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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 35.39.

Quorum

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

Votes needed

The tennine nominees receiving the most votes will be elected as members of the Board of Directors 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 2.3. Approval of Proposals 2 and 3 requires the affirmative vote of the majority of the votes cast on each proposal. Approval of all other matters considered at the meeting, including postponement or adjournment, will require the affirmative vote of a majority of shares voting.the votes cast.

Only votes for or against a proposal count. 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 or Proposal 2 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 and 3.

Attending in person

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

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ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)

The Nominating and Corporate Governance Committee of the Board of Directors has nominated for election the following current directors,individuals, namely: Gerald S. Adolph, Paul R. Carter, Gerald V. Dirvin,John F. Barrett, Melanie W. Barstad, Richard T. Farmer, Scott D. Farmer, Joyce Hergenhan, James J. Johnson, Robert J. Kohlhepp, David C. PhillipsJoseph Scaminace and Ronald W. Tysoe. Proxies solicited by the Board will be voted for the election of these nominees.nominees if no direction is given. All directors elected at the Annual Meeting will be elected to hold office until the next annual meeting.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. Pursuant to Cintas' retirement policy, David C. Phillips will be retiring immediately following the Annual Meeting.

In accordance with NASDAQ Stock Market, LLC ("NASDAQ") rules, our Board of Directors 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 rules.of 1934. Cintas' Director Independence Standardsdirector independence standards, incorporated in the Corporate Governance Guidelines, are available on our website at www.cintas.com.www.cintas.com, under Company and Careers – Investors – Corporate Governance. Based on these standards, the Board determined that each of the following nonemployee directors or director nominees is independent: Gerald S. Adolph, Paul R. Carter, Gerald V. Dirvin, Joyce Hergenhan,John F. Barrett, Melanie W. Barstad, James J. Johnson, David C. Phillips, 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 sharesvotes cast shallwith 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.

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Richard T. Farmer is the father of Scott D. Farmer.

¹

Member of the Executive Committee of the Board of Directors.



²

Member of the Audit Committee of the Board of Directors.



³⁽¹⁾

Member of the Compensation Committee of the Board of Directors.Board.



⁴⁽²⁾

Member of the Nominating and Corporate Governance Committee of the BoardBoard.



⁽³⁾

Member of Directors.the Executive Committee of the Board.



⁽⁴⁾

Member of the Audit Committee of the Board.

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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 Securities and Exchange Commission,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 corporation is placed in the hands of the directors who, in turn, elect officers to manage the business operations. The Board of Directors 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 and the declaration of dividends. The Board also reviews financial and internal controls and management succession plans.

During fiscal 2009,2012, the Board of Directors met on seven occasions (three of which were telephonic).four occasions. In addition, the independent directors met in executive session on four occasions during fiscal 20092012 without the presence of management directors. A lead director selected by such independent directors presidesThe Lead Director presided over each session.

Cintas expects all directors to attend all Board and shareholder meetings. All of the then presiding directors attended the 20082011 Annual Meeting of Shareholders. Each of Cintas' directors attended all meetings of the Board and committees of which they were a member.member during fiscal 2012.

Shareholders may communicate with the full Board or individual directors on matters concerning Cintas by mail or through our website, in each casewebsite. 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, 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.

At its meeting on April 28, 2004, theThe Board reviewed, approved andhas adopted the Cintas Code of Ethics.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.www.cintas.com, under Company and Careers – Investors – Corporate Governance. 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.

The Executive Committee is composed of David C. Phillips (Chairman), Scott D. Farmer and Robert J. Kohlhepp. It acts for the Board as required between Board meetings. This Committee had no meetings in fiscal 2009.2012, but took several actions in writing.

Each of the following committeesNominating and Corporate Governance Committee, Audit Committee and Compensation Committee is composed entirely of 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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Board Leadership Structure

The Board is responsible for evaluating and determining Cintas' leadership structure. Currently, two separate individuals serve in the capacities of Chairman and Chief Executive Officer ("CEO"). Mr. Robert J. Kohlhepp was elected our Chairman of the Board in 2009 and Mr. Scott D. Farmer has been our CEO since 2003. Mr. Kohlhepp has been employed by Cintas since 1967, serving in various executive capacities including Vice President – Finance, Executive Vice President, President, Chief Executive Officer and Vice Chairman of the Board. As Chairman, Mr. Kohlhepp 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. As CEO, Mr. S.D. Farmer 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, Cintas believes that Mr. Kohlhepp and Mr. S.D. Farmer are uniquely qualified to be Cintas' Chairman and CEO, respectively. We believe that this leadership structure is currently the most appropriate for Cintas.

In electing the 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 Chairman of the Board in the manner that it determines to be in the best interests of Cintas' shareholders.

The Board considers it to be useful and appropriate to designate a nonemployee director to serve in a lead capacity 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 Chairman and to perform such other duties and responsibilities as the Board may determine. The Board has designated David C. Phillips as the Lead Director.

The Board's Role in 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 leadership 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 CEO and has broad-based functional representation including senior management from Cintas' corporate audit, legal, operations, security and finance areas. The CEO is the only member of the Board on the risk committee.

The risk committee meets quarterly. 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.

One risk committee meeting annually focuses on ERM and is attended by the Chairman of the Board. The risk profiles and current and future mitigating actions are discussed and refined during subsequent meetings with senior management, the CEO and the Chairman. 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.

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Nominating and Corporate Governance Committee

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. InCintas 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. 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 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

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Nominating and Corporate Governance Committee Charter is available on our website, www.cintas.com.www.cintas.com, under Company and Careers – Investors – Corporate Governance.

Committee members: David C. Phillips (Chairman), Gerald S. Adolph, Paul R. Carter, Gerald V. Dirvin, Joyce Hergenhan,John F. Barrett, Melanie W. Barstad, James J. Johnson, Joseph Scaminace and Ronald W. Tysoe.

Meetings last year: Four (Two of which were telephonic meetings).Three

Audit Committee

The Audit Committee is governed by a written charter adopted by the Board. A copy of the Audit Committee Charter is attached to the proxy statement for Cintas' 2006 Annual Shareholders' Meeting and is also available on our website, www.cintas.com. Each member of the Audit Committee haswww.cintas.com, under Company and Careers – Investors – Corporate Governance. Ronald W. Tysoe and David C. Phillips have been designated as an Audit Committee financial expertexperts by the Board of Directors and satisfiesthe Board has determined that such individuals satisfy the expertise and audit committee independence standards required by NASDAQ.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 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 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 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: Paul R. Carter (Chairman), David C. Phillips and Ronald W. Tysoe (Chairman), John F. Barrett, James J. Johnson and David C. Phillips.

Meetings last year: Ten (Seven of which were telephonic meetings).meetings.)

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AUDIT COMMITTEE REPORT

The Audit Committee oversees Cintas' financial reporting process on behalf of the Board of Directors.Board. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. As part of the oversight processes, the Audit Committee regularly meets with management of Cintas, Cintas' independent registered public accounting firm and Cintas' internal auditors.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 20092012 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;

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(b)

reviewed the quarterly earnings releases and Form 10-K and Form 10-Q filings prior to release;



(c)

reviewed management's representations that the interim and audited financial statements were prepared in accordance with 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 Statement on Auditing Standards 61, as amended (AICPA, Professional Standards, Vol. 1 AU Section 380), as adopted by the Public Company Accounting Oversight Board ("PCAOB") in Rule 3200T; 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, 2009,2012, for filing with the Securities and Exchange Commission;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, 2009,2012, 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 controls 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 controls over

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financial reporting and reviewed an attestation report from the independent registered public accounting firm regarding the effectiveness of internal controls over financial reporting; and



(j)

examined the Audit Committee Charter to determine compliance by Cintas and the Committee with its provisions and to determine whether any revisions to the Charter were advisable. No significant changes were made.

RESPECTFULLY SUBMITTED BY THE MEMBERS OF THE AUDIT COMMITTEE, Paul R. CarterRonald W. Tysoe (Chairman), John F. Barrett, James J. Johnson and David C. Phillips and Ronald W. Tysoe

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The Audit Committee appointed Ernst & Young LLP as the independent registered public accounting firm to audit the fiscal 2012 financial statements of Cintas' fiscal 2009.statements.

Fees billed for services in fiscal 20092012 and fiscal 20082011 are as follows:

All 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.

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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.www.cintas.com, under Company and Careers – Investors – Corporate Governance. In discharging the responsibilities of the Board of Directors relating to compensation of Cintas' Chief Executive OfficerCEO and other senior executive officers, the purposes of the Compensation Committee are, among others, (i) to review and approve the compensation of Cintas' Chief Executive OfficerCEO and other senior executive officers, (ii) to oversee the compensation policies and programs 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 under the terms of any executive compensation plan, incentive-compensation plan or equity-based plan and (iii) to oversee management succession planning. 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. TheIn fiscal 2012, the 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. As a result, whileDuring the fiscal year ended May 31, 2012, Cintas engaged outside compensation consultants to assist with executive compensation performance metrics. This information was presented to the Compensation Committee has in the past considered and expects to consider in the future the use of outside consultants in assisting with recommending the amount or form of executive or director compensation, neither Cintas nor the Committee engaged any outside compensation consultants for the fiscal year ending May 31, 2009.their review.

Cintas' executive compensation policies are designed to support the corporate objective of maximizing the long-term value of Cintas for its shareholders and employee-partners. To achieve this objective, the Committee believes it is important to provide competitive levels of compensation to attract and retain the most qualified employees, to recognize individuals who exceed expectations and to closely link executive compensation with corporate performance. The methods by whichCintas, with the Committee believes Cintas'Compensation Committee's oversight, uses short and long-term objectives can best be achieved are through incentive and equity compensation plans.plans to ensure company objectives are achieved.

The Compensation Committee processes and procedures for the consideration and determination of executive and director compensation are discussed in the section entitled "Executive Compensation".

Committee members: Gerald V. DirvinS. Adolph (Chairman), Gerald S. AdolphMelanie W. Barstad and Joyce Hergenhan.Joseph Scaminace.

Meetings last year: TwoThree

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Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee, listed above, has ever been an officer or employee of Cintas. None of the members of the Compensation Committee isCintas, nor have they been an executive officer of another entity at which one of our executive officers serves on the Board of Directors.Board. No named executive officer of Cintas serves as a director or as a member of a committee of any company of which any of Cintas' nonemployee directors are executive officers.

Mr. Adolph is Senior Vice President of Booz & Company. Booz & Company engages Cintas primarily for first aid, safety and fire protection services. Booz & Company paid Cintas fees of $504,905 for services provided during the fiscal year ending May 31, 2009. Mr. Adoph does not receive any direct compensation from services provided by Cintas to Booz & Company.

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 of Directors that the Compensation Discussion and Analysis be included in Cintas' Proxy Statement and Annual Report on Schedule 14A.Form 10-K for the fiscal year ended May 31, 2012.

Committee Members: Gerald V. DirvinS. Adolph (Chairman), Gerald S. AdolphMelanie W. Barstad and Joyce Hergenhan.Joseph Scaminace.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section discusses and analyzes the compensation awarded to, earned by, or paid to the executive officers set forth in the Fiscal 2012 Summary Compensation Table of this proxy statement (collectively, the named executive officers). It also discusses the principles underlying our policies and decisions.

Overview of Compensation Program

The Compensation Committee oversees the compensation programs of Cintas, with particular attention to the compensation for its Chief Executive OfficerCEO and the other named executive officers. It is the responsibility of the Committee to review and approve or, as the case may be, recommend to the Board of Directors for approval, changes to Cintas' compensation policies and benefits programs,benefit plans, to administer Cintas' stock plans including recommending and approving stock-based awards to named executive officers, and to otherwise 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 the namedall executive officers are similar to those provided to other executives.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 in general are handled by Cintas' human resources, finance and legal department employees. The responsibility for certain fundamental changes outside the day-to-day requirements necessary to maintain these plans and policies belongs to the Committee.

Cintas has no policy regarding share ownership by the named executive officers. Cintas strongly encourages the named executive officers to retain shares acquired through the long-term equity incentive program.

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. We also strive to provide a competitive level of total compensation to all of our employee-partners, including the named 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 the attainment of individual goals and productivity.achievement. The Executive Incentive Plan for fiscal 20092012 applies to all namedof our executive officers. The incentive compensation arrangement for our Chief Executive Officer,CEO, Mr. Scott D. Farmer, was based on growth inCintas' earnings per share (EPS)("EPS"), growth in sales and other performance goals outlinedselected by the Committee. The incentive compensation arrangement for our President and Chief Operating Officer, Mr. J. Phillip Holloman, was based on Cintas' EPS, growth in sales and operatingfor 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 Vice President and Chief Financial Officer, William C. Gale, our Vice President and Secretary – General Counsel, Mr. Thomas E. Frooman and our Vice President and Treasurer, Mr. J. Michael L. ThompsonHansen were based on growth inCintas' EPS and the accomplishmentachievement of certain individual goals.

Role of Executive Officers in Compensation DecisionsDecision-Making Process

The Compensation Committee determines the compensation for the named executive officers based on recommendations made by management as discussed below. Annually, the Committee

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performs reviews a market analysis of executive compensation plans. The analysis looks at companies in Cintas' industry as well as comparably sized companies (with respect to revenue) that we consider to be Cintas' peer group (G&K Services, Inc., Unifirst Corporation, Aramark Corporation, The ServiceMaster Corporation, Iron Mountain Incorporated, Convergys Corporation, Robert Half International Inc., Paychex,Leggett & Platt, Incorporated, Chiquita Brands International, Inc., Walgreen Co.Kelly Services, Inc., Unisys Corporation and Fifth Third Bancorp)Ecolab Inc.). The Committee benchmarks base salary, annual cash

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incentives, long-term compensation and other compensation. Our analysis shows that our named executive officers receive totalofficers' target compensation is less than the total compensation of respective named executive officers of the majority of the companies in the peer group identified above.

Based on the market analysis and individual performance, the Vice Chairman of the Board of Directors makes a recommendation to the Committee on the Chief Executive Officer'sCEO's base salary and annual cash incentive target for the upcoming fiscal year. The Chief Executive OfficerCEO makes a recommendation to the Committee for the base salaries and annual cash incentive targets for the upcoming fiscal year for other executive officers.

In October 2011, and at various meetings held during the Senior Vice Presidentremainder of fiscal 2012, the Board reviewed the results of our 2011 "say-on-pay" and Chief Financial Officer,"say-on-frequency" votes, the Vice Presidentresults of which were we received over 92% approval of our named executive officers' compensation and Secretary – General Counselour shareholders recommended that we hold annual say-on-pay votes. Based on these results, the Board determined that we will conduct say-on-pay votes on an annual basis until the next say-on-frequency vote is held. In addition, after taking into consideration the strong support for our executive compensation program reflected in the 2011 say-on-pay results, the Compensation Committee decided to continue to apply the same philosophy, compensation objectives and governing principles as it used for fiscal 2011 when making subsequent decisions or adopting subsequent policies regarding named executive officer compensation. The Committee believes the Presidentvoting results demonstrate significant support for our named executive officer pay program and Chief Operating Officer. The Senior Vice President and Chief Financial Officer makes a recommendationdid not make any changes to the fiscal 2012 program in response to the 2011 say-on-pay results. The Compensation Committee onhas, however, continued to monitor the Vice Presidentvoting policies of our shareholders and Treasurer's base salarytheir advisors since last year and annual cash incentive target for the upcoming fiscal year.will continue to take those voting policies into account when considering changes to our executive compensation program.

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Key Elements Used to Achieveof Compensation Components

The table below summarizes the key fiscal 20092012 compensation program elements for our named executive officers:

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, approximately 50% of a named executive officer's total compensation is based on CintasCintas' results and the attainment of individual goals. As a result, Cintas' performance has a significant effect on the amount of compensation realized by the named executive officers.

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Each of these elements of pay is described and analyzed in more detail below.

Base Salaries

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

The factors that influence base salary decisions are levelslevel and scope of responsibility, potential for future responsibility, salary levels offered by comparably sized companies, overall performance of the individual and overall performance of the individual. Taking these factors into account,Cintas.

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The following are the fiscal 20092012 base salaries that were approved by the Committee for our named executive offers:officers:

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. At the beginning of each fiscal year, the Committee establishes an annual cash incentive target for each named executive officer based on certain financial and non-financial goals.

The performance components and targets were derived from the operating plans for Cintas for fiscal 2012 and represent goals for that year that the Committee believed would be challenging for Cintas, yet achievable if senior and operating management met or surpassed their business unit goals and objectives.

The Committee anticipates that similar performance components and targets will be utilized in fiscal 2013 because these objectives are important and Cintas continues to make progress on these objectives. However, the 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' compensation.

For fiscal 2009,2012, the Committee approved a total compensation plan for Mr. S. D. Farmer. The aggregate amount of Mr. S. D. Farmer's annual cash incentive for fiscal 20092012 is comprised of the financial objectives of fiscal 2012 Cintas EPS, fiscal 2012 sales growth of fiscal 2009and certain non-financial goals. The EPS and sales growth goals were established with reference to the operating plans for Cintas for fiscal 2009 sales and certain corporate non-financial goals.2012. The EPS goals for all participants were identical. The percentage of the target annual cash incentive related to the growth of fiscal 20092012 Cintas EPS, the growth of fiscal 20092012 sales and the non-financial goals relating to employee diversity, global expansion, safety, capital expenditures and safety are 43%inventory were 37.5%, 43%37.5% and 14%25%, respectively. The Executive Incentive Plan provided that if Cintas met the targeted growth in EPS, and sales growth and the other non-financial goals, Mr. S. D. Farmer would receive a target annual cash incentive of $420,000.$494,565. Based upon the overall achievement of these objectives, Mr. S. D. Farmer could earn 0% up to a maximum of 200% of the target annual cash incentive.

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The annual cash incentive payout percentage multiplier for each component of Mr. S. D. Farmer's target annual cash incentive is provided in the following tables:

The EPS and sales growth goals were established in light of the operating plans for Cintas for fiscal 2009.

Under the Executive 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 items that are not operational, such as accounting principle changes or revenue from an acquisition that was not in the business plan.

The Grants of Plan-Based Awards for Fiscal 2009 table outlines estimated future payouts under non-equity incentive plan awards. Based on Cintas' EPS and sales growth for fiscal 2009, Mr. S. D. Farmer did not receive a bonus for these components. Mr. S. D. Farmer received $120,000 based on the performance of the non-financial goals outlined above. Mr. S. D. Farmer's total fiscal 2009 annual cash incentive award was $120,000.

For fiscal 2009, the Committee approved a total compensation plan for Mr. Holloman. Mr. Holloman's financial objectives are based on operations within his responsibility. The aggregate amount of Mr. Holloman's annual cash incentive for fiscal 2009 is comprised of the financial objectives of growth of fiscal 2009 sales and operating income and the accomplishment of certain individual non-financial goals. The percentage of the target annual cash incentive related to the

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growth of fiscal 2009 sales, the growth of fiscal 2009 operating income and the non-financial goals are 38%, 38% and 24%, respectively. The Executive Incentive Plan provided that if Cintas met the targeted growth in sales and operating income and the other non-financial goals, Mr. Holloman would receive a target annual cash incentive of $212,000. Based upon the overall achievement of these objectives, Mr. Holloman could earn 0% up to a maximum of 200% of the target annual cash incentive.

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

The sales and operating income growth goals were established in light of the operating plans for operations within Mr. Holloman's responsibility for fiscal 2009.

Under the Executive Incentive Plan,tables (for each named executive officer, annual cash incentive calculationspayouts are interpolated on a straight-line basis for achievement between the levels of achievement established for the financial goals are based on actual results, subject to adjustment at the discretioncomponents of the Compensation Committee to exclude items that are not operational, such as accounting principle changes or revenue from an acquisition that was not in the business plan.

The Grants of Plan-Based Awards for Fiscal 2009 table outlines estimated future payouts under non-equity incentive plan awards. Based on the sales and operating income growth for fiscal 2009, Mr. Holloman did not receive a bonus for these components. Mr. Holloman's individual performanceannual cash incentives):

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The annual cash incentive payout percentage multiplier for each component is provided in the following tables:

The EPS goals were established in light of the operating plans for Cintas for fiscal 2009.

The Grants of Plan-Based Awards for Fiscal 2012 table outlines estimated possible payouts under this non-equity incentive plan award. Based on Cintas' EPS and sales growth for fiscal 2012, Mr. S. D. Farmer received an annual cash incentive award of $523,930. Fiscal 2012 EPS was $2.27 per diluted share and fiscal 2012 sales growth was 7.7%. Mr. S. D. Farmer received $123,641 based on the performance of the non-financial goals outlined above. His individual performance level was "Meets Goals". Mr. S. D. Farmer's total fiscal 2012 annual cash incentive award was $647,571.

For fiscal 2012, the Committee approved a total compensation plan for Mr. Holloman. The aggregate amount of Mr. Holloman's annual cash incentive for fiscal 2012 is comprised of the financial objectives of fiscal 2012 Cintas EPS, fiscal 2012 sales growth for operations within his responsibility, fiscal 2012 net income growth for the operations within his responsibility and the accomplishment of certain non-financial goals. The sales growth and net income goals were established with reference to the operating plans for operations within Mr. Holloman's responsibility for fiscal 2012. The percentage of the target annual cash incentive related to fiscal 2012 Cintas EPS, the growth of fiscal 2012 sales for operations within his responsibility, the fiscal 2012 net income growth for operations within Mr. Holloman's responsibility and the non-financial goals relating to employee diversity, safety, capital expenditures, accounts receivables, and inventory are 30%, 30%, 15% and 25%, respectively. The Executive Incentive Plan provided that if Cintas met the targeted EPS as well as sales growth and net income for operations within his responsibility and the other non-financial goals, Mr. Holloman would receive a target annual cash incentive of $328,600. Based upon the overall achievement of these objectives, Mr. Holloman could earn 0% up to a maximum of 200% of the target annual cash incentive.

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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:

Under the Executive Incentive Plan,The Grants of Plan-Based Awards for Fiscal 2012 table outlines estimated possible payouts under this non-equity incentive plan award. Based on Cintas' EPS, sales growth for operations within his responsibility for fiscal 2012 and net income growth for operations within his responsibility for fiscal 2012, Mr. Holloman received an annual cash incentive calculationsaward of $259,923 for achievement of financial goals arethese components. Mr. Holloman received $82,150 based on actual results, subject to adjustment at the discretionperformance of the Chief Executive Officernon-financial goals outlined above. His individual performance level was "Meets Goals". Mr. Holloman's total fiscal 2012 annual cash incentive award was $342,073.

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For fiscal 2012, the Committee approved total compensation plans for Mr. Gale, Mr. Frooman and Mr. Hansen. The aggregate amount of annual cash incentive for fiscal 2012 for Mr. Gale, Mr. Frooman and Mr. Hansen is comprised of the sum of that named executive officer's incentive for the Cintas EPS component and the individual performance component (consisting of a subjective performance evaluation rather than performance against specified individual performance goals). Based upon overall performance, the eligible named executive officers could earn 0% up to exclude itemsa maximum of 200% of the annual cash incentive target.

The following table sets forth the annual cash incentive targets and performance criteria that are not operational, such as accounting principle changes.were reviewed and approved by the Committee:

The annual cash incentive payout percentage multiplier for each component is provided in the following tables:

The Grants of Plan-Based Awards for Fiscal 20092012 table outlines estimated futurepossible 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 20092012 as reflected in the Fiscal 2012 Summary

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Compensation Table are as follows: Mr. Gale earned a fiscal 20092012 annual cash incentive award of $147,075.$353,470. His individual performance level was "Exceeds Goals" and Cintas' EPS was "Below Threshold""Maximum". Mr. Frooman earned a fiscal 20092012 annual cash incentive award of $149,063.$332,659. His individual performance level was in between "Meets Goals" and "Exceeds Goals" and Cintas' EPS was "Maximum". Mr. Hansen earned a fiscal 2012 annual cash incentive award of $124,285. His individual performance level was "Exceeds Goals" and Cintas' EPS was "Below Threshold""Maximum". Mr. Thompson earned a fiscal 2009 annual cash incentive award

Table of $63,600. His individual performance level was "Outstanding Achievement" and Cintas' EPS was "Below Threshold".

The performance components and targets were derived from the operating plans for Cintas for fiscal 2009 and represent goals for that year that the Committee believes will be challenging for Cintas, yet achievable if senior and operating management meet or surpass their business unit goals and objectives.

The Committee anticipates that similar performance components and targets will be utilized in fiscal 2010. However, the 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' compensation.Contents

Long-Term Equity Incentives

Long-term equity incentive compensation is comprised of non-qualified stock options and restricted stock. With respect to Mr. S. D. Farmer and Mr. Holloman, equity awards are made at the discretion of the Compensation Committee and subjectively based on Cintas' performance and their individual performance during fiscal 2009. With respect to Mr. Gale, Mr. Frooman and Mr. Thompson,named executive officers, these awards are made pursuant to the criteria outlined in the Executive Incentive Plan. The purpose of such awards is to incentivize named executive officers to profitably grow Cintas' long-term business objectives and encourage named executive officers to build and maintain a long-term equity ownership position in Cintas so that their interests are aligned with those of our shareholders.

Under the Executive Incentive Plan, the amount of equity awards eligible for Mr. Gale, Mr. Frooman and Mr. ThompsonS. D. Farmer is based on a target level of corporateCintas' EPS and achievementa target level of Cintas' sales growth, and Mr. Farmer receives 75% of his award value in stock options and 25% of his award value in restricted stock.

Under the Executive Incentive Plan, 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, and Mr. Holloman receives 100% of his award value in restricted stock because he is over the age of 55.

Under the Executive Incentive Plan, the amount of equity awards eligible for Mr. Gale, Mr. Frooman and Mr. Hansen is based on a target level of Cintas' EPS and individual goals.achievement. Mr. Frooman and Mr. Hansen receive 75% of their award value in stock options and 25% of their award value in restricted stock, while Mr. Gale receives 100% of his award in restricted stock because he is over the age of 55.

The tables below provide more detail with respect to the award percentage multiplier tied to each milestone level of achievement:

The EPS goalssales growth component for Mr. S. D. Farmer is identical to the table shown previously under the Annual Cash Incentives section. Both the sales growth and net income components for Mr. Holloman are identical to the tables shown previously under the Annual Cash Incentives section.

The individual performance components for Mr. Gale, Mr. Frooman and Mr. Hansen were established in light of the operating plans for Cintas for fiscal 2009.2012:

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For fiscal 2009,2012, the Committee determined that equity awards made under the Executive Incentive Plan would be based on an established target for Mr. Gale, Mr. Frooman and Mr. Thompson.Hansen. The factors that

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influence the setting of targets are level of responsibility, potential for future responsibility, market compensation analyses and overall performance of the individual. The Compensation Committee reviewed and approved the targets at the beginning of the fiscal year, and the award was granted based upon that named executive officer's performance compared to the targets outlined above.

Non-Qualified Stock Options

Mr. S. D. Farmer's awards were granted on the date the Compensation Committee met to discuss Mr. S. D. Farmer's performance against his performance goals. On July 27, 2009, the Committee awarded 5,000 non-qualified stock options to23, 2012, Mr. S. D. Farmer based on a subjective analysis of his level of performance versus his goals.

On July 17, 2009, Mr. Holloman was awarded 3,000136,093 non-qualified stock options based on a subjective analysis of his level of performance versus his goals,Cintas' fiscal 2012 EPS and sales growth. On July 18, 2012, Mr. Frooman and Mr. ThompsonHansen were awarded 5,65026,975 and 5,0009,625 non-qualified stock options, respectively, based on Cintas' fiscal 20092012 EPS and their individual performance level, as outlined above under the Annual Cash Incentives section. In accordance with the 2005 Equity Compensation Plan, stock options are not granted to individuals age 55 or older, but instead, any stock option awards that would have been awarded toare awarded as shares of restricted stock. As Mr. Gale were awarded as restricted shares. As such,and Mr. GaleHolloman are over the age of 55, they did not receive any non-qualified stock options.options, but received shares of restricted stock instead.

As dictated by the 2005 Equity Compensation 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 increase in value only if the market price of the common stock increases. 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.

Restricted Stock

Mr. S. D. Farmer's awards were granted on the date the Compensation Committee met to discuss Mr. S. D. Farmer's performance against his performance goals. On July 27, 2009, the Committee awarded 5,323 restricted stock shares to23, 2012, Mr. S. D. Farmer was awarded 49,033 shares of restricted stock based on a subjective analysis of his level of performance versus his goals.

Cintas' fiscal 2012 EPS and sales growth. On July 17, 2009,18, 2012, Mr. Holloman was awarded 1,00027,597 shares of restricted stock shares based on a subjective analysis ofCintas' fiscal 2012 EPS, fiscal 2012 sales for operations within his level of performance versusresponsibility and fiscal 2012 net income for operations with his goals,responsibility and Mr. Gale, Mr. Frooman and Mr. ThompsonHansen were awarded 3,784, 1,90029,692, 8,937 and 1,2003,150 shares of restricted stock, shares, respectively, based on Cintas' fiscal 20092012 EPS and their individual performance level, as outlined above under the Annual Cash Incentives section.

In addition, on July 21, 2008,Restricted stock vests three years from the Boarddate of Directors approved a one-time equity grant to retain and incentivize key officers and managers of Cintas and to better align their interests with the interests of the shareholders. Mr. Gale, Mr. Frooman and Mr. Thompson were awarded 34,075, 26,901 and 25,108 restricted stock shares, respectively, as part of this one-time equity grant.

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 named executive officers with reasonable and competitive levels of protection from events which could interrupt the named executive officer's employment and/or income received as an active employee.

The retirement plans offered to named executive officers include Cintas' Partners' Plan and the Deferred Compensation Plan. The Partners' Plan is a noncontributory employee stock ownership

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plan and profit sharing plan with a 401(k) savings feature which covers substantially all employees. The Deferred Compensation Plan is discussed in more detail in the Nonqualified Deferred Compensation for Fiscal 20092012 table of this proxy statement, and its accompanying narrative and footnotes.

Executive perquisites are kept by the Committee to a minimal level and do not play a significant role in executive compensation. These benefits and their incremental cost to Cintas are described in the Fiscal 2012 Summary Compensation Table and its footnotes. The Committee believes these perquisites to be reasonable, comparable with peer companies and consistent with Cintas' overall compensation practices.

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Stock Ownership Guidelines

The Compensation Committee believes that Cintas' named executive officers 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. Each named executive officer 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:

The guidelines are assessed annually and are determined based on the current market practice and utilizing the respective named executive officer's base salary and closing stock price on the last day of the fiscal year. The named executive officers 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 will have seven years from the time of hiring or promotion to achieve the minimum ownership requirement.

For purposes of these requirements, stock ownership includes: (i) stock held outright by the named executive officer (or his spouse or dependents); (ii) stock held beneficially through the Cintas Partners' Plan; (iii) stock held in an individual brokerage account; and (iv) 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.

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 Payments Upon Termination, Retirement or Change of 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 eachcertain named executive officer.officers. There is an exception to the $1 million limitation for performance-based compensation meeting certain requirements. The Committee believes that all compensation paid to the named executive officers for fiscal year 20092012 is properly deductible under Section 162(m).

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Recovery of Prior Awards

We do not haveThe Committee has adopted a claw-back policy, which provides that in the event of an accounting restatement due to material noncompliance with respectfinancial reporting requirement under the U.S. federal securities laws, the Committee has the right to adjustmentuse reasonable efforts to recover from any of our current or recoveryformer officers who received 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 compensation awarded as a result of awards or payments if relevant company performance measures upon which previous awards werethe misstatement. This policy applies to incentive based are restated or otherwise adjustedcompensation granted after June 1, 2011. This claw-back policy is intended to be interpreted in a manner that would reduceconsistent with any applicable rules or regulations adopted by the sizeSEC or the NASDAQ Stock Market as contemplated by Section 10D of such award or payment. Under those circumstances, we expect that the Compensation Committee would evaluate whether compensation adjustments were appropriate based uponSecurities Exchange Act of 1934 and any other applicable law and shall otherwise be interpreted in the facts and circumstances surroundingbest business judgment of the applicable restatement or adjustment.Committee.

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FISCAL 2012 SUMMARY COMPENSATION TABLE

The following table provides information regarding the compensation earned by our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers during fiscal 2009, fiscal 20082012, 2011 and fiscal 2007.2010. These individuals are collectively knownreferred to as our named executive officers.

⁽¹⁾

No discretionary cash bonuses were paid to any named executive officer during fiscal 2009, fiscal 20082012, 2011 or fiscal 2007.2010. A discretionary cash bonus is a cash payment made outside of the Executive Incentive Plan and determined at the discretion of the Compensation Committee.



⁽²⁾

The compensation cost associated withamounts reported for restricted stock is basedand stock options are 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 Financial Accounting Standards Board Accounting Standards Codification Topic 718. For more information on the dollar amount recognized in fiscal 2009 for financial statement reporting purposes as determined pursuant to Statement of Financial Accounting Standard (SFAS) No. 123(R), excluding the estimate of forfeitures, rather than an amount paid to or realized by the named executive officer. Seeassumptions used, see Note 1311 of the Consolidated Financial Statements in our Annual Report on Form 10-K with respect tofor fiscal 2009 for the assumptions made in determining the estimated grant-date fair value of stock awards in accordance with SFAS No. 123(R).2012.



⁽³⁾

The compensation cost associated with stock options is based on the dollar amount recognized in fiscal 2009 for financial statement reporting purposes as determined pursuant to SFAS No. 123(R), excluding the estimate of forfeitures, rather than an amount paid to or realized by the named executive officer. See Note 13 of the Consolidated Financial Statements in our Annual Report on Form 10-K with respect to fiscal 2009 for the assumptions made in determining the estimated grant-date fair value of stock options in accordance with SFAS No. 123(R).



⁽⁴⁾

Reflects the annual cash incentive awards to the named executive officers under the Executive Incentive Plan discussed in further detail beginning on page 12.16.



⁽⁵⁾⁽⁴⁾

All other compensation for fiscal 2012 includes reimbursements for auto allowances, club dues, restricted stock dividends, executive medical programs and Partners' Plan contributions. It also includes restricted stock dividends in the amounts of $61,953 for Mr. S. D. Farmer, $41,342 for Mr. Gale, $25,263 for Mr. Frooman, $43,404 for Mr. Holloman and $8,437 for Mr. Hansen. All other compensation for fiscal 2012 also includes financial planning fees for Mr. S. D. Farmer and personal use of Cintas' aircraft by Mr. S. D. Farmer.

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GRANTS OF PLAN-BASED AWARDS FOR FISCAL 20092012

The following table sets forth certain information regarding all grants of plan-based awards made to the named executive officers during fiscal 2009:2012: