
Karen L. Carnahan
Age: 6869
Director Since: 2019
Independent Director
Board Committees: - Audit Committee (financial expert under SEC guidelines) - Nominating and Corporate Governance Committee

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


Robert E. Coletti
Age: 66
Director Since: 2016
Board Committees: - Executive Committee

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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~~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) and is a member of the Board of Directors of the Boys & Girls Club of West Chester/Liberty. 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. Scott D. Farmer
Age: 64
~~Qualifications and Key Skills: The~~ Director Since: 1994
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.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.


~~Robert E. Coletti~~Martin Mucci
Age: 6563
Director Since: ~~2016~~2023
Independent Director
Board Committees: ~~- Executive Committee~~ - Audit ~~committee financial~~ Committee (financial expert under SEC ~~guidelines~~ 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.


~~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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~~Scott D. Farmer~~Joseph Scaminace
Age: 6370
~~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, effective May 31, 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.


~~Joseph Scaminace~~
~~Age: 69~~
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.


~~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.

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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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~~Todd M. Schneider~~Ronald W. Tysoe
Age: 5570
Director Since: ~~2021~~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.


~~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 where he was responsible for marketing and operations. Effective June 1, 2021, upon the retirement of Scott D. Farmer, 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.~~


~~Ronald W. Tysoe~~
~~Age: 69~~
~~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.

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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.

On August 6, 2021, the SEC approved the NASDAQ's proposal, as amended, to implement diversity disclosure requirements for companies listed on NASDAQ’s exchanges, including the NASDAQ Global Select Market. NASDAQ’s goal in implementing these new requirements is to “provide stakeholders with a better understanding of the company’s current board composition and enhance investor confidence that all listed companies are considering diversity in the context of selecting directors.” Generally, NASDAQ Marketplace Rule 5605(f), the rule that sets forth the new diversity disclosure requirements, requires companies to (a) have at least two diverse directors on its board or to explain the company’s reasons for not meeting this diversity objective, and (b) disclose the current composition of the company’s board of directors in the form of a Board Diversity Matrix, which is set forth below.

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, ~~22%~~20% of the current Board members self-identify as female, and ~~11%~~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, 2022)
Total Number of Directors: 9
Part I: Gender Identity Female Male Non-Binary Did Not Disclose Gender
Directors 2 7 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 6 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


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.

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 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.

BOARD'S ROLES AND RESPONSIBILITIES

Leadership Structure

The Board is responsible for evaluating and determining Cintas' leadership structure. Currently, two separate individuals serve in the capacities of Executive Chairman and Chief Executive Officer (CEO), respectively. Mr. Scott D. Farmer was appointed Executive Chairman of the Board ~~on June 1,~~in 2021 upon his retirement as CEO, and Mr. Todd M. Schneider ~~ceased serving as Executive Vice President and Chief Operating Officer of the Company and~~ transitioned to the position of President and CEO of the Company to replace Mr. Farmer ~~on June 1,~~in 2021. Mr. Schneider was also appointed to the Board ~~on June 1,~~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 employed by Cintas since 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 are carried into effect. With their many years of experience with Cintas, the Board believes that Mr. Farmer and Mr. Schneider are uniquely qualified to be Cintas' Executive Chairman and CEO, respectively. We believe that this leadership structure is currently the most appropriate for Cintas.

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 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.

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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 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 ~~Vice President of Environmental, Social and Governance (ESG)~~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 ~~2022,~~2023, the Board continued and expanded upon its increased ~~its~~ dialogue with management regarding the reputational, business and financial risks associated with the company's cyber security strategies and protocols. In addition, the Board continued to engage in dialogue with management regarding the reputational, business and financial risks associated with the COVID-19 pandemic and steps taken with regard to employee health and safety.

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 ~~response to the COVID-19 pandemic, our~~ human capital management practices, including safety and diversity, and our commitment to sustainability including the issuance of our ~~expanded~~ 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.cintascares.com/esg-report.~~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

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our website ~~www.cintas.com,~~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.~~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 ~~2021~~2022 Annual Meeting of ~~Shareholders.~~Shareholders, except for Mr. Coletti, who was unable to attend. During fiscal ~~2022,~~2023, the Board met on four occasions. Each of Cintas' presiding directors attended ~~all~~75% or more of the meetings of the Board and committees of which they were a member during fiscal ~~2022.~~2023. In addition, the independent directors met in executive session on four occasions during fiscal ~~2022~~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 Us – ~~Investors~~Investor Relations – Corporate ~~Governance..~~Governance.

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

Director

Nominating and Corporate Governance
Committee

Audit
Committee

Compensation
Committee

Director

Nominating and Corporate Governance
Committee

Audit
Committee

Compensation
Committee

Gerald S. Adolph

Chair

Gerald S. Adolph

Chair

John F. Barrett

Melanie W. Barstad

Karen L. Carnahan(1)

Robert E. Coletti

Scott D. Farmer

Martin Mucci(1)

Joseph Scaminace

Chair

Joseph Scaminace

Chair

Todd M. Schneider

Ronald W. Tysoe(1)

Chair

Ronald W. Tysoe(1)

Chair

Meetings in fiscal 2022

Meetings in fiscal 2023

___________

(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 ~~2022,~~2023, but did take ~~action~~several 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.

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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.

Audit Committee

The Audit Committee is governed by a written charter adopted by the Board. Each of Ronald W. Tysoe, ~~and~~ 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, ~~and~~ 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. ~~Annually, the~~The Chief Information Officer (CIO) ~~meets with~~provides quarterly updates to the ~~audit committee~~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’s~~IT countermeasures to mitigate the risks from cyber attacks. ~~In addition, the~~The Audit ~~committee is updated regularly throughout the year on information security matters. The audit committee~~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 ~~committee~~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 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.

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Compensation Committee

The Compensation Committee is governed by a written charter adopted by the Board. 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 plan or equity-based 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 ~~2022,~~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 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, 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 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 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."

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during fiscal ~~2022,~~2023, listed above, has ever been an officer or 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 ~~2022)~~2023) as a director or as a member of a committee of any company of which any of Cintas' nonemployee directors are executive officers.

1923

Table of Contents

NONEMPLOYEE DIRECTOR

COMPENSATION FOR FISCAL ~~2022~~2023

For fiscal ~~2022,~~2023, the annual cash fees for directors who are not employees of Cintas were as follows:


Cash Compensation Element			Cash Compensation Program for Fiscal ~~2022~~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 ~~2022,~~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 $72,500 based on the fair value of these options estimated at the date of the grant using a Black-Scholes option-pricing model. The value of the grants is prorated for directors appointed to the Board ~~in the middle of~~during the year. Each nonemployee director serving as of the 2022 Annual Meeting of Shareholders was granted ~~169~~177 shares of restricted stock and options to purchase ~~800~~683 shares of Cintas common stock at an exercise price equal to the closing market price on the date of grant of October ~~26, 2021~~25, 2022 ($~~430.50)~~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 ~~dividends~~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.

Table of Contents

FISCAL 2023 DIRECTOR

COMPENSATION TABLE

The following table details fiscal ~~2022~~2023 compensation paid to nonemployee directors:


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

Gerald S. Adolph	Gerald S. Adolph	100,000	72,755	72,576	245,331	Gerald S. Adolph	100,000	72,639	72,507	245,146
John F. Barrett	John F. Barrett	97,500	72,755	72,576	242,831	John F. Barrett	97,500	72,639	72,507	242,646
Melanie W. Barstad	Melanie W. Barstad	96,500	72,755	72,576	241,831	Melanie W. Barstad	96,500	72,639	72,507	241,646
Karen L. Carnahan	Karen L. Carnahan	97,500	72,755	72,576	242,831	Karen L. Carnahan	97,500	72,639	72,507	242,646
Robert E. Coletti	Robert E. Coletti	85,000	72,755	72,576	230,331	Robert E. Coletti	85,000	72,639	72,507	230,146
Martin Mucci(3)						Martin Mucci(3)	—	38,170	37,948	76,118
Joseph Scaminace	Joseph Scaminace	121,500	72,755	72,576	266,831	Joseph Scaminace	121,500	72,639	72,507	266,646
Ronald W. Tysoe	Ronald W. Tysoe	107,000	72,755	72,576	252,331	Ronald W. Tysoe	107,000	72,639	72,507	252,146

___________

(1)Represents the amount of cash compensation earned in fiscal ~~2022~~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 ~~receive earnings~~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 ~~2022.~~

~~Table of Contents~~

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 ~~122 shares,~~235 units, Mr. Barrett received ~~238 shares,~~230 units, Ms. Barstad received ~~236 shares,~~227 units, Ms. Carnahan received ~~238 shares~~230 units and Mr. Coletti received ~~208 shares.~~200 units.

(2)The amounts reported for restricted stock and stock options isare the aggregate grant date fair ~~value~~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 1311 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended May 31, ~~2022.~~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, ~~2022~~2023 are as follows:


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

Gerald S. Adolph	Gerald S. Adolph	169	18,302	Gerald S. Adolph	177	18,985
John F. Barrett	John F. Barrett	169	18,302	John F. Barrett	177	18,985
Melanie W. Barstad	Melanie W. Barstad	169	15,291	Melanie W. Barstad	177	13,420
Karen L. Carnahan	Karen L. Carnahan	169	3,963	Karen L. Carnahan	177	4,646
Robert E. Coletti	Robert E. Coletti	169	10,846	Robert E. Coletti	177	11,529
Martin Mucci				Martin Mucci	83	319
Joseph Scaminace	Joseph Scaminace	169	10,347	Joseph Scaminace	177	11,030
Ronald W. Tysoe	Ronald W. Tysoe	169	18,302	Ronald W. Tysoe	177	15,974


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý☑						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material under §240.14a-12



Time:						11:30 a.m., Eastern Daylight Time
Date:						October ~~25, 2022~~24, 2023
Place:						Online at www.virtualshareholdermeeting.com/~~CTAS2022~~CTAS2023
Access:						Visit www.virtualshareholdermeeting.com/~~CTAS2022.~~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).
Purpose:						1. To elect as directors, the ~~nine~~ten nominees named in the attached proxy materials;
						2. To approve, on an advisory basis, named executive officer compensation;
						3. To recommend, on an advisory basis, the frequency of future advisory votes to approve named executive officer compensation;
						4. To ratify Ernst & Young LLP as our independent registered public accounting firm for fiscal ~~2023;~~
						~~4. To approve amendments to the Company’s Restated Articles of Incorporation to~~ ~~eliminate the supermajority voting requirement for business combinations with interested persons;~~ 2024;
						5. To ~~approve amendments to the Company’s Restated Articles~~vote on a shareholder proposal regarding greater disclosure of ~~Incorporation to~~material corporate diversity, ~~eliminate the supermajority voting requirement to remove directors for cause;~~equity and inclusion data, if properly presented;
						6. To ~~approve amendments to the Company��s Restated Articles of Incorporation to~~ ~~eliminate the supermajority voting requirement for shareholder approval of mergers, share~~ ~~exchanges, asset sales and dissolutions;~~
						~~7. To~~ vote on a shareholder proposal regarding ~~a special shareholder meeting improvement, if~~disclosure of managing climate risk through science- ~~properly presented;~~
						~~8. To vote on a shareholder proposal regarding a report on political contributions,~~based targets and transition planning, if properly presented; and
						9.7. To conduct other business, if properly raised.


TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS						98
Election of Directors - Item 1						98
Board Diversity						98
Corporate Governance						1514
Board's Roles and Responsibilities						1514
Leadership Structure						1514
Risk Oversight						1615
Environmental, Social and Governance (ESG)						1615
Corporate Culture and Strategy						1615
Board Committees and Meetings						1716
Nominating and Corporate Governance Committee						1817
Audit Committee						1817
Compensation Committee						1918
Nonemployee Director Compensation						2019
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						3029
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						4039
Pay Versus Performance						40
Approval, on an Advisory Basis, of Named Executive Officer Compensation - Item 2						4144
Recommendation, on an Advisory Basis, of the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation - Item 3						45

AUDIT COMMITTEE MATTERS						4246
Audit Committee Report						4246
Fees to Independent Registered Public Accounting Firm						4347
Ratification of Appointment of Independent Registered Public Accounting Firm - Item 34						4448

~~STOCK OWNERSHIP~~						45
~~Principal Shareholders~~						45
~~Security Ownership of Director Nominees and Named Executive Officers~~						46


~~RELATED PERSON TRANSACTIONS~~						47


~~APPROVAL OF AMENDMENTS TO THE COMPANY’S RESTATED ARTICLES OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS~~STOCK OWNERSHIP						4849
~~Approval Of Amendments To The Company’s Restated Articles Of Incorporation To Eliminate The Supermajority Voting Requirement For Business Combinations With Interested Persons - Item 4~~Principal Shareholders						49
~~Approval Of Amendments To The Company’s Restated Articles Of Incorporation To Eliminate The Supermajority Voting Requirement To Remove Directors For Cause - Item 5~~Security Ownership of Director Nominees and Named Executive Officers						50


Approval Of Amendments To The Company’s Restated Articles Of Incorporation To Eliminate The Supermajority Voting Requirement For Shareholder Approval Of Mergers, Share Exchanges, Asset Sales And Dissolutions - Item 6RELATED PERSON TRANSACTIONS						51
~~SHAREHOLDER PROPOSALS~~						52
~~Shareholder Proposal Regarding Special Shareholder Meeting Improvement - Item 7~~						52
~~Shareholder Proposal Regarding a Report on Political Contributions - Item 8~~						55

~~INFORMATION ABOUT THE ANNUAL MEETING~~SHAREHOLDER PROPOSALS						5752
~~General Information~~						57
~~Proposals for Next Year~~						59
~~Other Matters~~						59

~~QUESTIONS~~Shareholder Proposal Regarding Greater Disclosure of Material Corporate Diversity, Equity and Inclusion Data - Item 5						52
Shareholder Proposal Regarding Management of Climate Risk Through Science-Based Targets and Transition Planning - Item 6						54

INFORMATION ABOUT THE ANNUAL MEETING						56
General Information						56
Proposals for Next Year						58
Other Matters						58

QUESTIONS						60


~~Gerald S. Adolph~~John F. Barrett
Age: 6874
Director Since: ~~2006~~2012
Independent Director
Board Committees: - ~~Compensation~~Audit Committee ~~(Chair)~~ - Nominating and Corporate Governance Committee


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF CINTAS CORPORATION


Gerald S. Adolph
Age: 69
Director Since: 2006
Independent Director
Board Committees: - Compensation Committee (Chair) - Nominating and 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.


~~John F. Barrett~~Melanie W. Barstad
Age: 7370
Director Since: ~~2012~~2011
Independent Director
Board Committees: - ~~Audit~~Compensation Committee - Nominating and 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 W. Barstad~~
~~Age: 69~~
~~Director Since: 2011~~
~~Independent Director~~
~~Board Committees:~~ ~~- Compensation Committee~~ ~~- Nominating and Corporate~~ ~~Governance 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 and has been listed in Europe's Global Board Ready Women's Initiative.~~

~~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.


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~~(2)~~(3)			Former Executive Vice President and Chief Administrative Officer
D. Brock Denton(2)			Senior Vice President, General Counsel and Secretary


Name	Base Salary		(Decrease) Increase vs. the Prior Fiscal Year
Todd M. Schneider	$	1,000,000	56.6%
Scott D. Farmer	$	500,000	(56.4)%
J. Michael Hansen	$	616,980	15.6%
Michael L. Thompson	$	560,952	16.7%
D. Brock Denton	$	500,000	N/A(1)


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%


~~LETTER FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER~~


LETTER FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER


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%	—%


Name	Annual Cash Incentive Target		EPS Component	Sales Growth Component	Non-Financial Component

Todd M. Schneider	$	1,000,000	42.50%	42.50%	15.00%
Scott D. Farmer	$	500,000	42.50%	42.50%	15.00%


EPS Component Level of Achievement	EPS Component Level of Achievement	EPS Goals	Annual Cash Incentive Payout	EPS Component Level of Achievement	EPS Goals	Annual Cash Incentive Payout

Below Threshold	Below Threshold	<$9.79	0%	Below Threshold	<$11.50	0%
Threshold	Threshold	$9.79	25%	Threshold	$11.50	25%
Target	Target	$10.31	100%	Target	$12.10	100%
Maximum	Maximum	$11.03	200%	Maximum	$12.95	200%


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

Below Threshold	Below Threshold	<5.74%	0%	Below Threshold	<6.65%	0%
Threshold	Threshold	5.74%	25%	Threshold	6.65%	25%
Target	Target	7.24%	100%	Target	8.15%	100%
Maximum	Maximum	10.24%	200%	Maximum	11.15%	200%


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


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%


EPS Component Level of Achievement	EPS Goals	Equity Award

Below Threshold	<$9.79	0%
Threshold	$9.79	50%
Target	$10.31	100%
Maximum	$11.03	200%


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%


Officer			Minimum Ownership Requirement (Multiple of Base Salary)

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


Name and Principal Position	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 ($)	Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards(1) ($)	Option Awards(1) ($)	Non-Equity Incentive Plan Compen- sation(2) ($)	All Other Compen- sation(3) ($)	Total ($)
Todd M. Schneider	Todd M. Schneider	2022	1,000,000	—	4,316,592	506,307	1,850,000	104,201	7,777,100	Todd M. Schneider	2023	1,040,000	—	4,442,984	—	1,924,000	163,272	7,570,256
President and Chief Executive Officer	President and Chief Executive Officer	2021	638,703	—	1,176,207	676,531	1,110,486	139,808	3,741,735	President and Chief Executive Officer	2022	1,000,000	—	4,316,592	506,307	1,850,000	104,201	7,777,100
		2020	709,670	—	1,069,202	607,671	—	99,964	2,486,507		2021	638,703	—	1,176,207	676,531	1,110,486	139,808	3,741,735
Scott D. Farmer	Scott D. Farmer	2022	500,000	—	2,073,717	—	925,000	407,029	3,905,746	Scott D. Farmer	2023	500,000	—	2,220,614	—	925,000	338,772	3,984,386
Executive Chairman of the Board	Executive Chairman of the Board	2021	1,145,772	—	5,058,293	—	2,073,561	757,767	9,035,393	Executive Chairman of the Board	2022	500,000	—	2,073,717	—	925,000	407,029	3,905,746
		2020	1,273,080	—	4,814,270	—	—	611,170	6,698,520		2021	1,145,772	—	5,058,293	—	2,073,561	757,767	9,035,393
J. Michael Hansen	J. Michael Hansen	2022	616,980	—	490,988	491,455	915,544	69,540	2,584,507	J. Michael Hansen	2023	641,659	—	1,054,111	—	952,198	65,446	2,713,414
Executive Vice President and Chief Financial Officer	Executive Vice President and Chief Financial Officer	2021	533,925	—	705,661	405,882	732,919	110,929	2,489,316	Executive Vice President and Chief Financial Officer	2022	616,980	—	490,988	491,455	915,544	69,540	2,584,507
		2020	593,250	—	641,469	364,573	—	104,949	1,704,241		2021	533,925	—	705,661	405,882	732,919	110,929	2,489,316
Michael L. Thompson	Michael L. Thompson	2022	560,952	—	927,684	—	891,884	80,583	2,461,103	Michael L. Thompson	2023	583,390	—	995,281	—	927,553	87,145	2,593,369
Executive Vice President and Chief Administrative Officer		2021	480,816	—	998,368	—	707,195	107,051	2,293,430
		2020	534,240	—	605,847	344,327	—	89,279	1,573,693
Former Executive Vice President and Chief Administrative Officer										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	D. Brock Denton	2022	500,000	—	467,920	582,818	477,000	18,853	2,046,591	D. Brock Denton	2023	520,000	—	442,103	564,102	496,080	36,807	2,059,092
Senior Vice President, General Counsel and Secretary	Senior Vice President, General Counsel and Secretary									Senior Vice President, General Counsel and Secretary	2022	500,000	—	467,920	582,818	477,000	18,853	2,046,591


			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Possible Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Under-lying Options (#)	Exercise or Base Price of Option Awards(6) ($/sh)	Grant Date Fair Value of Stock and Option Awards(7) ($)			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	Name	Grant Date	Thresh-old ($)	Target ($)	Maxi-mum ($)	Thresh-old (#)	Target (#)	Maxi-mum (#)					Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	Exercise or Base Price of Option Awards(6) ($/sh)	Grant Date Fair Value of Stock and Option Awards(7) ($)
Todd M.	Todd M.	7/27/2021	—			—				6,179	388.86	506,307	Todd M.		0	1,040,000	1,924,000	—
Schneider(1)	Schneider(1)	7/27/2021	—			—			434	—		168,765	Schneider(1)	8/15/2022(3)	—			0	10,120	20,240					—	4,442,984
			0	1,000,000	1,850,000	—
		8/16/2021(3)	—			0	10,543	21,086	—			4,147,827
Scott D.	Scott D.		0	500,000	925,000	—							Scott D.		0	500,000	925,000	—					—
Farmer(1)	Farmer(1)	8/16/2021(3)	—			0	5,271	10,542	—			2,073,717	Farmer(1)	8/15/2022(3)	—			0	5,058	10,116			—	2,220,614
J. Michael	J. Michael		0	457,772	915,544	—							J. Michael		0	476,099	952,198	—					—
Hansen(2)	Hansen(2)	8/16/2021(4)	—			0	5,924	11,848	—		393.42	491,455	Hansen(2)	8/15/2022(3)	—			0	2,401	4,802			—	1,054,111
		8/16/2021(5)	—			0	1,248	2,496	—			490,988
Michael L.	Michael L.		0	445,942	891,884	—							Michael L.		0	463,777	927,554	—					—

Thompson(2)	Thompson(2)	8/16/2021(3)	—			0	2,358	4,716	—			927,684	Thompson(2)	8/15/2022(3)	—			0	2,267	4,534			—	995,281
D. Brock	D. Brock		0	238,500	477,000	—							D. Brock		0	248,040	496,080	—					—
Denton(2)	Denton(2)	8/16/2021(4)	—			0	4,966	9,932	—		393.42	411,979	Denton(2)	8/15/2022(4)	—			0	4,967	9,934			439.03	564,102
		8/16/2021(5)	—			0	1,046	2,092	—			411,517		8/15/2022(5)	—			0	1,007	2,014			—	442,103
		8/27/2021	—			—				2,045	391.69	170,839
		8/27/2021	—			—			144	—		56,403


		Option Awards(1)					Stock Awards(2)			Option Awards(1)					Stock Awards(2)
Name	Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	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.	Todd M.	7/25/2017	—	8,885	137.30	7/25/2027			Todd M.	7/24/2018	—	8,881	206.99	7/24/2028
Schneider	Schneider	7/25/2017	—	1,549	137.30	7/25/2027			Schneider	7/31/2018	—	2,747	204.48	7/31/2028
		7/24/2018	—	17,762	206.99	7/24/2028
		7/31/2018	—	5,492	204.48	7/31/2028
		7/23/2019	—	24,880	260.79	7/23/2029				7/23/2019	—	16,587	260.79	7/23/2029
		7/28/2020	—	12,336	293.56	7/28/2030				7/28/2020	—	12,336	293.56	7/28/2030
		7/27/2021	—	20,629	388.86	7/27/2031				7/27/2021	—	20,629	388.86	7/27/2031
		7/27/2021	—	6,179	388.86	7/27/2031				7/27/2021	—	6,179	388.86	7/27/2031
		—					40,801	16,252,262		—					52,748	24,904,441
Scott D.	Scott D.								Scott D.
Farmer	Farmer	—					97,526	38,847,532	Farmer	—					69,065	32,608,349
J. Michael	J. Michael	7/25/2017	—	8,532	137.30	7/25/2027			J. Michael	7/25/2017	8,532	—	137.30	7/25/2027
Hansen	Hansen	7/25/2017	—	4,102	137.30	7/25/2027			Hansen	7/24/2018	8,322	8,323	206.99	7/24/2028
		7/24/2018	—	16,645	206.99	7/24/2028				7/31/2018	3,050	1,526	204.48	7/31/2028
		7/31/2018	1,525	3,051	204.48	7/31/2028				7/23/2019	5,546	11,094	260.79	7/23/2029
		7/23/2019	—	16,640	260.79	7/23/2029				7/28/2020	—	7,401	293.56	7/28/2030
		7/28/2020	—	7,401	293.56	7/28/2030				7/27/2021	—	11,708	388.86	7/27/2031
		7/27/2021	—	11,708	388.86	7/27/2031				7/26/2022	—	11,848	397.83	7/26/2032
		7/26/2022	—	11,848	397.83	7/26/2032				—					13,667	6,452,737
		—					14,412	5,740,732
Michael L.	Michael L.	7/25/2017	—	7,302	137.30	7/25/2027			Michael L.	7/24/2018	—	7,849	206.99	7/24/2028
Thompson	Thompson	7/25/2017	—	3,734	137.30	7/25/2027			Thompson	7/31/2018	—	2,137	204.48	7/31/2028
		7/24/2018	—	15,697	206.99	7/24/2028
		7/31/2018	—	4,272	204.48	7/31/2028
		7/23/2019	—	14,663	260.79	7/23/2029				7/23/2019	—	9,776	260.79	7/23/2029
		7/28/2020	—	6,990	293.56	7/28/2030				7/28/2020	—	6,990	293.56	7/28/2030
		—					17,455	6,952,850		—					17,101	8,074,066
D. Brock	D. Brock	8/27/2021	—	2,045	391.69	8/27/2031			D. Brock	8/27/2021	—	2,045	391.69	8/27/2031
Denton	Denton	7/26/2022	—	9,932	397.83	7/26/2032			Denton	7/26/2022	—	9,932	397.83	7/26/2032
		—					2,236	890,666		8/10/2023	—	9,934	490.16	8/10/2033
										—					4,248	2,005,651


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

7/22/2022		—	38,577	—
7/23/2022		8,293	—	5,547	4,888	—

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


		Option Awards		Stock Awards			Option Awards		Stock Awards
Name	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	31,958	8,004,591	9,432	3,728,208	Todd M. Schneider	30,353	6,510,849	8,293	3,290,082
Scott D. Farmer	Scott D. Farmer	73,422	24,694,755	84,250	33,209,665	Scott D. Farmer	—	—	38,577	15,304,653
J. Michael Hansen	J. Michael Hansen	34,732	9,848,604	8,629	3,411,034	J. Michael Hansen	4,102	1,249,510	5,547	2,200,661
Michael L. Thompson	Michael L. Thompson	30,448	7,250,089	8,277	3,271,733	Michael L. Thompson	25,906	6,230,623	4,888	1,939,216
D. Brock Denton	D. Brock Denton	—	—	—	—	D. Brock Denton	—	—	—	—


Name	Name	Executive Contributions in Last Fiscal Year(1) ($)	Aggregate Earnings in Last Fiscal Year(2) ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at May 31, 2022(3) ($)	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	—	(356,880)	—	4,417,915	Todd M. Schneider	—	41,183	—	4,459,098
Scott D. Farmer	Scott D. Farmer	—	(1,177,660)	—	13,045,876	Scott D. Farmer	—	247,760	—	13,293,635
J. Michael Hansen	J. Michael Hansen	—	(89,875)	—	889,437	J. Michael Hansen	—	(27,949)	—	861,488
Michael L. Thompson	Michael L. Thompson	—	(264,572)	(235,198)	2,115,775	Michael L. Thompson	—	37,140	(206,946)	1,945,969
D. Brock Denton	D. Brock Denton	2,019	(92)	—	1,927	D. Brock Denton	52,894	1,763	—	56,584


Executive Payments and Benefits Upon Separation	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 ($)	Qualifying Termination in Connection with a Change of Control(2) ($)	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	Todd M. Schneider							Todd M. Schneider
Cash payments(3)	Cash payments(3)	76,924	—	—	—	—	76,924	Cash payments(3)	80,000	—	—	—	—	80,000
Value of stock options(4)	Value of stock options(4)	—	—	—	12,155,102	12,155,102	12,155,102	Value of stock options(4)	—	—	—	11,031,255	11,031,255	11,031,255
Value of restricted stock awards(5)	Value of restricted stock awards(5)	—	—	—	16,252,262	16,252,262	16,252,262	Value of restricted stock awards(5)	—	—	—	24,904,441	24,904,441	24,904,441
Insurance(6)	Insurance(6)	—	—	—	100,000	—	—	Insurance(6)	—	—	—	100,000	—	—

Total	Total	76,924	—	—	28,507,364	28,407,364	28,484,288	Total	80,000	—	—	36,035,696	35,935,696	36,015,696
Scott D. Farmer	Scott D. Farmer							Scott D. Farmer
Cash payments(3)	Cash payments(3)	38,460	—	—	—	—	38,460	Cash payments(3)	38,460	—	—	—	—	38,460
Value of stock options(4)	Value of stock options(4)	—	—	—	—	—	—	Value of stock options(4)	—	—	—	—	—	—
Value of restricted stock awards(5)	Value of restricted stock awards(5)	38,847,532	—	38,847,532	38,847,532	38,847,532	38,847,532	Value of restricted stock awards(5)	32,608,349	—	32,608,349	32,608,349	32,608,349	32,608,349
Insurance(6)	Insurance(6)	—	—	—	100,000	—	—	Insurance(6)	—	—	—	100,000	—	—

Total	Total	38,885,992	—	38,847,532	38,947,532	38,847,532	38,885,992	Total	32,646,809	—	32,608,349	32,708,349	32,608,349	32,646,809
J. Michael Hansen	J. Michael Hansen							J. Michael Hansen
Cash payments(3)	Cash payments(3)	47,460	—	—	—	—	47,460	Cash payments(3)	49,360	—	—	—	—	49,360
Value of stock options(4)	Value of stock options(4)	—	—	—	10,550,632	10,550,632	10,550,632	Value of stock options(4)	—	—	—	15,189,090	15,189,090	15,189,090
Value of restricted stock awards(5)	Value of restricted stock awards(5)	—	—	—	5,740,732	5,740,732	5,740,732	Value of restricted stock awards(5)	—	—	—	6,452,737	6,452,737	6,452,737
Insurance(6)	Insurance(6)	—	—	—	100,000	—	—	Insurance(6)	—	—	—	100,000	—	—

Total	Total	47,460	—	—	16,391,364	16,291,364	16,338,824	Total	49,360	—	—	21,741,827	21,641,827	21,691,187
Michael L. Thompson
Cash payments(3)		43,152	—	—	—	—	43,152
Value of stock options(4)		—	—	—	9,461,410	9,461,410	9,461,410
Value of restricted stock awards(5)		—	—	—	6,952,850	6,952,850	6,952,850
Insurance(6)		—	—	—	100,000	—	—

Total		43,152	—	—	16,514,260	16,414,260	16,457,412

D. Brock Denton	D. Brock Denton							D. Brock Denton
Cash payments(3)	Cash payments(3)	38,460	—	—	—	—	38,460	Cash payments(3)	40,000	—	—	—	—	40,000
Value of stock options(4)	Value of stock options(4)	—	—	—	18,545	18,545	18,545	Value of stock options(4)	—	—	—	902,567	902,567	902,567
Value of restricted stock awards(5)	Value of restricted stock awards(5)	—	—	—	890,666	890,666	890,666	Value of restricted stock awards(5)	—	—	—	2,005,651	2,005,651	2,005,651
Insurance(6)	Insurance(6)	—	—	—	100,000	—	—	Insurance(6)	—	—	—	100,000	—	—
Total	Total	38,460	—	—	1,009,211	909,211	947,671	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