participating NEO, annual cash incentive payouts were designed to be interpolated on a straight-line basis for achievement between the levels of achievement established for the EPS component of the annual cash incentives):

EPS Component Level of Achievement
EPS
Goals
Annual
Cash Incentive
Payout
Below Threshold <$4.16 0%
Threshold $4.16 50%
Target $4.47 100%
Maximum $4.92 200%


EPS Component Level of Achievement	EPS Goals	Annual Cash Incentive Payout

Below Threshold	<$11.50	0%
Threshold	$11.50	50%
Target	$12.10	100%
Maximum	$12.95	200%



Individual Performance Component Level of Achievement			Annual Cash Incentive Payout
Does Not Meet Goals			0%
Meets Most Goals			50%
Meets Goals			100%
Exceeds Goals			150%
Outstanding Achievement			200%

The Grants of Plan-Based Awards for Fiscal ~~2017~~2023 table outlines estimated possible payouts under these non-equity incentive plan awards. As presented to and approved by the Compensation Committee, the actual annual cash incentive payments earned for fiscal ~~2017~~2023 as reflected in the Fiscal ~~2017~~2023 Summary Compensation Table are as follows: Mr. Hansen earned a fiscal ~~2017~~2023 annual cash incentive award of ~~$275,600.~~$952,198, and Mr. Hansen's individual performance level was "Outstanding ~~Achievement," and fiscal 2017 Cintas' EPS was between "Target" and "Maximum.~~Achievement." Mr. ~~Frooman~~Thompson earned a fiscal ~~2017~~2023 annual cash incentive award of ~~$358,397. His~~$927,553, and his individual performance level was ~~"Exceeds Goals" and fiscal 2017 Cintas' EPS was between "Target" and "Maximum.~~"Outstanding Achievement." Mr. ~~Adler~~Denton earned a fiscal ~~2017~~2023 annual cash incentive award of ~~$125,398. His~~$496,080, and his individual performance level was "Outstanding ~~Achievement" and fiscal 2017 Cintas'~~Achievement." Fiscal 2023 Cintas EPS was ~~between "Target" and "Maximum."~~achieved at the "Maximum" level, as disclosed above.

Long-Term Equity Incentives

Long-term equity incentive compensation is comprised of annual, performance-based opportunities to earn non-qualified stock options, restricted stock units and/or restricted stock. With respect to the participating ~~named executive officers,~~NEOs, these awards are made pursuant to ~~the criteria outlined in~~Compensation Committee decisions substantially along lines as described above for the Management Incentive Plan. The purpose of such awards is to incentivize ~~named executive officers~~NEOs to profitably grow Cintas' long-term business objectives and encourage ~~named executive officers~~NEOs to build and maintain a long-term equity ownership position in Cintas so that their interests are aligned with those of our shareholders.

The ~~amount of~~following table summarizes the fiscal 2023 annual long-term equity ~~awards eligible for Mr. S. D. Farmer is based on a~~incentive target ~~level of Cintas' fiscal 2017 EPS~~award opportunities and ~~a target level of Cintas' fiscal 2017 sales growth. After~~performance criteria (including percentage weightings) that were reviewed and approved by the ~~award was calculated~~Compensation Committee:


Name	Annual Long-Term Equity Incentive Target Award		EPS Component	Sales Growth Component	Individual Performance Component

Todd M. Schneider	$	4,442,984	50.0%	50.0%	—%
Scott D. Farmer	$	2,220,614	50.0%	50.0%	—%
J. Michael Hansen	$	1,054,111	50.0%	—%	50.0%
Michael L. Thompson	$	995,720	50.0%	—%	50.0%
D. Brock Denton	$	1,006,205	50.0%	—%	50.0%

As determined by the Compensation Committee, ~~the form grant for fiscal 2017 was~~Mr. Schneider, Mr. Farmer, Mr. Hansen and Mr. Thompson received their award in restricted stock, ~~for Mr. S. D. Farmer.~~

The amount of equity awards eligible for Mr. Holloman is based on a target level of Cintas' EPS, sales growth for operations within his responsibility and net income growth for operations within his responsibility. After the award was calculated by the Compensation Committee, the form of grant for fiscal 2017 was restricted stock for Mr. Holloman.

~~The amount of equity awards eligible for Mr. Hansen, Mr. Frooman~~ and Mr. ~~Adler is based on a target level~~Denton received 50% of ~~Cintas' EPS and individual achievement. Mr. Hansen, Mr. Frooman and Mr. Adler receive 75% of their~~his award ~~value paid~~ in stock options and ~~25%~~50% of ~~their~~his award ~~value paid~~ in restricted ~~stock as determined by the Compensation Committee.~~stock.

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The ~~tables below provide~~following information provides more detail with respect to the target award percentage multiplier tied to each milestone level of ~~achievement:~~achievement.

EPS Component Level of Achievement
EPS
Goals
Equity
Award %
Below Threshold <$4.16 0%
Threshold $4.16 50%
Target $4.47 100%
Maximum $4.92 200%
The EPS component for all NEOs was considered by the Compensation Committee on the following basis:


EPS Component Level of Achievement	EPS Goals	Equity Award

Below Threshold	<$11.50	0%
Threshold	$11.50	50%
Target	$12.10	100%
Maximum	$12.95	200%

The sales growth component for Mr. ~~S. D.~~Schneider and Mr. Farmer was considered by the Compensation Committee on the following basis:


Sales Growth Component Level of Achievement	Sales Growth Goals (% Growth Over Prior Fiscal Year)	Equity Award

Below Threshold	<6.65%	0%
Threshold	6.65%	50%
Target	8.15%	100%
Maximum	11.15%	200%

Sales Growth Component Level of Achievement
Sales Growth
Goals (% Growth Over Fiscal 2016)
Equity
Award %
Below Threshold <5.07% 0%
Threshold 5.07% 50%
Target 6.57% 100%
Maximum 9.57% 200%

~~Both the sales growth and net income~~The individual achievement components for Mr. ~~Holloman~~Hansen, Mr. Thompson and Mr. Denton were considered by the Compensation Committee on a subjective basis ~~identical to the tables shown previously~~as described above under the Annual Cash Incentives section.

~~The Compensation Committee determined that equity awards would be based on an established target for Mr. Hansen, Mr. Frooman and Mr. Adler.~~ The factors that influence the ~~setting~~determination of equity grant targets ~~are~~include level of responsibility, market compensation analysis and overall performance of the individual. The Compensation Committee reviewed and approved the targets at the beginning of the fiscal year, and the actual award payout was granted based upon that ~~named executive officer's~~NEO's performance compared to the ~~targets outlined below:~~targets.



~~Individual Performance Component Level of Achievement~~	~~Equity Award %~~
~~Does Not Meet Goals~~	0%
~~Meets Most Goals~~	~~50%~~
~~Meets Goals~~	~~100%~~
~~Exceeds Goals~~	~~150%~~
~~Outstanding Achievement~~	~~200%~~

On ~~July 25, 2017,~~August 10, 2023, Mr. ~~Hansen, Mr. Frooman and Mr. Adler were~~Denton was awarded ~~25,596, 21,904 and 8,424~~9,934 non-qualified stock options ~~respectively,~~ under the 2016 Equity and Incentive Compensation Plan, ~~(the "2016 Plan")~~as amended (2016 Plan), based on ~~Cintas'~~Cintas fiscal ~~2017~~2023 EPS and ~~their~~his individual performance level achievements, as outlined under the Annual Cash Incentives section. Regarding Mr. ~~S. D.~~Schneider's, Mr. Farmer's, Mr. Hansen's and Mr. ~~Holloman's~~Thompson's awards, with consideration that Mr. ~~S. D.~~Schneider, Mr. Farmer, Mr. Hansen and Mr. ~~Holloman~~Thompson are over the age of 55, the Compensation Committee ~~determined to award~~awarded Mr. ~~S. D.~~Schneider, Mr. Farmer, Mr. Hansen and Mr. ~~Holloman~~Thompson time-based restricted stock.

On August 10, 2023, Mr. Schneider and Mr. Farmer were awarded 20,240 and 10,116 shares of restricted stock, respectively, under the 2016 Plan based on Cintas fiscal 2023 EPS ("Maximum") and fiscal 2023 sales growth ("Maximum") achievements, as outlined under the Annual Cash Incentives section. Mr. Hansen and Mr. Thompson were awarded 4,802 and 4,534 shares of restricted stock, respectively, under the 2016 Plan based on Cintas fiscal 2023 EPS and their individual performance level achievements, as outlined under the Annual Cash Incentives section. These shares were awarded as Mr. Schneider's, Mr. Farmer's, Mr. Hansen's and Mr. Thompson's long-term equity awards. Also on August 10, 2023, Mr. Denton was awarded 2,012 shares of restricted stock under the 2016 Plan based on Cintas fiscal 2023 EPS and his individual performance level achievements as outlined under the Annual Cash Incentives section.

In accordance with the 2016 Plan, stock option awards have an exercise price equal to the closing stock price on the date of the award. As a result, stock options awarded to the ~~named executive officers~~NEOs increase in value only if the market price of the common stock increases. Stock options generally vest at a rate of 33% per year, beginning on the third anniversary of the date of grant and ending on the fifth anniversary of the date of grant.

On August 7, 2017, Mr. S. D. Farmer and Mr. Holloman were awarded 97,877 and 18,902 shares of restricted stock, respectively, under the 2016 Plan based on Cintas fiscal 2017 EPS and other financial metrics, as outlined under the Annual Cash Incentives section. These shares were awarded as Mr. S. D. Farmer's and Mr. Holloman's long-term equity award. On July 25, 2017, Mr. Hansen, Mr. Frooman and Mr. Adler were also awarded 8,533, 9,064 and 2,808 shares of restricted stock, respectively, under the 2016 Plan based on Cintas' fiscal 2017 EPS and their individual performance level, as outlined under the Annual Cash Incentives section.

In addition to these awards, Mr. Hansen was awarded 7,478 non-qualified stock options and 515 shares of restricted stock on October 13, 2016 in connection with his promotion to Senior Vice President - Finance and CFO.

Restricted stock for ~~named executive officers~~NEOs generally vests three years from the date of grant.

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Health, Retirement and Other Benefits

Cintas' benefits program includes retirement plans and group insurance plans. The objective of our group insurance plans is to provide our executive officers with reasonable and competitive levels of protection from events which could interrupt the executive officer's employment and/or income received as an active ~~employee.~~employee-partner.

The retirement plans offered to executive officers include Cintas' Partners' Plan and the Deferred Compensation Plan. The Partners' Plan is a noncontributory employee stock ownership plan and profit sharing plan with a 401(k) savings feature which covers substantially all ~~employees.~~employee-partners. The Deferred Compensation Plan is discussed in more detail in the Nonqualified Deferred Compensation for Fiscal ~~2017~~2023 table of this proxy statement, and its accompanying narrative and footnotes.

Executive perquisites are kept by the Compensation Committee to a minimal level and do not play a significant role in executive compensation. For the NEOs in fiscal 2023, executive perquisites consisted of automobile allowances, executive medical program participation and, for Mr. Farmer only, financial planning fees. These benefits and their incremental cost to Cintas are described in the Fiscal ~~2017~~2023 Summary Compensation Table and its footnotes. The Compensation Committee believes these perquisites to be reasonable, comparable with peer companies and consistent with Cintas' overall compensation practices.

Stock Ownership Guidelines

The Compensation Committee believes that Cintas' ~~named executive officers~~NEOs should own particular amounts of shares of stock to align their long-term objective of managing Cintas with the interests of Cintas' shareholders. The Compensation Committee has adopted a stock ownership requirement for the ~~named executive officers.~~NEOs. Each ~~named executive officer~~continuing NEO is required to maintain a minimum equity stake in Cintas stock based on his job position. The following table shows the stock ownership requirements for the ~~named executive officers:~~

NEOs:


Officer		Minimum Ownership Requirement (Multiple of Base Salary)

Chief Executive Officer		6x
All other continuing executive officers		3x


~~Officer~~		~~Minimum Ownership~~ ~~Requirement~~ ~~(Multiple of Base Salary)~~
~~Chief Executive Officer~~		6x
~~Chief Financial Officer~~	3x
~~President and Chief Operating Officer~~	3x
~~Senior Vice President, Secretary, and General Counsel~~	3x
~~Vice President and Treasurer~~	2x

The guidelines are assessed annually and are determined based on the current market practice and utilizing the respective ~~named executive officer's~~NEO's base salary and closing stock price on the last day of the fiscal year. The ~~named executive officers~~NEOs are notified about their ownership requirements annually. ~~With the exception of the CEO, all named executive officers must come into compliance within five years from the effective date of these requirements, which was July 2010.~~ All newly hired or promoted ~~named executive officers~~NEOs will have seven years from the time of hiring or promotion to achieve the minimum ownership requirement. Currently, all ~~named executive officers~~continuing NEOs are in compliance with their ownership ~~requirements.~~requirements (or are within the initial achievement window for such compliance).

For purposes of these requirements, stock ownership includes: (i) stock held outright by the ~~named executive officer~~NEO (or his spouse or dependents); (ii) stock held beneficially through the ~~Cintas~~ Partners' Plan; (iii) stock held in an individual brokerage account; (iv) stock granted to the ~~named executive officer~~NEO but not yet vested (i.e., restricted stock or restricted stock units); and (v) stock obtained through stock option exercise. Failure to meet or to show sustained progress toward meeting the ownership requirements may result in a reduction in future annual and/or long-term cash incentive payouts in the form of stock. Exceptions to these stock ownership requirements may be made at the discretion of the Compensation Committee if compliance would create a severe hardship.

Anti-Hedging Policy

Pursuant to our Insider Trading Policy, we have prohibited certain employees, including our officers, from purchasing any financial instrument or engaging in any other transaction, such as a zero-cost collar or a forward sale contract, that is designed to hedge or offset any decrease in the market value of Cintas securities. Our Insider Trading Policy also prohibits our officers from participating in short sales of Cintas securities and from participating in a transaction involving options, such as puts, calls or other derivative securities, involving Cintas securities, unless approved in advance by our ~~Chief Executive Officer~~CEO in connection with a planned retirement from Cintas. Such prohibitions apply to Cintas securities granted to the employee as part of compensation or otherwise held, directly or indirectly, by the employee. Currently, all ~~named executive officers~~NEOs are in compliance with this anti-hedging policy.

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Change in Control Agreements

Cintas has no policy regarding change in control agreements. For a further discussion on this topic, please see the section titled ~~"Potential~~"Potential Payments Upon Termination, Retirement or Change of ~~Control"~~Control" of this proxy statement.

~~Tax Deductibility of Compensation~~

Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation we may deduct in any one year with respect to certain named executive officers. There is an exception to the $1 million limitation for performance-based compensation meeting certain requirements. The Compensation Committee believes that this tax deduction is only one of several relevant considerations in setting compensation. As a result, the Compensation Committee may approve compensation that in certain cases is not deductible for federal income tax purposes. Moreover, even if the Compensation Committee intends to grant compensation that qualifies as performance-based compensation for purposes of Section 162(m) of the Code, Cintas cannot guarantee that such compensation will so qualify or ultimately will be deductible.

Recovery of Prior Awards

~~The Compensation Committee has adopted~~Cintas currently operates a claw-back policy, which provides that in the event of an accounting restatement due to material noncompliance with financial reporting requirements under the U.S. federal securities laws, the Compensation Committee has the right to use reasonable efforts to recover from any of our current or former officers who received ~~incentive based~~incentive-based compensation (including annual cash incentives, non-qualified stock options or restricted stock) during the three-year period preceding the date on which Cintas is required to prepare an accounting restatement, any excess ~~incentive based~~incentive-based compensation awarded as a result of the misstatement. This policy applies to incentive based compensation granted after June 1, 2011. ~~This claw-back policy is intended~~We expect to ~~be interpreted (or~~review and consider changes to our clawback provisions in ~~future years revised) in a manner consistent with any applicable rules or regulations adopted by the SEC or NASDAQ as contemplated by Section 10D~~light of the ~~Securities Exchange Act of 1934 and any other applicable law and shall otherwise be interpreted in the best business judgment~~recent promulgation of the ~~Compensation Committee.~~final Dodd-Frank Act clawback rules.

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FISCAL ~~2017~~2023 SUMMARY

COMPENSATION TABLE

The following table provides information regarding the compensation of our Chief Executive Officer during fiscal 2023, our Chief Financial Officer during fiscal 2023 and our three other ~~most highly compensated~~named executive officers ~~during~~for fiscal ~~2017~~, ~~2016~~ ~~and~~ ~~2015. These individuals are collectively referred to as our named executive officers.~~2023.

Name and Principal
Position
Fiscal
Year
Salary
($)
Bonus⁽¹⁾
($)
Stock Awards⁽²⁾
($)
Option Awards⁽²⁾
($)
Non-Equity
Incentive Plan
Compensation⁽³⁾
($)
All Other
Compensation⁽⁴⁾
($)
Total
($)
Scott D. Farmer 2017 1,030,000
—
6,037,004
—
1,037,725
445,892
8,550,621
Chairman of the Board and 2016 1,000,000
—
5,171,886
—
1,034,526
280,362
7,486,774
Chief Executive Officer 2015 840,474
—
4,116,782
—
802,400
332,640
6,092,296
J. Michael Hansen 2017 400,000
—
528,721
329,677
275,600
57,688
1,591,686
Senior Vice President - 2016 360,000
—
452,980
315,800
229,336
43,203
1,401,319
Finance and Chief Financial Officer 2015 340,000
—
198,298
160,649
159,888
49,278
908,113
J. Phillip Holloman 2017 663,285
—
2,508,902
—
342,244
165,090
3,679,521
President and Chief 2016 643,966
—
2,149,422
—
603,065
113,297
3,509,750
Operating Officer 2015 625,210
—
1,710,798
—
471,780
155,273
2,963,061
Thomas E. Frooman 2017 514,537
—
656,336
329,677
358,397
70,595
1,929,542
Senior Vice President, 2016 499,550
—
568,902
315,800
373,473
56,411
1,814,136
Secretary and General Counsel 2015 485,000
—
457,660
289,866
398,825
70,638
1,701,989
Paul F. Adler 2017 262,500
—
174,020
108,508
125,398
32,837
703,263
Vice President and 2016 250,000
—
149,106
103,930
109,696
40,329
653,061
Treasurer


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards(1) ($)	Option Awards(1) ($)	Non-Equity Incentive Plan Compen- sation(2) ($)	All Other Compen- sation(3) ($)	Total ($)
Todd M. Schneider	2023	1,040,000	—	4,442,984	—	1,924,000	163,272	7,570,256
President and Chief Executive Officer	2022	1,000,000	—	4,316,592	506,307	1,850,000	104,201	7,777,100
	2021	638,703	—	1,176,207	676,531	1,110,486	139,808	3,741,735
Scott D. Farmer	2023	500,000	—	2,220,614	—	925,000	338,772	3,984,386
Executive Chairman of the Board	2022	500,000	—	2,073,717	—	925,000	407,029	3,905,746
	2021	1,145,772	—	5,058,293	—	2,073,561	757,767	9,035,393
J. Michael Hansen	2023	641,659	—	1,054,111	—	952,198	65,446	2,713,414
Executive Vice President and Chief Financial Officer	2022	616,980	—	490,988	491,455	915,544	69,540	2,584,507
	2021	533,925	—	705,661	405,882	732,919	110,929	2,489,316
Michael L. Thompson	2023	583,390	—	995,281	—	927,553	87,145	2,593,369
Former Executive Vice President and Chief Administrative Officer	2022	560,952	—	927,684	—	891,884	80,583	2,461,103
	2021	480,816	—	998,368	—	707,195	107,051	2,293,430
D. Brock Denton	2023	520,000	—	442,103	564,102	496,080	36,807	2,059,092
Senior Vice President, General Counsel and Secretary	2022	500,000	—	467,920	582,818	477,000	18,853	2,046,591

___________


⁽¹⁾	~~There were no discretionary cash bonuses paid to any named executive officer during fiscal~~ ~~2017~~, ~~2016~~ or ~~2015. A discretionary cash bonus is a cash payment made outside of the Management Incentive Plan and determined at the discretion of the Compensation Committee.~~

⁽²⁾

The amounts reported for restricted stock, restricted stock units and stock options are the aggregate grant date fair values of awards granted during the fiscal year calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718). For more information on the assumptions used for these awards, see Note 12 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended May 31, ~~2017~~. Amounts disclosed represent the probable outcome of the applicable performance conditions. In the event that the highest level of performance was achieved for these awards, the amounts would be as follows: $12,074,008 for Mr. S. D. Farmer, $1,716,796 for Mr. Hansen, $5,017,804 for Mr. Holloman, $1,972,026 for Mr. Frooman and $565,056 for Mr. Adler.


⁽³⁾	~~Reflects the annual cash incentive awards earned by the named executive officers under the Management Incentive Plan discussed in further detail beginning on page 17.~~

⁽⁴⁾

~~All other compensation for fiscal~~ ~~2017~~ includes reimbursements for auto allowances, executive medical programs, Cintas Partner's Plan contributions and restricted stock dividends. Cintas Partners' Plan contributions were as follows: $10,457 for Mr. S. D. Farmer, $10,277 for Mr. Hansen, $10,264~~for Mr. Holloman,~~$10,200 for Mr. Frooman and $10,252 for Mr. Adler. Restricted stock dividends were as follows: $399,774 for Mr. S. D. Farmer, $31,538 for Mr. Hansen, $144,563 for Mr. Holloman, $46,199 for Mr. Frooman and $5,953 for Mr. Adler. All other compensation for fiscal ~~2017~~ ~~also includes financial planning fees for Mr. S. D. Farmer.~~

(1)The amounts reported for fiscal 2023 restricted stock and stock options are the aggregate grant date fair values of awards granted during the fiscal year calculated in accordance with ASC 718. For more information on the assumptions used for these awards, see Note 11 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended May 31, 2023. Amounts disclosed for fiscal 2023 represent the probable outcome of the applicable performance conditions. In the event that the highest level of performance was achieved for these awards, the aggregate amounts would be as follows: $8,885,967 for Mr. Schneider; $4,441,328 for Mr. Farmer; $2,108,222 for Mr. Hansen; $1,991,440 for Mr. Thompson; and $2,012,411 for Mr. Denton.

(2)Reflects for fiscal 2023, the annual cash incentive awards earned by the NEOs under the Management Incentive Plan discussed in further detail beginning on page 23.

(3)All other compensation for fiscal 2023 includes reimbursements or payments for automobile allowances, executive medical program participation, Partner's Plan contributions and restricted stock dividends. Cintas Partners' Plan contributions were as follows: $16,113 for Mr. Schneider; $16,264 for Mr. Farmer; $13,542 for Mr. Hansen;$16,001 for Mr. Thompson; and $14,272 for Mr. Denton. Restricted stock dividends were as follows: $130,882 for Mr. Schneider; $286,009 for Mr. Farmer; $41,904 for Mr. Hansen; $55,458 for Mr. Thompson; and $7,851 for Mr. Denton. All other compensation for fiscal 2023 also includes financial planning fees for Mr. Farmer.

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GRANTS OF PLAN-BASED

AWARDS FOR FISCAL ~~2017~~2023

The following table sets forth certain information regarding all grants of plan-based awards made to the ~~named executive officers~~NEOs during fiscal ~~2017~~:2023:

Estimated Possible Payouts Under Non-Equity Incentive
Plan Awards
Estimated Possible Payouts Under Equity Incentive
Plan Awards

Name
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Exercise
or Base
Price of
Option
Awards⁽⁷⁾
($/sh)
Grant Date
Fair Value of Stock and Option
Awards⁽⁸⁾
($)
Scott D. Farmer⁽¹⁾
8/15/2016 0
669,500
1,171,625

8/15/2016⁽⁴⁾
0 56,200
112,400
6,037,004
J. Michael Hansen⁽²⁾
8/15/2016 0
159,000
318,000

8/15/2016⁽⁵⁾
0 14,766
29,532
107.42 329,677

8/15/2016⁽⁶⁾
0 4,922
9,844
528,721
J. Phillip Holloman⁽³⁾
8/15/2016 0
399,351
698,865

8/15/2016⁽⁴⁾
0 23,356
46,712
2,508,902
Thomas E. Frooman⁽²⁾
8/15/2016 0
241,616
483,232

8/15/2016⁽⁵⁾

0 14,766
29,532
107.42 329,677

8/15/2016⁽⁶⁾

0 6,110
12,220
656,336
Paul F. Adler⁽²⁾
8/15/2016 0
72,345
144,690

8/15/2016⁽⁵⁾
0 4,860
9,720
107.42 108,508

8/15/2016⁽⁶⁾
0 1,620
3,240
174,020


		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Possible Payouts Under Equity Incentive Plan Awards			Exercise or Base Price of Option Awards(6) ($/sh)	Grant Date Fair Value of Stock and Option Awards(7) ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Todd M.		0	1,040,000	1,924,000	—	—	—	—	—
Schneider(1)	8/15/2022(3)	—	—	—	0	10,120	20,240	—	4,442,984
Scott D.		0	500,000	925,000	—	—	—	—	—
Farmer(1)	8/15/2022(3)	—	—	—	0	5,058	10,116	—	2,220,614
J. Michael		0	476,099	952,198	—	—	—	—	—
Hansen(2)	8/15/2022(3)	—	—	—	0	2,401	4,802	—	1,054,111
Michael L.		0	463,777	927,554	—	—	—	—	—

Thompson(2)	8/15/2022(3)	—	—	—	0	2,267	4,534	—	995,281
D. Brock		0	248,040	496,080	—	—	—	—	—
Denton(2)	8/15/2022(4)	—	—	—	0	4,967	9,934	439.03	564,102
	8/15/2022(5)	—	—	—	0	1,007	2,014	—	442,103

___________

⁽¹⁾

Mr. S. D. Farmer is eligible for an annual cash incentive and a long-term equity incentive award based on the achievement of targeted fiscal 2017 Cintas EPS and sales growth. Mr. S. D. Farmer is also eligible for an annual cash incentive based on other non-financial performance goals outlined by the Compensation Committee. If Cintas meets the targeted EPS and targeted sales growth and Mr. S. D. Farmer achieves his non-financial goals, Mr. S. D. Farmer will receive the targeted amount for the annual cash incentive. The portion of the annual cash incentive related to EPS and sales growth can decrease to 0% or increase up to 200%. The portion of the annual cash incentive related to other performance goals can decrease to 0% but not exceed the targeted amount, depending on the extent to which these goals are achieved. Restricted stock is granted pursuant to the terms and conditions of the 2016 Plan based on achievement against fiscal 2017 EPS and sales growth goals.

⁽²⁾

Mr. Hansen, Mr. Frooman and Mr. Adler are eligible for an annual cash incentive and a long-term equity incentive award based on the achievement of targeted fiscal 2017 Cintas EPS and individual goals linked to the named executive officer's individual area of responsibility. If Cintas meets the targeted EPS and the named executive officer achieves his individual goals, he will receive the targeted amount. This amount can decrease to 0% or increase up to 200% of the target depending on the extent to which EPS and individual goals are achieved. If the goals up to a certain level are not met, no incentive will be paid. Restricted stock and non-qualified stock options are granted pursuant to the terms and conditions of the 2016 Plan.

⁽³⁾

Mr. Holloman is eligible for an annual cash incentive and a long-term equity incentive award based on the achievement of targeted fiscal 2017 Cintas EPS and sales and net income growth for operations within his responsibility. Mr. Holloman is also eligible for an annual cash incentive based on the accomplishment of certain non-financial goals outlined by the Compensation Committee. If Cintas meets the targeted EPS and targeted sales and net income growth for operations within his responsibility and Mr. Holloman achieves his individual goals, Mr. Holloman will receive the targeted amount for the annual cash incentive. The portion of the annual cash incentive related to EPS, sales growth and income growth can decrease to 0% or increase up to 200%. The portion of the annual cash incentive related to other performance goals can decrease to 0% but not exceed the targeted amount, depending on the extent to which these goals are achieved. Restricted stock is granted pursuant to the terms and conditions of the 2016 Plan based on achievement against goals related to fiscal 2017 EPS and sales and net income growth for operations within Mr. Holloman's responsibility.

(1)Mr. Schneider and Mr. Farmer are eligible for an annual cash incentive and a long-term equity incentive award based on the achievement of targeted fiscal 2023 Cintas EPS and fiscal 2023 sales growth. Mr. Schneider and Mr. Farmer are also eligible for an annual cash incentive based on the accomplishment of non-financial goals outlined by the Compensation Committee. If Cintas meets the targeted EPS and targeted sales growth and the NEO achieves his non-financial goals, he will receive the targeted amount for the annual cash incentive. The portion of the annual cash incentive related to EPS and sales growth can decrease to 0% or increase up to 200%. The portion of the annual cash incentive related to the non-financial performance goals can decrease to 0% but not exceed the targeted amount, depending on the extent to which these goals are achieved. If the goals up to a certain level are not met, no incentive will be paid. Restricted stock is granted pursuant to the terms and conditions of the 2016 Plan based on achievement against fiscal 2023 EPS and sales growth goals.


⁽⁴⁾	With consideration that Mr. S. D. Farmer and Mr. Holloman are over the age of 55, the Compensation Committee determined that both Mr. S. D. Farmer's and Mr. Holloman's awards would be settled in restricted stock. Restricted stock vests after three years and is settled in shares.


⁽⁵⁾	~~Stock option portion of the fiscal~~ ~~2017~~ ~~equity opportunity. Stock options vest at a rate of 33% per year, beginning on the third anniversary of the date of grant and ending on the fifth anniversary of the date of grant.~~


⁽⁶⁾	~~Restricted stock portion of the fiscal~~ ~~2017~~ ~~equity opportunity, actual grants under which will vest three years from the date of actual grant.~~


⁽⁷⁾	~~The exercise price of the option is equal to the closing stock price on the date of actual grant.~~


~~(8)~~	Amounts shown in this column represent the grant date fair value of stock and option awards calculated in accordance with ASC 718. The fair value of stock awards was determined by using the stock price on the date of the grant. The fair value of option awards was determined using the Black-Scholes model.

(2)Mr. Hansen, Mr. Thompson and Mr. Denton are eligible for an annual cash incentive and a long-term equity incentive award based on the achievement of targeted fiscal 2023 Cintas EPS and an individual performance component (consisting of an overall subjective performance evaluation rather than performance against specified individual performance goals). If Cintas meets the targeted EPS and the NEO meets a particular individual performance level, he will receive the targeted amount. This amount can decrease to 0% or increase up to 200% of the target depending on the extent to which the EPS goal and individual performance are achieved. If achievement up to a certain level is not attained, no incentive will be paid. Restricted stock and non-qualified stock options are granted pursuant to the terms and conditions of the 2016 Plan based on achievement against fiscal 2023 EPS goals and individual achievement.

(3)With consideration that Mr. Schneider, Mr. Farmer, Mr. Hansen and Mr. Thompson are over the age of 55, the Compensation Committee determined that Mr. Schneider's, Mr. Farmer's, Mr. Hansen's and Mr. Thompson's long-term equity incentive awards would be paid in restricted stock. Restricted stock generally vests after three years from the date of actual grant.

(4)Represents the stock option portion of the fiscal 2023 equity opportunity. Stock options generally vest at a rate of 33% per year, beginning on the third anniversary of the date of actual grant of the stock options and ending on the fifth anniversary of the date of actual grant of the stock options.

(5)Represents the restricted stock portion of the fiscal 2023 equity opportunity, actual grants under which will generally vest three years from the date of actual grant of the shares.

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(6)The exercise price of the option portion of the fiscal 2023 equity opportunity is equal to the closing stock price on the date of actual grant of the stock options. See page 34 for more information.

(7)Amounts shown in this column represent the grant date fair value of stock and option awards calculated in accordance with ASC 718. The fair value of stock awards was determined by using the closing stock price on the date of the grant. The fair value of option awards was determined using the Black-Scholes model.

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OUTSTANDING EQUITY AWARDS

AT FISCAL ~~2017~~2023 YEAR-END

The following table provides information regarding unexercised stock options and unvested stock awards held by our ~~named executive officers~~NEOs as of May 31, ~~2017~~2023 (plus grants made on August 10, 2023):


	Option Awards(1)					Stock Awards(2)
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)
Todd M.	7/24/2018	—	8,881	206.99	7/24/2028
Schneider	7/31/2018	—	2,747	204.48	7/31/2028
	7/23/2019	—	16,587	260.79	7/23/2029
	7/28/2020	—	12,336	293.56	7/28/2030
	7/27/2021	—	20,629	388.86	7/27/2031
	7/27/2021	—	6,179	388.86	7/27/2031
	—					52,748	24,904,441
Scott D.
Farmer	—					69,065	32,608,349
J. Michael	7/25/2017	8,532	—	137.30	7/25/2027
Hansen	7/24/2018	8,322	8,323	206.99	7/24/2028
	7/31/2018	3,050	1,526	204.48	7/31/2028
	7/23/2019	5,546	11,094	260.79	7/23/2029
	7/28/2020	—	7,401	293.56	7/28/2030
	7/27/2021	—	11,708	388.86	7/27/2031
	7/26/2022	—	11,848	397.83	7/26/2032
	—					13,667	6,452,737
Michael L.	7/24/2018	—	7,849	206.99	7/24/2028
Thompson	7/31/2018	—	2,137	204.48	7/31/2028
	7/23/2019	—	9,776	260.79	7/23/2029
	7/28/2020	—	6,990	293.56	7/28/2030
	—					17,101	8,074,066
D. Brock	8/27/2021	—	2,045	391.69	8/27/2031
Denton	7/26/2022	—	9,932	397.83	7/26/2032
	8/10/2023	—	9,934	490.16	8/10/2033
	—					4,248	2,005,651

Option Awards⁽¹⁾
Stock Awards⁽²⁾
Name
Grant
Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares
or Units of
Stock That
Have Not
Vested
(#)
Market Value
of Shares
or Units of
Stock That
Have Not
Vested
($)
Scott D. Farmer 7/23/2007 1,500
—
38.74
7/23/2017
7/26/2010 20,589
—
26.23
7/26/2020
7/21/2011 94,467
—
34.18
7/21/2021
7/23/2012 90,728
45,365
37.57
7/23/2022
7/29/2013 24,474
48,948
46.91
7/29/2023

398,459
50,158,019
J. Michael Hansen 7/22/2010 1,169
—
25.88
7/22/2020

7/30/2010 3,000
—
26.46
7/30/2020

7/21/2011 5,650
—
34.18
7/21/2021

7/18/2012 6,416
3,209
37.91
7/18/2022

7/17/2013 2,189
4,380
47.22
7/17/2023

7/17/2014 —
11,000
63.45
7/17/2024

1/30/2015 —
16,000
78.70
1/30/2025
7/20/2015 —
15,750
86.10
7/20/2025

7/26/2016 —
26,370
108.39
7/26/2026
10/13/2016 —
7,478
109.33
10/13/2026
7/25/2017 —
25,596
137.30
7/25/2027

32,246
4,059,126
J. Phillip Holloman 1/31/2008 25,000
—
32.82
1/31/2018

127,596
16,061,784
Thomas E. Frooman 7/21/2011 20,100
—
34.18
7/21/2021

7/18/2012 17,982
8,993
37.91
7/18/2022

7/17/2013 6,609
13,219
47.22
7/17/2023

7/17/2014 —
29,050
63.45
7/17/2024

7/20/2015 —
29,050
86.10
7/20/2025

7/26/2016 —
24,450
108.39
7/26/2026
7/25/2017 —
21,904
137.30
7/25/2027

43,800
5,513,544
Paul F. Adler 7/18/2012 1,866
934
37.91
7/18/2022
7/17/2013 731
1,463
47.22
7/17/2023
7/17/2014 —
3,000
63.45
7/17/2024
6/26/2015 —
4,902
85.41
6/26/2025
7/20/2015 —
3,000
86.10
7/20/2025
7/26/2016 —
8,047
108.39
7/26/2026
7/25/2017 —
8,424
137.30
7/25/2027
7,284
916,910
___________

⁽¹⁾

(1)Stock options ~~granted after June 1, 2008,~~ have a 10-year term and generally vest at a rate of 33% per year, beginning on the third anniversary of the date of grant and ending on the fifth anniversary of the date of grant. Stock options granted prior to June 1, 2008, have a 10-year term and vest at a rate of 20% per year, beginning on the fifth anniversary of the date of grant with the following exceptions:

~~Age 51 at fiscal year-end – 25% per year vesting, beginning~~ fifth anniversary of ~~grant~~the date of grant.

~~Age 52 at fiscal year-end – 33% per year vesting, beginning fifth anniversary~~

(2)Restricted stock awards generally vest three years from the date of ~~grant~~grant. The following table indicates the dates when the shares of restricted stock held by each NEO vest and are no longer subject to forfeiture:

~~Age 53 at fiscal year-end – 50% per year vesting, beginning fifth anniversary of grant~~


Vesting Date	Todd M. Schneider	Scott D. Farmer	J. Michael Hansen	Michael L. Thompson	D. Brock Denton








7/28/2023	4,112	18,515	2,467	2,330	—
7/27/2024	7,310	29,892	3,902	5,521	—
8/27/2024	—	—	—	—	144
7/26/2025	21,086	10,542	2,496	4,716	2,092
8/10/2026	20,240	10,116	4,802	4,534	2,012

~~Age 54 at fiscal year-end – 100% per year vesting, beginning fifth anniversary of grant~~

~~Age 55 or older at fiscal year-end – stock options are never granted~~


~~(2)~~	Restricted stock and restricted stock unit awards generally vest three years from the date of grant. The following table indicates the dates when the shares of restricted stock or restricted stock units held by each named executive officer vest and are no longer subject to forfeiture:

Table of restricted stock and an option to purchase 2,637 shares of Cintas common stock at an exercise price equal to the closing market price on the date of grant of October 18, 2016. In addition, due to Mr. Coletti being appointed to the Board in the middle of fiscal 2017, he received a prorated grant in fiscal 2017. Mr. Coletti was granted 104 shares of restricted stock and an option to purchase 499 shares of Cintas common stock at an exercise price equal to the closing market price on the date of grant of August 1, 2016. Beginning in fiscal 2015, both restricted stock awards and stock options vest 100% after one year from the date of the grant. Prior to fiscal 2015, restricted stock awards vest 100% after three years from the date of grant, and stock options vest 25% per year, beginning on the first anniversary of the grant.

Nonemployee directors may choose to defer all or part of the cash compensation into Cintas common stock equivalents with dividends or into a deferred account that earns interest at a rate equal to one-year U.S. treasury bills, determined as of the preceding December 31, increased by 100 basis points. Deferred fees are payable either in a lump sum or in 12 to 120 monthly installments beginning in the month selected by the director, but in no case later than the first month after the director leaves the Board.

~~The following table details fiscal~~ ~~2017~~ ~~compensation paid to nonemployee directors:~~

Contents

Name
Fees Earned
or Paid in Cash⁽¹⁾
($)
Stock
Awards⁽²⁾⁽³⁾
($)
Option
Awards⁽²⁾⁽³⁾
($)
Total
($)
Gerald S. Adolph 100,225
59,078
59,016
218,319
John F. Barrett 96,850
59,078
59,016
214,944
Melanie W. Barstad 90,700
59,078
59,016
208,794
Robert E. Coletti 81,550
70,249
70,079
221,878
James J. Johnson 93,000
59,078
59,016
211,094
Joseph Scaminace 106,575
59,078
59,016
224,669
Ronald W. Tysoe 109,650
59,078
59,016
227,744

~~___________~~


⁽¹⁾			~~Represents the amount of cash compensation earned in fiscal~~ ~~2017~~ for Board and committee service. A director may choose to have all or part of his or her cash compensation deferred in the form of Cintas stock or one-year U.S. treasury bills plus 100 basis points. The directors who invested in Cintas stock would receive earnings equal to any other shareholder who invested like money at the same time during fiscal ~~2017. Mr. Adolph, Mr. Barrett, Mr. Coletti and Mr. Johnson chose to receive~~ STOCK OWNERSHIP

all or a portion of their fees in Cintas stock as described above. Mr. Adolph received 892 shares, Mr. Barrett received 863 shares, Mr. Coletti received 348 shares and Mr. Johnson received 413 shares.

⁽²⁾

The amounts reported for restricted stock and stock options is the aggregate grant date fair value of awards granted during the fiscal year calculated in accordance with the stock-based compensation accounting rules set forth in ASC 718. For more information on the assumptions used, see Note 12 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended May 31, ~~2017~~.

⁽³⁾

Mr. Coletti received two awards during fiscal 2017, both comprised of restricted stock and the option to buy common stock, as noted above. For his prorated grant, the grant date fair values of the stock awards and option awards were $11,171 and $11,063, respectively. For Mr. Coletti's annual grant, the grant date fair values of the stock awards and option awards were $59,078 and $59,016, respectively.

~~Stock Ownership Guidelines~~

The guidelines are assessed annually and are determined based on the current market practice and utilizing the cash retainer and closing common stock price on the last day of the fiscal year. The directors are notified about their ownership requirements annually. All directors must come into compliance within five years from the effective date of these requirements, which was in January 2013. All newly appointed directors will have five years from the time of appointment to achieve the minimum ownership requirement.

~~Anti-Hedging Policy~~

Pursuant to our Insider Trading Policy, we have prohibited our directors from purchasing any financial instrument or engaging in any other transaction, such as a zero-cost collar or a forward sale contract, that is designed to hedge or offset any decrease in the market value of Cintas securities. Our Insider Trading Policy also prohibits our directors from participating in short sales of Cintas securities and from participating in a transaction involving options, such as puts, calls or other derivative securities, involving Cintas securities, unless approved in advance by our Chairman of the Board and Chief Executive Officer in connection with a planned retirement from Cintas. Currently, all directors are in compliance with this anti-hedging policy.

~~Outstanding restricted stock awards and option awards for each director at~~ ~~May 31, 2017~~ ~~are as follows:~~

Name
Restricted Stock Outstanding
(#)
Options Outstanding
(#)
Gerald S. Adolph 545
32,811
John F. Barrett 545
17,847
Melanie W. Barstad 545
18,458
Robert E. Coletti 649
3,136
James J. Johnson 545
29,135
Joseph Scaminace 545
24,713
Ronald W. Tysoe 545
14,515

PRINCIPAL

SHAREHOLDERS

The following table sets forth the names and addresses of the only shareholders known by Cintas to own beneficially 5% or more of its outstanding Common Stock as of August ~~18, 2017:~~28, 2023:



Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Scott D. Farmer⁽¹⁾	~~15,319,339~~^{14,424,614 (4)}		~~14.2~~	%14.1%
Vanguard Group, Inc.⁽²⁾	~~9,266,612~~^{10,196,323 (5)}		~~8.6~~	%10.0%
Blackrock, Inc.⁽³⁾	~~6,607,462~~^{7,991,359 (6)}	7.8%
	~~6.1~~	%

___________


⁽¹⁾	~~The mailing address of Scott D. Farmer is Cintas Corporation, 6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio 45262-5737.~~


⁽²⁾	~~The mailing address of Vanguard Group, Inc. is P.O. Box 2600 V26, Valley Forge, Pennsylvania 19482-2600.~~


⁽³⁾	~~The mailing address of Blackrock, Inc. is 55 East 52nd Street, New York, New York 10055.~~

⁽⁴⁾

Mr. S. D. Farmer has sole voting and dispositive power over 15,319,339 shares of Cintas common stock. This amount includes (a) 903,223 shares of Cintas common stock held directly by Mr. S. D. Farmer, of which 17,600 shares are pledged, (b) 9,376,387 shares of Cintas common stock held indirectly by Mr. S. D. Farmer through Summer Hill Partners, LLLP, 3,912,800 shares held indirectly by Summer Hill Partners II, LLC and 14,100 shares held indirectly by a limited liability company under control of Mr. S. D. Farmer via a trust, (c) 723,669 shares of Cintas common stock held indirectly by Mr. S. D. Farmer through trusts for the benefit of Mr. S. D. Farmer and members of his immediate family over which Mr. S. D. Farmer serves as trustee, (d) 83,880 shares of Cintas common stock held indirectly by Mr. S. D. Farmer through a limited partnership (e) 4,038 shares of Cintas common stock held indirectly by Mr. S. D. Farmer through his spouse and (f) 1,143 shares of Cintas common stock held indirectly by Mr. S. D. Farmer through an ESOP.

(1)The mailing address of Scott D. Farmer is 8044 Montgomery Road, Suite 480, Cincinnati, Ohio 45236.

(2)The mailing address of Vanguard Group, Inc. is P.O. Box 2600 V26, Valley Forge, Pennsylvania 19482-2600.

(3)The mailing address of Blackrock, Inc. is 55 East 52nd Street, New York, New York 10055.

(4)Mr. Farmer has sole voting and dispositive power over 14,424,614 shares of Cintas common stock. This amount includes (a) 327,899 shares of Cintas common stock held directly by Mr. Farmer, of which 4,889 shares are pledged, (b) 8,376,387 shares of Cintas common stock held indirectly by Mr. Farmer through Summer Hill Partners, LLLP, 3,912,800 shares held indirectly by Summer Hill Partners II, LLC, 394,214 shares held indirectly by a limited liability company under control of Mr. Farmer, 1,000,000 shares held indirectly by Summer Hill Partners IV, LLC (c) 323,669 shares of Cintas common stock held indirectly by Mr. Farmer through trusts for the benefit of Mr. Farmer and members of his immediate family over which Mr. Farmer serves as trustee, (d) 83,880 shares of Cintas common stock held indirectly by Mr. Farmer through a limited partnership (e) 4,577 shares of Cintas common stock held indirectly by Mr. Farmer through his spouse and (f) 1,188 shares of Cintas common stock held indirectly by Mr. Farmer through an employee stock ownership plan.

While Mr. ~~S.D.~~ Farmer may be deemed to have or share voting or dispositive power with respect to shares of Cintas common stock owned by Summer Hill Partners, LLLP, Summer Hill Partners II, LLC, Summer Hill Partners IV, LLC, trusts, a limited partnership and a limited liability company, he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. ~~In addition~~

(5)As reported on Schedule 13F-HR filed on August 14, 2023, Vanguard Group, Inc. has sole dispositive power with respect to ~~the amounts noted above, the total amount also includes 300,097 shares issuable upon the exercise of options within 60 days of August 18, 2017, and two~~9,832,977 shares of Cintas common stock, ~~recently granted through an ESOP.~~


⁽⁵⁾	As reported on Schedule 13F-HR filed on August 11, 2017, Vanguard Group, Inc. has sole voting power over 130,125 shares of Cintas common stock and sole dispositive power over 9,266,612 shares of Cintas common stock.


⁽⁶⁾	As reported on Schedule 13F-HR filed on August 10, 2017, Blackrock, Inc. has sole voting power over 5,724,106 shares of Cintas common stock and sole dispositive power over 6,607,462 shares of Cintas common stock.

shared dispositive power with respect to 363,346 shares of Cintas common stock and shared voting power with respect to 120,138 shares of Cintas common stock.

(6)As reported on Schedule 13F-HR filed on August 11, 2023, Blackrock, Inc. has sole dispositive power with respect to 7,991,359 shares of Cintas common stock and sole voting power with respect to 7,152,379 shares of Cintas common stock.

Table of Contents

SECURITY OWNERSHIP OF DIRECTOR

NOMINEES AND

~~NAMED~~ EXECUTIVE OFFICERS

The following table shows the amount of Cintas Corporation Common Stock each director and ~~named executive officer named~~NEO included in the Summary Compensation Table, and the directors and executive officers, as a group, owned on August ~~18, 2017:~~28, 2023:



		~~Common Stock~~ ~~Beneficially Owned~~⁽¹⁾
~~Name and Age of~~ ~~Beneficial Owner~~	~~Position~~	~~Amount and Nature of~~ ~~Beneficial Ownership~~	~~Percent of~~ ~~Class~~

~~Scott D. Farmer~~ 58	~~Chairman of the Board and Chief Executive Officer~~	~~15,319,339~~⁽²⁾	~~14.2%~~
~~Richard T. Farmer~~ 82	~~Chairman Emeritus of the Board~~	~~4,130,384~~⁽³⁾	~~3.8%~~
~~Gerald S. Adolph~~ 63	~~Director~~	~~38,554~~	*
~~John F. Barrett~~ 68	~~Director~~	~~24,506~~⁽⁴⁾	*
~~Melanie W. Barstad~~ 64	~~Director~~	~~20,098~~	*
~~Robert E. Coletti~~ 60	~~Director~~	~~397,142~~⁽⁵⁾	*
~~James J. Johnson~~ 70	~~Director~~	~~34,552~~	*
~~Joseph Scaminace~~ 64	~~Director~~	~~28,509~~	*
~~Ronald W. Tysoe~~ 64	~~Director~~	~~19,005~~	*
~~J. Michael Hansen~~ 49	~~Senior Vice President - Finance and Chief Financial Officer~~	~~82,139~~	*
~~J. Phillip Holloman~~ 62	~~President and Chief Operating Officer~~	~~161,434~~	*
~~Thomas E. Frooman~~ 50	~~Senior Vice President, Secretary and General Counsel~~	~~156,962~~	*
~~Paul F. Adler~~ 46	~~Vice President and Treasurer~~	~~19,630~~	*
~~All Directors and Executive Officers as a Group (13 persons)~~		~~20,432,254~~⁽⁶⁾	~~18.9%~~

Common Stock

Beneficially Owned(1)

Name of Beneficial Owner

Position

Amount and
Nature of Beneficial Ownership

Percent
of Class

Scott D. Farmer

Executive Chairman of the Board

14,424,614

(2)

14.1%

Todd M. Schneider

President, Chief Executive Officer
and Director

190,500

Gerald S. Adolph

Director

49,051

John F. Barrett

Director

40,905

(3)

Melanie W. Barstad

Director

19,670

Karen L. Carnahan

Director

10,562

Robert E. Coletti

Director

328,851

(4)

Martin Mucci

Director

Joseph Scaminace

Director

22,031

Ronald W. Tysoe

Director

22,459

J. Michael Hansen

Executive Vice President and
Chief Financial Officer

126,639

(5)

Michael L. Thompson

Executive Vice President and
Chief Administrative Officer

70,137

(6)

D. Brock Denton

Senior Vice President, General
Counsel and Secretary

4,360

All Directors and Current Executive Officers as a Group (13 persons)

15,304,039

(7)

14.9%

__________

* Less than 1%

⁽¹⁾

Included in the amount of Common Stock beneficially owned are the following shares of Common Stock for options exercisable within 60 days: Mr. S. D. Farmer – 300,097 shares; Mr. Adolph – 27,419 shares; Mr. Barrett – 14,455 shares; Ms. Barstad – 15,066 shares; Mr. Coletti – 499; Mr. Johnson – 25,743 shares; Mr. Scaminace – 21,321 shares; Mr. Tysoe – 11,123 shares; Mr. Hansen – 27,488 shares; Mr. Holloman – 25,000 shares; Mr. Frooman – 69,976 shares; and Mr. Adler – 5,262.

(1)The following shares of common stock for options exercisable within 60 days for each director and current NEO are included in the amount of common stock beneficially owned: Mr. Farmer - 0, Mr. Adolph - 18,985, Mr. Barrett - 18,985, Ms. Barstad - 13,420, Ms. Carnahan - 4,646, Mr. Coletti - 11,529, Mr. Mucci - 0 Mr. Scaminace - 11,030, Mr. Tysoe - 15,974, Mr. Schneider - 0, Mr. Hansen - 43,312, Mr. Thompson - 0, and Mr. Denton - 0.

(2)See Principal Shareholders on page 49.

⁽²⁾

(3)Includes 4,950 shares held by a family trust.

(4)Includes 3,152 shares of Cintas common stock held directly by Mr. Coletti, 94,054 shares held indirectly by family trusts under the control of Mr. Coletti's spouse, 70,733 shares held by a limited liability company under the control of Mr. Coletti's spouse and 149,383 shares held indirectly by Mr. Coletti through his spouse, of which 4,698 shares are pledged.

(5)Includes 46,752 shares held by family trusts.

(6)Includes 37,872 shares held by family trusts.

(7)Includes options for 137,881 shares, which are exercisable within 60 days.

~~See Principal Shareholders on page 34.~~


⁽³⁾	~~Includes 4,129,447 shares held indirectly by Mr. R. T. Farmer through trusts for the benefit of Mr. R. T. Farmer and his spouse.~~


⁽⁴⁾	~~Includes 4,950 shares held by a family trust.~~

⁽⁵⁾

Includes 122,733 shares held indirectly by a limited partnership under the control of Mr. Coletti's spouse, of which 37,793 shares are pledged as security, 94,054 shares held indirectly by a family trust under the control of Mr. Coletti's spouse, 150,000 shares held by a limited liability company under the control of Mr. Coletti's spouse via a trust and 28,307 shares held indirectly by Mr. Coletti's spouse, of which 22,256 shares are pledged.


⁽⁶⁾	~~Includes options for 543,449 shares, which are exercisable within 60 days.~~

Pursuant to the Directors' Deferred Compensation Plan, the following Directors have been credited with the following number of phantom stock units as of August ~~18, 2017:~~28, 2023: Mr. Adolph - ~~10,457;~~12,969; Mr. Barrett - ~~7,341;~~10,015; Ms. Barstad - 661; Ms. Carnahan - 1,192; Mr. Coletti - ~~488; Mr. Johnson - 6,195;~~2,364; and Mr. Tysoe - ~~8,839.~~9,473. The holders do not have voting or investment power over these phantom stock units.

~~The following is a description~~

Table of ~~our current non-director named executive officers:~~Contents

J. Michael Hansen joined Cintas in 1995. He has held various positions within Cintas, including General Manager of the Cincinnati First Aid and Fire locations and Corporate Controller. He was appointed Vice President and Treasurer in June 2010, a position that he held through January 31, 2015, when he was then appointed to Vice President - Finance and Chief Financial Officer. Mr. Hansen was promoted to Senior Vice President - Finance and Chief Financial Officer in October, 2016. He is responsible for finance and accounting.

J. Phillip Holloman joined Cintas in 1996. He has held various positions within Cintas, including Vice President Engineering/Construction from 1996 to 2000, Vice President of the Distribution/Production Planning Division from 2000 to 2003, Executive Champion of Six Sigma Initiatives from 2003 to 2005 and Senior Vice President Global Supply Chain Management from 2005 to 2008. He was appointed President and Chief Operating Officer in February 2008.

Thomas E. Frooman joined Cintas in December 2001 as Vice President and Secretary – General Counsel. In February 2015 he was appointed Senior Vice President, Secretary and General Counsel. He is responsible for legal, human resources, corporate compliance and corporate communications.

Paul F. Adler joined Cintas in 1997. He has held various positions within Cintas, including Corporate Development Analyst, various divisional Controller positions and Corporate Controller. He was appointed Vice President and Treasurer in June 2015.

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

Section 16(a) of the Securities Exchange Act of 1934 requires Cintas' executive officers, directors and persons who own more than ten percent of Cintas' Common Stock to file reports of ownership with the SEC and to furnish Cintas with copies of these reports. Based solely upon its review of reports received by it, or upon written representation from certain reporting persons that no reports were required, Cintas believes that during fiscal 2017 all filing requirements were met.


RELATED PERSON TRANSACTIONS

Cintas Corporation has a 25% interest in a corporate airplane with an entity owned by the family of its Executive Chairman ~~Emeritus, Richard T. Farmer, and his wholly owned company.~~of the Board, Scott D. Farmer. This arrangement began on February 23, 2006. Cintas manages the airplane under an operating agreement whereby each party pays their own operating expenses for use of the plane, and common costs are shared based on ownership percentages. For fiscal ~~2017,~~2023, Cintas was reimbursed ~~$1,704,872~~$2,422,182 under this arrangement.

Cintas engages ~~Keating Muething & Klekamp PLL~~KMK for a variety of legal services. Robert E. Coletti, a ~~senior~~retired partner emeritus of the firm, is a member of the Board and an in-law of ~~Richard T. and Scott D.~~Mr. Farmer. Cintas paid the firm fees of ~~$4,396,143~~$5,880,719 for legal services during the fiscal year ended May 31, ~~2017.~~2023. Mr. Coletti ~~does~~did not receive any direct compensation from fees paid by Cintas to the firm.

Joseph Automotive Group engages Cintas for a variety of services. George R. Joseph, a principal and part owner, is an in-law of ~~Richard T. Farmer, Scott D.~~Mr. Farmer and ~~Robert E.~~Mr. Coletti. Joseph Automotive Group paid Cintas fees of ~~$333,001~~$391,066 for services provided during the fiscal year ended May 31, ~~2017.~~2023. Mr. Joseph does not receive any direct compensation from services provided by Cintas.

Certain stock exchange rules require Cintas to conduct an appropriate review of all related party transactions (those required to be disclosed by Cintas pursuant to SEC Regulation S-K Item 404) for potential conflict of interest situations on an ongoing basis and that all such transactions must be approved by the Audit Committee or another committee comprised of independent directors. As a result, the Audit Committee annually reviews all such related party transactions and approves such related party transactions only if it determines that it is in the best interests of Cintas. In considering the transaction, the Audit Committee may consider all relevant factors, including as applicable, (i) Cintas' business rationale for entering into the transaction; (ii) the alternatives to entering into a related person transaction; (iii) whether the transaction is on terms comparable to those available to third parties, or in the case of employment relationships, to employees generally; (iv) the potential for the transaction to lead to an actual or apparent conflict of interest and any safeguards imposed to prevent such actual or apparent conflicts; and (v) the overall fairness of the transaction to Cintas.

While Cintas adheres to this policy for potential related person transactions, the policy is not in written form (other than as part of listing agreements with stock exchanges to the extent required). However, approval of such related person transactions is evidenced by Audit Committee resolutions in accordance with our practice of approving transactions in this manner.

~~APPROVAL, ON AN ADVISORY BASIS,~~


SHAREHOLDER PROPOSALS

SHAREHOLDER PROPOSAL REGARDING GREATER DISCLOSURE OF ~~NAMED EXECUTIVE OFFICER COMPENSATION~~

MATERIAL CORPORATE DIVERSITY, EQUITY AND INCLUSION DATA

(Item 25 on the Proxy Card)

As You Sow, on behalf of Warren Wilson College and Laird Norton Family Foundation, whose address and share ownership information are available upon request as described on page 60, has notified the Company of its intention to offer the following proposal for consideration at the Annual Meeting.

Resolved: Shareholders request that Cintas Corporation (Cintas) report to shareholders on the effectiveness of the Company's diversity, equity and inclusion efforts. The report should be done at reasonable expense, exclude proprietary information and provide transparency on outcomes, using quantitative metrics for hiring, retention and promotion of employees, including data by gender, race and ethnicity.

Supporting Statement: Quantitative data is sought so investors can assess and compare the effectiveness of companies’ diversity, equity and inclusion programs.

Whereas: Cintas has not released its consolidated EEO-1 form, nor has it shared sufficient quantitative hiring, retention and promotion data to allow investors to determine the effectiveness of its human capital management programs.

Eighty-nine percent of the S&P 100 and thirty-five percent of the Russell 1000 have released, or have committed to release, their EEO-1 forms, a best practice in diversity data reporting. Between January 2022 and January 2023, the number of Russell 1000 companies releasing recruitment or hiring rate data by gender, race and ethnicity increased by 64 percent; companies releasing retention rate data increased by 127 percent; and companies releasing promotion rate data increased by 139 percent.1 The list of companies that release, or have committed to release, more inclusion data than Cintas is extensive and includes Boeing, Devon Energy, General Dynamics, Dow, Ford, Raytheon Technologies, Union Pacific and Walmart.

Numerous studies have pointed to the benefits of a diverse workforce. Their findings include:

•There is a positive association between diversity in management and cash flow, net profit, revenue and return on equity.2

•Companies in the top quartile for gender diversity are 21 percent more likely to outperform on profitability.3

•The 20 most diverse companies had an average annual five-year stock return that was 5.8 percentage points higher than the 20 least diverse companies.4

Hiring, promotion and retention rate data show how well a company manages its workforce diversity.

Companies should look to hire the best talent. However, Black and Latino applicants face hiring challenges. Results of a meta-analysis of 24 field experiments found that, with identical resumes, white applicants received an average of 36 percent more callbacks than Black applicants and 24 percent more callbacks than Latino applicants.5 Promotion rates show how well diverse talent is nurtured at a company. Unfortunately, women and employees of color experience “a broken rung” in their careers; for every 100 men who are promoted, only 86 women are. Women of color are particularly impacted, comprising 17 percent of the entry-level workforce and only four percent of executives.6 Retention rates show whether employees choose to remain at a company. Morgan Stanley has found that employee retention above industry average can indicate a competitive advantage and higher levels of future profitability.7 Companies with high employee satisfaction have also been linked to annualized outperformance of over two percent.8

1https://www.asyousow.org/our-work/social-justice/workplace-equity/

2https://www.asyousow.org/report-pages/workplace-diversity-and-financial-performance

3https://www.asyousow.org/report-pages/workplace-diversity-and-financial-performance

4https://www.wsj.com/articles/the-business-case-for-more-diversity-11572091200

5https://hbr.org/2017/10/hiring-discrimination-against-black-americans-hasnt-declined-in-25-years

6https://wiw-report.s3.amazonaws.com/Women_in_the_Workplace_2021.pdf

7https://www.morganstanley.com/im/publication/insights/articles/article_culturequantframework_us.pdf

8https://www.institutionalinvestor.com/article/b1tx0zzdhhnf5x/Want-to-Pick-the-Best-Stocks-Pick-the-HappiestCompanies?utm_medium=email&utm_campaign=The%20Essential%20II%20100721&utm_content=The%20Essential%20II%20100721%20 CID_eb103a9e15359075f72a85f7ff534c79&utm_source=CampaignMonitorEmail&utm_term=Want%20to%20Pick%20the20Best%20Stocks%20Pick%20the%20Happiest%20Companies

Board’s Statement in Opposition to this Proposal

Cintas views diversity, equity and inclusion (DEI) as an imperative that enables it to attract, develop and retain talented employees, foster innovation and bring strength and stability to our businesses and communities. However, after careful consideration, the Board has concluded that this proposal is not in the best interests of Cintas and its shareholders. Accordingly, the Board unanimously recommends a vote AGAINST this proposal for the following reasons.

Cintas is committed to ~~excellence~~DEI.

We are committed to creating and sustaining an inclusive work environment where individual uniqueness is sought, valued and leveraged, and where every individual can maximize their contributions for the collective success of Cintas and the markets that we serve. We foster inclusion and professional development through our Partner Business Resource Groups (PBRGs). We currently have six PBRGs dedicated to DEI:

•IMPACT: LGBTQ+ employee-partners and allies

•LEAD: Asian and Pacific Islander employee-partners

•RISE2: Black/African American employee-partners

•TODOS: Hispanic and Latin employee-partners

•VALOR: military-affiliated employee-partners

•WAVE: female employee-partners

Our PBRGs provide focused programming and initiatives, meaningful connections and productive networking opportunities to our diverse partners. These distinct groups align with our business objectives and help secure our continued competitiveness, while allowing the breadth of the experience, skill sets, perspectives and talents of our diverse partners to truly shine.

Cintas already publishes its diversity data.

Cintas annually publishes its Environmental, Social and Governance Report on its website. Among other things, our Environmental, Social and Governance Report discusses our approach toward fostering DEI and contains the prior year’s data on the gender, racial and age group composition of our workforce. We believe that these disclosures provide investors with necessary and appropriate information to determine the effectiveness of our DEI and human capital management efforts.

Cintas continues to be recognized for its DEI efforts.

In the last year, Cintas has been well-recognized as a result of its DEI and workplace commitments:

•2023 Forbes America’s Best Large Employers

•2023 Forbes Best Employers for Women

•2023 Newsweek America’s Greatest Workplaces for Diversity

•2023 Newsweek America’s Greatest Workplaces for Women

•2022 Disability Inclusion Index’s Best Place to Work for Disability Inclusion

•2023 Disability Inclusion Index’s Best Place to Work for Disability Inclusion

•2023 Military Friendly Company, including honors as a Bronze Designated Military Friendly Employer, Military Spouse Friendly Employer, Military Friendly Brand and Military Friendly Supplier Diversity

•Compete Sports Diversity LGBTQ+ Corporate Change Champion Award

Cintas has also been honored as one of Fortune’s World’s Most Admired Companies and one of Newsweek’s America’s Most Trustworthy Companies and America’s Most Responsible Companies.

Producing another report is unnecessary and inefficient.

After careful consideration, our Board has concluded that the adoption of this proposal is not necessary. We believe that our existing DEI practices and disclosures provide meaningful information that allows investors to determine the effectiveness of our DEI and human capital management policies. If adopted, we believe that the proposal would cause us to incur undue cost and administrative burden without commensurate benefit to our shareholders.

FOR THESE REASONS, YOUR BOARD UNANIMOUSLY RECOMMENDS

A VOTE AGAINST THIS SHAREHOLDER PROPOSAL.

SHAREHOLDER PROPOSAL REGARDING

MANAGING CLIMATE RISK THROUGH SCIENCE-BASED TARGETS

AND TRANSITION PLANNING

(Item 6 on the Proxy Card)

John Chevedden, whose address and share ownership information are available upon request as described on page 60, has notified the Company of his intention to offer the following proposal for consideration at the Annual Meeting.

Whereas: The Intergovernmental Panel on Climate Change has advised that greenhouse gas (GHG) emissions must be halved by 2030 and reach net zero by 2050 to limit global warming to 1.5°C. Every incremental increase in ~~governance. As part~~temperature above the Paris Agreement’s goal of holding warming to 1.5°C will entail increasingly severe physical, transition and systemic risks for companies and investors alike.

In its 2022 10-K, Cintas Corporation (Cintas or the Company) noted that ~~commitment,~~“severe weather conditions and natural disasters...(including those caused by climate change)...[and] supply disruptions...could adversely affect our consolidated results of operations.” Despite acknowledging these risks, the Company’s mitigation strategy falls short of what is needed to shield the Company and its investors from climate-related risks.

Cintas has announced an ambition to achieve net zero emissions by 2050; however, the Company has not set science-based targets via an accepted third-party standard. While Cintas’ 2022 ESG Report references efforts related to energy efficiency, solar, electric vehicles and supply chain strategies, it does not include any forward-looking timelines or expected emissions reductions associated with these programs. Whether the Company’s actions align with a science-based pathway to reach net zero remains unclear.

Peers like ABM Industries, Aramark and Elis SA have committed to set science-based targets through the Science Based Targets initiative (SBTi). Validation from SBTi ensures that companies’ targets align with limiting warming to 1.5°C and follow best practice for carbon offset use.

By setting science-based emissions reduction targets and sharing a transition plan detailing how the Company intends to meet its existing net zero ambition, the Company may reap benefits from increased efficiency, lower energy costs, more resilient supply chains and better preparation for climate-related regulations. To assist companies in developing viable transition plans, groups including the We Mean Business Coalition, the Glasgow Financial Alliance for Net Zero, CDP and the Task Force on Climate-Related Disclosures have provided guidance. Disclosing science-based targets and transition plans serves investors’ understanding of how companies are addressing climate risks and opportunities while aligning their business models with limiting warming to 1.5°C.

Resolved: Shareholders request Cintas issue near and long-term science-based GHG reduction targets aligned with the Paris Agreement’s ambition of maintaining global temperature rise to 1.5°C and summarize plans to achieve them. The targets should cover the Company’s full range of operational and supply chain emissions.

Supporting Statement: In assessing targets, we recommend:

•Taking into consideration approaches used by advisory groups like SBTi;

•Developing a transition plan that describes and quantifies the actions the Company will take to meet its goals, taking into consideration criteria used by advisory groups; and

•Considering supporting targets for renewable energy, zero-emission vehicles, energy efficiency, supply chain engagement, and other measures deemed appropriate by management.

Please vote yes:

Managing Climate Risk Through Science-Based Targets and Transition Planning — Proposal 6

Board’s Statement in Opposition to this Proposal

We recognize the importance of reducing our GHG emissions and take the issue of climate change seriously. However, after careful consideration, the Board has concluded that this proposal is not in the best interests of Cintas and its shareholders. Accordingly, the Board unanimously recommends a vote AGAINST this proposal for the following reasons.

Cintas has already set GHG emissions goals.

In September 2021, we announced our Path to Net Zero, our ambition to achieve net zero GHG emissions by 2050. We have since been publicly reporting on our progress toward that goal on an annual basis in our Environmental, Social and Governance Reports. We continue to identify opportunities to lessen our energy usage and further our ambition to achieve our Path to Net Zero by 2050.

Our efforts to improve our energy efficiency and emissions profile include, among other things:

•Executing Operational Excellence and Reliability programs, supporting both process improvements and mechanical and engineering efficiencies throughout our organization that drive efficiency gains and help improve environmental performance;

•Optimizing our service fleet’s routes and our service fleet’s idling time through new fleet routing and monitoring software;

•Reducing the percentage of our service fleet running on diesel fuel;

•Deploying an electric vehicle pilot program and annually expanding our electric vehicle fleet;

•Converting lighting installations at our most energy-intensive facilities to LED lighting installations; and

•Constructing of our first solar installation at our Piscataway, NJ Rental plant.

Cintas believes that its Board, executive leadership, PACE Team and internal subject matter experts and leaders are best positioned to set, manage and, as ~~required by Section 14A~~appropriate, adjust our GHG emissions goals.

We believe that the proposal’s solution fails to appreciate the complexity of significant long-term uncertainties and the business challenges of navigating dynamic political, economic, regulatory, scientific and geopolitical conditions. Our current decarbonization strategy is a result of the ~~Securities Exchange Act~~cooperative efforts of ~~1934,~~our Board, our executive leadership, our PACE (Partners for a Cleaner Environment) Team and various internal subject matter experts and leaders. We believe that these groups, who remain committed to lessening our reliance on carbon-based energy, are best positioned to manage this process based on our operational realities, financial planning processes and real-time assessment of dynamic conditions.

As detailed above, we have been, and continue to be, engaged in a range of efforts to reduce our GHG emissions. These efforts are informed by our specific operations and demonstrate our methodical approach to emissions and broader climate risk management. However, the ~~Board~~proposal would require us to divert time and effort from our ongoing efforts of identifying, addressing, and managing climate-related risks, including related to GHG emissions, to undergo a potentially costly and burdensome target-setting process.

As detailed above, we have taken, and continue to take, actions that demonstrate our commitment to reducing GHG emissions and our ambition to achieve our Path to Net Zero by 2050. We do not believe that it is ~~providing~~in the Company’s or our ~~shareholders with an opportunity~~shareholder’s best interest to ~~vote~~disrupt such work to ~~approve,~~set a target at this time on ~~an advisory basis, named executive officer compensation, which is commonly known as "say-on-pay." We~~a topic where we already have taken, and continue to take, action.

FOR THESE REASONS, YOUR BOARD UNANIMOUSLY RECOMMENDS

A VOTE AGAINST THIS SHAREHOLDER PROPOSAL.


INFORMATION ABOUT THE ANNUAL MEETING

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 24, 2023

General Information

This proxy statement and accompanying proxy, mailed or provided online, are ~~currently conducting say-on-pay votes every year, and, subsequent to the outcome of Proposal 3, expect to hold the next say-on-pay vote~~furnished in connection with ~~our 2018~~the solicitation by the Board of Directors (the Board) of Cintas Corporation, a Washington corporation (we, Cintas or the Company), of proxies to be used at the Annual Meeting of ~~Shareholders.~~

~~We are asking~~Shareholders (Annual Meeting) of Cintas to be held on October 24, 2023, and at any adjournment or postponement thereof. This year’s Annual Meeting will be a virtual meeting of shareholders, which means that you will be able to participate in the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/CTAS2023. Cintas will bear the costs of this solicitation. The Notice Regarding the Availability of Proxy Materials (the Notice) and, for those shareholders who requested paper copies, this proxy statement and accompanying proxy, were first mailed to our shareholders on or about September 12, 2023.

Attendance and Participation

We will be hosting the Annual Meeting live via the Internet. You will not be able to ~~indicate their~~attend the Annual Meeting in person. Shareholders will have substantially the same opportunities to participate as they would have at an in-person meeting. Any shareholder can listen to and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/CTAS2023. The webcast will start at 11:30 a.m., Eastern Daylight Time, on October 24, 2023. We encourage shareholders to access the Annual Meeting webcast before the start time. On the day of the Annual Meeting, online access will begin at 11:15 a.m., Eastern Daylight Time.

If shareholders encounter any difficulties accessing the Annual Meeting webcast during the check-in or meeting time, there will be a technical support number posted on the virtual meeting login page for assistance. Technical support will be available beginning at 11:15 a.m., Eastern Daylight Time, on October 24, 2023 through the conclusion of the Annual Meeting.

The virtual Annual Meeting platform is fully supported across browsers (Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Shareholders should ensure that they have a strong internet connection if they intend to attend and/or participate in the Annual Meeting. Shareholders should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

Shareholders may vote and submit questions while connected to the Annual Meeting on the Internet. Shareholders may submit a question by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/CTAS2023, typing the question into the “Question” field and clicking “Submit.” Appropriate questions related to the business of the Annual Meeting (the proposals being voted upon) will be answered during the Annual Meeting, subject to time constraints. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered on our website at www.cintas.com, under About – Investor Relations as soon as practical after the Annual Meeting. Additional information regarding the ability of shareholders to ask questions during the Annual Meeting, related rules of conduct and other materials for the Annual Meeting will be available at www.virtualshareholdermeeting.com/CTAS2023.

Instructions on how to connect and participate in the Annual Meeting, including how to demonstrate proof of ownership of our common shares, are posted at www.virtualshareholdermeeting.com/CTAS2023. You must have your 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials), to be able to access the Annual Meeting.

Who may vote

Shareholders of Cintas, recorded in our stock register on August 28, 2023, may vote at the Annual Meeting. As of that date, Cintas had 102,415,616 shares of common stock outstanding, including 491,478 outstanding shares of restricted stock. Each share is entitled to one vote on each matter submitted to the shareholders at the Annual Meeting.

How to vote

If you are a registered shareholder, there are several ways for you to vote. You may attend the Annual Meeting via the Internet and vote during the Annual Meeting. You may also vote by Internet before the date of the Annual Meeting, by proxy or by telephone using one of the methods described in the proxy card. We recommend you vote by mail, Internet or telephone even if you plan to attend the Annual Meeting. If you vote by Internet or telephone, please do not return the proxy card. If voting by mail, please complete, sign and date your proxy card enclosed with these proxy materials. If desired, you can change your vote during the Annual Meeting.

How proxies work

All proxies properly signed will, unless a different choice is indicated, be voted "FOR" the election of all nominees proposed by the Nominating and Corporate Governance Committee, "FOR" the resolution approving the compensation of our NEOs, "EVERY YEAR" on the advisory vote on the frequency of shareholder votes on our NEO compensation, "FOR" the ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2024, "AGAINST" the shareholder proposal regarding greater disclosure of material corporate diversity, equity and inclusion data and "AGAINST" the shareholder proposal regarding managing climate risk through science-based targets and transition planning.

You may receive more than one proxy or voting card depending on how you hold your shares. Shares registered in your name are covered by one card. If you hold shares through someone else, such as a stockbroker or bank, you may get material from them asking how you want to vote. Specifically, if your shares are held in the name of your stockbroker or bank and you wish to vote in person at the virtual shareholder meeting, you should request your stockbroker or bank to issue you a proxy covering your shares.

If any other matters come before the meeting or any postponement or adjournment, each proxy will be voted in the discretion of the individuals named ~~executive officers~~ as ~~described in this~~proxies on the card.

Revoking a proxy ~~statement. This~~

You may revoke your proxy at any time before the vote is ~~not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the executive compensation program and practices described in this~~taken by submitting a new proxy statement. Please read the Compensation Discussion and Analysis and the executive compensation tables and narrative disclosure for a detailed explanation of our executive compensation program and practices. In 2016, our shareholders approved, on an advisory basis, the compensation of our named executive officers with a ~~"FOR"~~later date, by voting via the Internet or by telephone at a later time, by participating in the Annual Meeting live via the Internet and voting again or by notifying Cintas' Secretary in writing at the address under "Questions" on page 60.

Quorum

Votes needed

Each director nominee will be elected by the majority of ~~more than 98%~~the votes cast with respect to that nominee, subject to a resignation policy in our Bylaws that applies to any nominee who does not receive a majority of the votes cast. ~~Accordingly, we are asking our shareholders to~~See "Election of Directors" on page 8. Approval of Proposals 2, 4, 5 and 6 requires the affirmative vote ~~"FOR" the following resolution:~~

~~"RESOLVED, that the compensation~~ of the ~~named executive officers as disclosed pursuant to the compensation disclosure rules~~majority of the ~~SEC, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby approved."~~

~~As an advisory vote, this proposal is not binding~~votes cast on Cintas. However, the Compensation Committee of our Board, which is responsible for designing and administering our executive compensation program and practices, values the opinions expressed by shareholders in their vote on this proposal, and expectseach proposal. With respect to ~~consider the outcome of the vote when making future compensation decisions for named executive officers.~~

~~YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.~~

~~ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER VOTES~~

~~ON OUR NAMED EXECUTIVE OFFICER COMPENSATION~~

~~(Item~~Proposal 3, ~~on the Proxy Card)~~

As part of Cintas' Board's commitment to excellence in corporate governance, and as required by Section 14A(a)(2) of the Securities Exchange Act of 1934, the Board of Directors is providing our shareholders with an opportunity to provide an advisory vote to determine whether the shareholder vote on named executive officer compensation, or the "say-on-pay" vote, should occur every one, two or three years.

After careful consideration, the Board of Directors has determined that a say-on-pay vote that occurs every year is the most appropriate alternative for Cintas. Therefore, Cintas' Board recommends that you vote for a frequency of "EVERY YEAR" on holding future say-on-pay votes. In reaching its recommendation, the Board of Directors believes that an annual say-on-pay vote will allow our shareholders to provide us with more meaningful and direct input on our executive compensation philosophy, policies and programs. An annual advisory vote will also foster more useful communication with our shareholders by providing our shareholders with a clear and timely means to express any concerns and questions.

~~You may cast your vote on your preferred voting frequency by choosing~~ the option receiving the greatest number of ~~every~~votes (every year, every two years or every three ~~years or abstain from voting. Although~~years) will be considered the frequency recommended by our shareholders. However, because this vote is advisory and not binding on the Board ~~of Directors and Cintas highly value~~or the ~~opinions of our shareholders and will consider the outcome of this vote when determining the frequency of future shareholder votes on our named executive officer compensation.~~

Shareholders are not voting to approve or disapprove the Board's recommendation. Shareholders may choose among the four choices (every year, every two years, every three years or abstain) set forth above.

~~YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR A FREQUENCY OF "EVERY YEAR" ON HOLDING FUTURE SAY-ON-PAY VOTES.~~

~~RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED~~

~~PUBLIC ACCOUNTING FIRM~~

~~(Item 4 on the Proxy Card)~~

We are asking shareholders to ratify the appointment of Ernst & Young LLP as Cintas Corporation’s independent auditors for the year ending May 31, 2018. The Audit Committee annually considers the independence, qualifications and performance of Ernst & Young LLP. Such consideration includes reviewing the written disclosures and the letter required by applicable requirements of the Public Company ~~Accounting Oversight Board regarding the independent registered public accounting firm’s communications with~~

the Audit Committee concerning independence, and discussing with Ernst & Young LLP their independence. The Audit Committee periodically reviews and evaluates the performance of Ernst & Young LLP’s lead audit partner, oversees the required rotation of Ernst & Young LLP’s lead audit partner responsible for the Company’s audit and reviews and considers the selection of the lead audit partner. In addition, in ~~order to help ensure auditor independence, the Audit Committee periodically considers whether there should be a rotation of the Company’s independent registered public accounting firm.~~

In fiscal 2017, the Audit Committee also considered several factors in deciding whether to re-engage its independent registered public accounting firm including the length of time Ernst & Young LLP has served as the Company’s independent auditors, Ernst & Young LLP’s general reputation for adherence to professional auditing standards, the breadth and complexity of the Company’s business, and its global scope and the resulting demands placed on the Company’s auditing firm in terms of expertise in the Company’s business, the quantity and quality of Ernst & Young LLP’s staff and the Company’s global reach.

Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that they will be available to respond to appropriate questions.

~~Although shareholder ratification of Ernst & Young LLP is not required by law,~~any way, the Board ~~believes~~may decide that it is advisable to provide shareholders an opportunity to ratify this selection. In the event that shareholders fail to ratify the appointment of Ernst & Young LLP, the Audit Committee may reconsider the appointment, but is not required to do so. Even if the appointment of Ernst & Young LLP is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year should it determine that such change is in the best interests of our shareholders and our Company to hold an advisory vote on executive compensation more or less frequently than the ~~Company~~option recommended by our shareholders. Approval of all other matters considered at the meeting, including postponement or adjournment, will require the affirmative vote of a majority of the votes cast.

Abstentions (including abstentions with respect to one or more nominees) and ~~its stockholders.~~broker nonvotes count for quorum purposes.

~~YOUR BOARD UNANIMOUSLY RECOMMENDS~~Broker nonvotes occur when a broker returns a proxy, but does not have authority to vote on a particular proposal. Banks or brokers holding shares for beneficial owners must vote those shares as instructed. If the bank or broker

has not received instructions from you, the beneficial owner, the bank or broker generally has discretionary voting power only with respect to the ratification of appointment of the independent registered public accounting firm. A ~~VOTE FOR THIS PROPOSAL.~~bank or broker does not have discretion to cast votes with respect to Proposal 1, 2, 3, 5 or 6 unless it has received voting instructions from the beneficial owner of the shares. It is therefore important that you provide instructions to your bank or broker if your shares are held by such a bank or broker so that your votes with respect to these Proposals are counted.

Abstentions and broker nonvotes will have no effect on Proposals 1, 2, 3, 5 or 6. Because Proposal 4 is a "routine" matter, there will be no broker nonvotes on Proposal 4.

PROPOSALS FOR NEXT YEAR

Shareholders who desire to have proposals included in the Notice for the ~~2018 Shareholders'~~2024 Annual Meeting of Shareholders must submit their proposals in writing to Cintas at its offices on or before May ~~10, 2018,~~15, 2024, and must comply with any and all requirements set forth in Cintas' Bylaws as such may be amended from time to time, in Rule 14a-8 under the ~~Securities~~ Exchange Act ~~of 1934~~ and in the NASDAQ rules.

For shareholder proposals outside of Rule 14a-8, Cintas' Bylaws require that shareholders present items of new business and nominees for director not earlier than 150 days and at least 120 days prior to the date of the annual meeting. For the 2023 Annual Meeting, Cintas did not receive notice of any such matters from shareholders prior to 5:00 p.m. Eastern Time on June 26, 2023.

The form of Proxy for Cintas' Annual Meeting of Shareholders grants authority to the designated proxies to vote in their discretion on any matters that come before the meeting except those set forth in Cintas' proxy statement and except for matters as to which adequate notice is received. In order for a notice to be deemed adequate for the ~~2018 Shareholders'~~2024 Annual Meeting, it must be received ~~prior to July 24, 2018.~~

~~Cintas' Bylaws require that items of new business~~not earlier than 150 days and ~~nominees for director be presented~~ at least 120 days prior to the date of the meeting. If there is a change in the anticipated date of next year's Annual Meeting or these deadlines by more than 30 days, Cintas will notify all shareholders of this change through a report on Form 8-K, 10-Q or 10-K.

In addition to satisfying the foregoing requirements under Cintas’ Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than Cintas’ nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to Cintas at its principal executive offices no later than 60 calendar days prior to the anniversary date of the 2023 Annual Meeting (for the 2024 Annual Meeting, no later than August 26, 2024). However, if the date of the 2024 Annual Meeting is changed by more than 30 calendar days from such anniversary date, then notice must be provided by the later of 60 calendar days prior to the date of the 2024 Annual Meeting or the 10th calendar day following the day on which public announcement of the date of the 2024 Annual Meeting is first made by Cintas.

SHAREHOLDERS SHARING

THE SAME ADDRESS

To the extent we deliver paper copies of our annual report to security holders, proxy statement, or Notice of Internet Availability of Proxy Materials, as applicable, the SEC rules allow us to deliver a single copy of such proxy materials to any household at which two or more shareholders reside, if we believe the shareholders are members of the same family.

We will promptly deliver, upon oral or written request, a separate copy of our annual report to security holders, proxy statement, or Notice of Internet Availability of Proxy Materials to any shareholder residing at the same address as another shareholder and currently receiving only one copy of such proxy materials who wishes to receive his or her own copy. Similarly, multiple shareholders residing at the same residence that are currently receiving separate copies of our annual report to security holders, proxy statement or Notice of Internet Availability of Proxy Materials may request that a single copy of such proxy materials be delivered. Requests should be directed to our Corporate Secretary by phone at (513) 459-1200 or by mail to Cintas Corporation, 6800 Cintas Boulevard, P. O. Box 625737, Cincinnati, Ohio 45262-5737.

FUTURE ELECTRONIC ACCESS TO

PROXY MATERIALS AND ANNUAL REPORT

Registered shareholders can further reduce the costs incurred by the Company by consenting to receive all future proxy statements, proxy cards, annual reports to shareholders and Notices of Internet Availability of Proxy Materials, as appropriate, electronically via e-mail or the Internet. To sign up for electronic delivery of future proxy materials, you must vote your common shares electronically via the Internet by logging on to www.proxyvote.com and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. You will be responsible for any fees or charges that you would typically pay for access to the Internet.

COMPANY DOCUMENTS

AND COMMUNICATIONS

Cintas makes available, free of charge on its website, all of its filings that are made electronically with the Securities and Exchange Commission (SEC), including Forms 10-K, 10-Q and 8-K. These filings are also available on the SEC's website (www.sec.gov). To access these filings, go to our website (www.cintas.com) and select About - Investor Relations - Financial Reports. Copies of Cintas' Annual Report on Form 10-K for the fiscal year ended May 31, 2023, including financial statements and schedules thereto, filed with the SEC, are also available without charge to shareholders upon written request addressed to: D. Brock Denton, Senior Vice President, General Counsel and Secretary, 6800 Cintas Boulevard, P.O. Box 625737

OTHER MATTERS

Cintas knows of no other matters to be presented at the meeting other than those specified in the Notice.

~~QUESTIONS?~~


QUESTIONS

If you have questions or need more information about the Annual Meeting, including the address and share ownership information of the shareholder proponents, call (513) 459-1200 or write to:

~~Thomas E. Frooman~~D. Brock Denton

Senior Vice President, ~~Secretary~~General Counsel and ~~General Counsel~~Secretary

6800 Cintas Boulevard

P. O. Box 625737

Cincinnati, Ohio ~~45262-5737~~

~~or call (513) 459-1200.~~45262-5737.

For information about your record holding, ~~call Wells Fargo~~contact Equiniti at ~~1-800-468-9716.~~1-800-401-1957 or visit www.shareowneronline.com. We also invite you to visit Cintas' ~~Internet~~internet site at www.cintas.com. Internet site materials are for your general information and are not part of this proxy solicitation.




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Time:
~~Time:~~	~~10:00~~11:30 a.m., Eastern Daylight Time
Date:		October ~~17, 2017~~24, 2023
Place:		~~Cintas Corporate Headquarters~~ ~~6800 Cintas Boulevard~~ ~~Mason, Ohio 45040~~ Online at www.virtualshareholdermeeting.com/CTAS2023
~~Purpose:~~Access:		Visit www.virtualshareholdermeeting.com/CTAS2023. To be able to access the Annual Meeting, you must have your 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials).
1.Purpose:		1. To elect as directors, the ~~nine~~ten nominees named in the attached proxy materials;
2.		2. To approve, on an advisory basis, named executive officer compensation;
3.		3. To recommend, on an advisory basis, the frequency of ~~the~~future advisory ~~vote on~~votes to approve named executive officer compensation;
4.		4. To ratify Ernst & Young LLP as our independent registered public accounting firm for fiscal ~~2018; and~~2024;
5.		5. To vote on a shareholder proposal regarding greater disclosure of material corporate diversity, equity and inclusion data, if properly presented;
		6. To vote on a shareholder proposal regarding disclosure of managing climate risk through science- based targets and transition planning, if properly presented; and
		7. To conduct other business, if properly raised.


STOCK OWNERSHIP						49
Principal Shareholders						49
Security Ownership of Director Nominees and Named Executive Officers						50


RELATED PERSON TRANSACTIONS ~~. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~~						3751
~~APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~~
SHAREHOLDER PROPOSALS						3852
~~RECOMMENDATION, ON AN ADVISORY BASIS, OF THE FREQUENCY OF THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION . . . . . . . . . . . . .~~
Shareholder Proposal Regarding Greater Disclosure of Material Corporate Diversity, Equity and Inclusion Data - Item 5						3952
~~RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~~ Shareholder Proposal Regarding Management of Climate Risk Through Science-Based Targets and Transition Planning - Item 6						4054
~~QUESTIONS? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~~
INFORMATION ABOUT THE ANNUAL MEETING						4156
General Information						56
Proposals for Next Year						58
Other Matters						58

QUESTIONS						60


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF CINTAS CORPORATION


TABLE OF CONTENTS

~~TABLE OF CONTENTS~~	~~Page~~
CORPORATE GOVERNANCE MATTERS
~~GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~~	18
~~ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~~ Election of Directors - Item 1		38
~~CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~~ Board Diversity		78
~~AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~~ Corporate Governance		1014
~~COMPENSATION COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~~ Board's Roles and Responsibilities		1314
~~EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~~ Leadership Structure		14
~~PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~~ Risk Oversight		3415
~~SECURITY OWNERSHIP OF DIRECTOR NOMINEES AND NAMED EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .~~ Environmental, Social and Governance (ESG)		3515
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE . . . . . . . . . . . . .~~ Corporate Culture and Strategy		3615
Board Committees and Meetings		16
Nominating and Corporate Governance Committee		17
Audit Committee		17
Compensation Committee		18
Nonemployee Director Compensation		19
Director Compensation Table		20
Stock Ownership Guidelines and Anti-Hedging Policy		21

COMPENSATION MATTERS		22
Compensation Committee Report		22
Executive Compensation		22
Executive Officers		22
Compensation Discussion and Analysis		23
Key Elements of Compensation		24
Base Salaries		24
Annual Cash Incentives		25
Long-Term Equity Incentives		27
Health, Retirement and Other Benefits		29
Stock Ownership Guidelines		29
Anti-Hedging Policy, Change in Control Agreements and Recovery of Prior Awards		29
Summary Compensation Table		31
Grants of Plan-Based Awards Table		32
Outstanding Equity Awards Table		34
Option Exercises and Stock Vested Table		35
Nonqualified Deferred Compensation		36
Potential Payments Upon Termination, Retirement or Change of Control		37
CEO Pay Ratio		39
Pay Versus Performance		40
Approval, on an Advisory Basis, of Named Executive Officer Compensation - Item 2		44
Recommendation, on an Advisory Basis, of the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation - Item 3		45

AUDIT COMMITTEE MATTERS		46
Audit Committee Report		46
Fees to Independent Registered Public Accounting Firm		47
Ratification of Appointment of Independent Registered Public Accounting Firm - Item 4		48



	Fiscal 2017		Fiscal 2016
Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	1,179,000	$	1,070,000
G&K Services, Inc. Acquisition Related Fees^{(1) .}. . . . . . . . . . . . . . .	$	968,380	$	—
Audit Related Fees⁽²⁾. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	77,500	$	65,000
Tax Fees⁽³⁾. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	681,254	$	671,224



Officer	Fiscal 2017 Base Salary ($)	% Increase Over the Prior Year
Scott D. Farmer	1,030,000	3.0	%
J. Michael Hansen	400,000	11.1	%
J. Phillip Holloman	663,285	3.0	%
Thomas E. Frooman	514,537	3.0	%
Paul F. Adler	262,500	5.0	%



Sales Growth Component Level of Achievement	Sales Growth Goals (% Growth Over Fiscal 2016)	Annual Cash Incentive Payout
Below Threshold	<5.07%	0%
Threshold	5.07%	25%
Target	6.57%	100%
Maximum	9.57%	200%



Sales Growth Component Level of Achievement	Sales Growth Goals (% Growth Over Fiscal 2016)	Annual Cash Incentive Payout
Below Threshold	<6.89%	0%
Threshold	6.89%	50%
Target	8.39%	100%
Maximum	11.39%	200%



Income Growth Component Level of Achievement	Income Growth Goals (% Growth Over Fiscal 2016)	Annual Cash Incentive Payout
Below Threshold	<12.07%	0%
Threshold	12.07%	50%
Target	12.57%	100%
Maximum	14.57%	200%



Name	Annual Cash Incentive Target ($)	EPS Component		Individual Performance Component
J. Michael Hansen	159,000	50	%	50	%
Thomas E. Frooman	241,616	50	%	50	%
Paul F. Adler	72,345	50	%	50	%



EPS Component Level of Achievement	EPS Goals	Equity Award %
Below Threshold	<$4.16	0%
Threshold	$4.16	50%
Target	$4.47	100%
Maximum	$4.92	200%



Name and Principal Position	Fiscal Year	Salary ($)	Bonus⁽¹⁾ ($)	Stock Awards⁽²⁾ ($)	Option Awards⁽²⁾ ($)	Non-Equity Incentive Plan Compensation⁽³⁾ ($)	All Other Compensation⁽⁴⁾ ($)	Total ($)
Scott D. Farmer	2017	1,030,000	—	6,037,004	—	1,037,725	445,892	8,550,621
Chairman of the Board and	2016	1,000,000	—	5,171,886	—	1,034,526	280,362	7,486,774
Chief Executive Officer	2015	840,474	—	4,116,782	—	802,400	332,640	6,092,296
J. Michael Hansen	2017	400,000	—	528,721	329,677	275,600	57,688	1,591,686
Senior Vice President -	2016	360,000	—	452,980	315,800	229,336	43,203	1,401,319
Finance and Chief Financial Officer	2015	340,000	—	198,298	160,649	159,888	49,278	908,113
J. Phillip Holloman	2017	663,285	—	2,508,902	—	342,244	165,090	3,679,521
President and Chief	2016	643,966	—	2,149,422	—	603,065	113,297	3,509,750
Operating Officer	2015	625,210	—	1,710,798	—	471,780	155,273	2,963,061
Thomas E. Frooman	2017	514,537	—	656,336	329,677	358,397	70,595	1,929,542
Senior Vice President,	2016	499,550	—	568,902	315,800	373,473	56,411	1,814,136
Secretary and General Counsel	2015	485,000	—	457,660	289,866	398,825	70,638	1,701,989
Paul F. Adler	2017	262,500	—	174,020	108,508	125,398	32,837	703,263
Vice President and	2016	250,000	—	149,106	103,930	109,696	40,329	653,061
Treasurer


LETTER FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER



		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Possible Payouts Under Equity Incentive Plan Awards
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	Exercise or Base Price of Option Awards⁽⁷⁾ ($/sh)	Grant Date Fair Value of Stock and Option Awards⁽⁸⁾ ($)
Scott D. Farmer⁽¹⁾	8/15/2016	0	669,500	1,171,625
	8/15/2016⁽⁴⁾				0	56,200	112,400		6,037,004
J. Michael Hansen⁽²⁾	8/15/2016	0	159,000	318,000
	8/15/2016⁽⁵⁾				0	14,766	29,532	107.42	329,677
	8/15/2016⁽⁶⁾				0	4,922	9,844		528,721
J. Phillip Holloman⁽³⁾	8/15/2016	0	399,351	698,865
	8/15/2016⁽⁴⁾				0	23,356	46,712		2,508,902
Thomas E. Frooman⁽²⁾	8/15/2016	0	241,616	483,232
	8/15/2016⁽⁵⁾				0	14,766	29,532	107.42	329,677
	8/15/2016⁽⁶⁾				0	6,110	12,220		656,336
Paul F. Adler⁽²⁾	8/15/2016	0	72,345	144,690
	8/15/2016⁽⁵⁾				0	4,860	9,720	107.42	108,508
	8/15/2016⁽⁶⁾				0	1,620	3,240		174,020



	Option Awards⁽¹⁾					Stock Awards⁽²⁾
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)
Scott D. Farmer	7/23/2007	1,500	—	38.74	7/23/2017
	7/26/2010	20,589	—	26.23	7/26/2020
	7/21/2011	94,467	—	34.18	7/21/2021
	7/23/2012	90,728	45,365	37.57	7/23/2022
	7/29/2013	24,474	48,948	46.91	7/29/2023
						398,459	50,158,019
J. Michael Hansen	7/22/2010	1,169	—	25.88	7/22/2020
	7/30/2010	3,000	—	26.46	7/30/2020
	7/21/2011	5,650	—	34.18	7/21/2021
	7/18/2012	6,416	3,209	37.91	7/18/2022
	7/17/2013	2,189	4,380	47.22	7/17/2023
	7/17/2014	—	11,000	63.45	7/17/2024
	1/30/2015	—	16,000	78.70	1/30/2025
	7/20/2015	—	15,750	86.10	7/20/2025
	7/26/2016	—	26,370	108.39	7/26/2026
	10/13/2016	—	7,478	109.33	10/13/2026
	7/25/2017	—	25,596	137.30	7/25/2027
						32,246	4,059,126
J. Phillip Holloman	1/31/2008	25,000	—	32.82	1/31/2018
						127,596	16,061,784
Thomas E. Frooman	7/21/2011	20,100	—	34.18	7/21/2021
	7/18/2012	17,982	8,993	37.91	7/18/2022
	7/17/2013	6,609	13,219	47.22	7/17/2023
	7/17/2014	—	29,050	63.45	7/17/2024
	7/20/2015	—	29,050	86.10	7/20/2025
	7/26/2016	—	24,450	108.39	7/26/2026
	7/25/2017	—	21,904	137.30	7/25/2027
						43,800	5,513,544
Paul F. Adler	7/18/2012	1,866	934	37.91	7/18/2022
	7/17/2013	731	1,463	47.22	7/17/2023
	7/17/2014	—	3,000	63.45	7/17/2024
	6/26/2015	—	4,902	85.41	6/26/2025
	7/20/2015	—	3,000	86.10	7/20/2025
	7/26/2016	—	8,047	108.39	7/26/2026
	7/25/2017	—	8,424	137.30	7/25/2027
						7,284	916,910


	Option Awards		Stock Awards			Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise⁽¹⁾ ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting⁽²⁾ ($)	Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise(1) ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting(2) ($)
Todd M. Schneider					Todd M. Schneider	30,353	6,510,849	8,293	3,290,082
Scott D. Farmer	15,750	1,213,282	26,830	2,878,054	Scott D. Farmer	—	—	38,577	15,304,653
J. Michael Hansen	9,076	881,215	2,150	209,840	J. Michael Hansen	4,102	1,249,510	5,547	2,200,661
J. Phillip Holloman	7,500	562,125	16,665	1,626,504
Thomas E. Frooman	18,465	1,862,631	6,569	641,134
Paul F. Adler	6,759	623,117	549	53,582
Michael L. Thompson					Michael L. Thompson	25,906	6,230,623	4,888	1,939,216
D. Brock Denton					D. Brock Denton	—	—	—	—


⁽¹⁾	~~Calculated by multiplying the difference between the closing price of Cintas common stock at the time of the exercise and the exercise price times the number of shares.~~


⁽²⁾	~~Calculated by multiplying the closing price on the date of vesting times the number of shares.~~


Name	Executive Contributions in Fiscal 2017⁽¹⁾ ($)	Aggregate Earnings in Fiscal 2017⁽²⁾ ($)	Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at May 31, 2017⁽³⁾ ($)	Name	Executive Contributions in Last Fiscal Year(1) ($)	Aggregate Earnings (Loss) in Last Fiscal Year(2) ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at May 31, 2023(3) ($)
Todd M. Schneider						Todd M. Schneider	—	41,183	—	4,459,098
Scott D. Farmer	1,390,997	850,305	—		6,138,406	Scott D. Farmer	—	247,760	—	13,293,635
J. Michael Hansen	52,955	73,377	—		583,160	J. Michael Hansen	—	(27,949)	—	861,488
J. Phillip Holloman	150,766	54,755	—		1,014,532
Thomas E. Frooman	72,929	16,839	(279,720	)	4,378
Paul F. Adler	18,352	28,013	—		219,641
Michael L. Thompson						Michael L. Thompson	—	37,140	(206,946)	1,945,969
D. Brock Denton						D. Brock Denton	52,894	1,763	—	56,584


⁽¹⁾	~~Executive contributions are included in the named executive officer's salary and/or non-equity incentive plan compensation, as applicable and as presented in the Fiscal~~ ~~2017~~ ~~Summary Compensation Table.~~


⁽²⁾	~~Reflects the amount of earnings during fiscal~~ ~~2017~~ ~~based on the performance of the investment options chosen by the named executive officer. None of these amounts are included in the Fiscal~~ ~~2017~~ ~~Summary Compensation Table.~~


⁽³⁾	Include executive contributions previously reported in the Deferred Compensation Plan tables for prior years as follows: $3,569,908 for Mr. S. D. Farmer, $252,788 for Mr. Hansen, $701,317 for Mr. Holloman, $4,140 for Mr. Frooman and $34,533 for Mr. Adler.


Executive Payments and Benefits Upon Separation	Involuntary Termination by Company Without Cause ($)	Involuntary Termination by Company For Cause ($)	Retirement(1) ($)	Death ($)	Termination as a Result of Disability ($)	Qualifying Termination in Connection with a Change of Control(2) ($)

Todd M. Schneider
Cash payments(3)	80,000	—	—	—	—	80,000
Value of stock options(4)	—	—	—	11,031,255	11,031,255	11,031,255
Value of restricted stock awards(5)	—	—	—	24,904,441	24,904,441	24,904,441
Insurance(6)	—	—	—	100,000	—	—

Total	80,000	—	—	36,035,696	35,935,696	36,015,696
Scott D. Farmer
Cash payments(3)	38,460	—	—	—	—	38,460
Value of stock options(4)	—	—	—	—	—	—
Value of restricted stock awards(5)	32,608,349	—	32,608,349	32,608,349	32,608,349	32,608,349
Insurance(6)	—	—	—	100,000	—	—

Total	32,646,809	—	32,608,349	32,708,349	32,608,349	32,646,809
J. Michael Hansen
Cash payments(3)	49,360	—	—	—	—	49,360
Value of stock options(4)	—	—	—	15,189,090	15,189,090	15,189,090
Value of restricted stock awards(5)	—	—	—	6,452,737	6,452,737	6,452,737
Insurance(6)	—	—	—	100,000	—	—

Total	49,360	—	—	21,741,827	21,641,827	21,691,187







D. Brock Denton
Cash payments(3)	40,000	—	—	—	—	40,000
Value of stock options(4)	—	—	—	902,567	902,567	902,567
Value of restricted stock awards(5)	—	—	—	2,005,651	2,005,651	2,005,651
Insurance(6)	—	—	—	100,000	—	—
Total	40,000	—	—	3,008,218	2,908,218	2,948,218


					Value of Initial Fixed $100 Investment Based on:
Fiscal Year(1)	Summary Compensation Table Total for PEO(2) ($)	Compensation Actually Paid to PEO(3) ($)	Average Summary Compensation Table Total for Non-PEO NEOs(4) ($)	Average Compensation Actually Paid to Non-PEO NEOs(5) ($)	Total Shareholder Return(6) ($)	Peer Group Total Shareholder Return(7) ($)	Net Income (thousands)(8) ($)	Adjusted Diluted EPS(9) ($)

2023	7,570,256	19,652,770	2,837,688	6,352,215	197.10	143.56	1,348,080	12.99
2022	7,777,100	18,315,893	2,749,487	6,719,935	164.60	129.63	1,235,757	11.28
2021	9,035,393	15,389,401	2,667,811	14,063,683	144.68	132.83	1,110,968	10.24


Fiscal Year	PEO	Non-PEO NEOs
2023	Todd M. Schneider	Scott D. Farmer, J. Michael Hansen, Michael L. Thompson, D. Brock Denton
2022	Todd M. Schneider	Scott D. Farmer, J. Michael Hansen, Michael L. Thompson, D. Brock Denton
2021	Scott D. Farmer	Todd M. Schneider, J. Michael Hansen, Michael L. Thompson, Thomas E. Frooman


Fiscal Year	Reported Summary Compensation Table Total for PEO ($)	Reported Value of Equity Awards(a) ($)	Equity Award Adjustments(b) ($)	Compensation Actually Paid to PEO ($)
2023	7,570,256	(4,442,984)	16,525,498	19,652,770
2022	7,777,100	(4,822,899)	15,361,692	18,315,893
2021	9,035,393	(5,058,293)	11,412,301	15,389,401


Fiscal Year	Year End Fair Value of Unvested Covered Year Equity Awards ($)	Year over Year Change in Fair Value of Outstanding and Unvested Prior Year Equity Awards ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Total Equity Award Adjustments ($)
2023	9,556,114	6,916,705	—	52,679	16,525,498
2022	8,399,186	5,134,815	—	1,827,691	15,361,692
2021	10,568,018	—	—	844,283	11,412,301


Fiscal Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs ($)	Average Reported Value of Equity Awards(a) ($)	Average Equity Award Adjustments(b) ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)
2023	2,837,688	(1,319,175)	4,833,702	6,352,215
2022	2,749,487	(1,258,646)	5,229,094	6,719,935
2021	2,667,811	(1,258,330)	12,654,202	14,063,683


Fiscal Year	Average Year End Fair Value of Unvested Covered Year Equity Awards ($)	Year over Year Average Change in Fair Value of Outstanding and Unvested Prior Year Equity Awards ($)	Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Total Average Equity Award Adjustments ($)
2023	2,836,813	1,975,658	—	21,231	4,833,702
2022	2,433,694	1,624,432	—	1,170,968	5,229,094
2021	2,412,208	8,129,869	—	2,112,125	12,654,202


	Fiscal 2023		Fiscal 2022
Audit Fees(1)	$	1,756,154	$	1,714,868
Tax Fees(2)	$	134,748	$	171,620
Audit Related Fees(3)	$	118,000	$	190,000



Name	Fees Earned or Paid in Cash⁽¹⁾ ($)	Stock Awards⁽²⁾⁽³⁾ ($)	Option Awards⁽²⁾⁽³⁾ ($)	Total ($)
Gerald S. Adolph	100,225	59,078	59,016	218,319
John F. Barrett	96,850	59,078	59,016	214,944
Melanie W. Barstad	90,700	59,078	59,016	208,794
Robert E. Coletti	81,550	70,249	70,079	221,878
James J. Johnson	93,000	59,078	59,016	211,094
Joseph Scaminace	106,575	59,078	59,016	224,669
Ronald W. Tysoe	109,650	59,078	59,016	227,744



Name	Restricted Stock Outstanding (#)	Options Outstanding (#)
Gerald S. Adolph	545	32,811
John F. Barrett	545	17,847
Melanie W. Barstad	545	18,458
Robert E. Coletti	649	3,136
James J. Johnson	545	29,135
Joseph Scaminace	545	24,713
Ronald W. Tysoe	545	14,515