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9, 2013 9, 2013 2014. 50. 5. Two Johnson. Audit Fees Audit Related Fees(1) Tax Fees(2) All Other Fees(3) The Committee has considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, that could give rise to a potential conflict of interest with respect to the work of Towers Watson, its compensation consultants. Based on this review, we are not aware of any conflict of interest that has been raised by the work performed by these compensation consultants. The Committee has also assessed the independence of its compensation consultants as required under NASDAQ rules. Four 2013 incentives, long-term compensation and other compensation. Our analysis shows that our named executive officers' target compensation is our market analysis. The following are the fiscal For fiscal influence the setting of targets are level of responsibility, market compensation Scott D. Farmer Chief Executive Officer and Director William C. Gale Senior Vice President and Chief Financial Officer Thomas E. Frooman Vice President and Secretary – General Counsel J. Michael Hansen Vice President and Treasurer J. Phillip Holloman President and Chief Operating Officer Gerald S. Adolph John F. Barrett Melanie W. Barstad James J. Johnson David C. Phillips Joseph Scaminace Ronald W. Tysoe Outstanding restricted stock awards and option awards for each director at May 31, Gerald S. Adolph John F. Barrett Melanie W. Barstad James J. Johnson David C. Phillips Joseph Scaminace Ronald W. Tysoe 26, 2014.Time: 10:00 a.m., Eastern Daylight Time
Date:
October 16, 201222, 2013
Place:Cincinnati,
Purpose:
1.
To elect as directors the nine nominees named in the attached proxy materials;
2.
To approve, on an advisory basis, named executive officer compensation;
3.4. 5. To ratify Ernst & Young LLP as our independent registered public accounting firm for fiscal 2013;2014; and4.6.
To conduct other business if properly raised.20, 2012,26, 2013, are entitled to notice of and to vote at, or attend, the meeting or any adjournment thereof. The approximate mailing date of the Notice of Internet Availability of Proxy Materials is September 6, 2012.6, 2012Important Notice Regarding the Availability of9, 2013Proxy Materials for the Shareholder Meeting To Be Held on October 16, 2012The Notice, 2012 Proxy Statement, 2012 Annual Report andForm of Proxy are available at http://www.cintas.comTABLE OF CONTENTSPageGENERAL INFORMATION 1 TABLE OF CONTENTS Page GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
COMPENSATION COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECURITY OWNERSHIP OF DIRECTORS, DIRECTOR NOMINEES AND NAMED EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE . . . . . . . . . . . . .
RELATED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ADVISORY VOTE ONTO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .APPROVAL OF THE CINTAS CORPORATION MANAGEMENT INCENTIVE PLAN . . . . . . RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
QUESTIONS? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2012,2013, including financial statements and schedules thereto, filed with the SEC, are also available without charge to shareholders upon written request addressed to:STATEMENT16, 2012,22, 2013, which we refer to as the Annual Meeting, and at any adjournment or postponement thereof. Cintas will bear the costs of this solicitation. The Notice Regarding the Availability of Proxy Materials (the "Notice") and, for those shareholders who requested paper copies, this proxy statement and accompanying proxy, were first mailed to our shareholders on or about September 6, 2012.20, 2012,26, 2013, may vote at the meeting. As of that date, Cintas had 126,680,890122,675,741 shares of common stock outstanding. Each share is entitled to one vote on each matter submitted to the shareholders at the Annual Meeting.2013.39.35 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 the votes cast.Proposal 24 unless it has received voting instructions from the beneficial owner of the shares. It is therefore important that you provide instructions to your bank or broker if your shares are held by such a bank or broker so that your votes with respect to these Proposals are counted. Abstentions and broker nonvotes will have no effect on Proposals 1, 2, 3, 4 and 3. Pursuant to Cintas' retirement policy, David C. Phillips will be retiring immediately following the Annual Meeting.or director nominees is independent: Gerald S. Adolph, 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.90 day90-day period, the Board will promptly disclose publicly its decision whether to accept the director's resignation offer.
The Board recommends you vote FOR each of the following nominees:58
Gerald S. Adolph was elected a Director of Cintas in 2006. He is the Chairman of the Compensation Committee. Mr. Adolph has been a Senior Vice President with Booz & Company, (formerly Booz Allen Hamilton) a consulting firm, since 1999.1981. Mr. Adolph has held numerous leadership 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 19941981 to 1997. The Board believes that Mr. Adolph's consulting experience, giving him insight into various corporate governance and business management issues, as well as his status as an independent director, make his service on the Board integral to Cintas.63 John F. Barrett was appointedelected a Director of Cintas in 2011 and is recommended as a Director nominee by the Nominating and Corporate Governance Committee.2012. Mr. Barrett has been the Chairman, President and Chief Executive Officer of Western & Southern Financial Group, a Cincinnati-based diversified family of financial services companies, since 2002. Mr. Barrett is also a Director of Convergys Corporation. He served as a director of The Fifth Third Bancorp and its subsidiary, The Fifth Third Bank from 1988 to 2009, and The Andersons, Inc. from 1992 to 2008. The Board believes that Mr. Barrett's principal executive officer experience and service as a director of other publicly-traded companies, which have provided him with a deep understanding of business matters, his broad financial acumen and his status as an independent director, makes his service on the Board valuable to Cintas.59
Melanie W. Barstad was elected a Director of Cintas in 2011. Ms. Barstad was with the Johnson & Johnson Family of Companies, a diversified global provider of consumer products, prescription medicines and medical devices, for 23 years, retiring in 2009 as President of Women's Health in the Medical Device and Diagnostics Division. She served as a management board member on numerous Johnson & Johnson operating company boards including Johnson & Johnson Health Care Systems, Ethicon Endo Surgery and Johnson & Johnson Medical from 1997 to 2009. Ms. Barstad also served as co-chair of the Johnson & Johnson Women's Leadership Initiative. 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.77
Richard T. Farmer is the founder of Cintas and has served as Chairman Emeritus of the Board since 2009. He served as Chairman of the Board of Cintas and its predecessor companies from 1968 to 2009. Prior to the founding of Cintas, Mr. Farmer worked with his family owned company, which Cintas acquired in the early 1970s. Prior to August 1, 1995, Mr. Farmer also served as Cintas' Chief Executive Officer. The Board believes that Mr. Farmer, as the founder of Cintas, possesses unparalleled experience in, and insight into, all aspects of Cintas' business, which he is able to contribute to the Board through his position as Chairman Emeritus of the Board.53
Scott D. Farmer joined Cintas in 1981. He has held the positions of Vice President – National Account Division, Vice President – Marketing and Merchandising, Rental Division Group Vice President and Chief Operating Officer. In 1994, he was elected to the Board. He was elected Chief Executive Officer in July 2003. The Board believes that Mr. Farmer's breadth of knowledge and experience in the areas of marketing, business development and corporate strategy, as well as his familiarity with all aspects of Cintas' business, renders his service on the Board extremely beneficial to Cintas.65 James J. Johnson was elected a Director of Cintas in 2009. Mr. Johnson was with the Procter & Gamble Company, a manufacturer and marketer of consumer products, for 35 years, retiring in June 2008 as Chief Legal Officer. The Board believes that Mr. Johnson's experience with the myriad of legal issues surrounding a publicly-traded company and his status as an independent director renders his service on the Board invaluable to Cintas. 68
Robert J. Kohlhepp has been a Director of Cintas since 1979. He 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. He was elected Chairman of the Board in 2009. He is also a Director of Parker Hannifin Corporation. He served as a director of Eagle Hospitality Properties Trust, Inc. from 2004 until 2008. The Board believes that Mr. Kohlhepp's long-time service to Cintas, much of which has been in an executive capacity, has given him significant experience with capital management and allocation and public company financial statement preparation, uniquely qualifying him to serve as the Chairman of the Board.59
Joseph Scaminace was elected a Director of Cintas in 2010. He is designated as Lead Director of the Cintas Board of Directors and is Chairman of the Executive Committee and the Nominating and Corporate Governance Committee. Mr. Scaminace has been Chairman, President and CEO of OM Group, Inc. ("OMG"), a specialty chemicalsdiversified industrial growth company, since 2005. Prior to joining OMG, Mr. Scaminace was the President and Chief Operating Officer of The Sherwin-Williams Company, a paint and coatings company, where he had worked in various capacities since 1983. He is a member of the Board of Trustees of The Cleveland Clinic. Mr. Scaminace is also a Director of Parker Hannifin Corporation. The Board believes that Mr. Scaminace's principal executive officer experience and service as a director of another publicly-traded company, which have provided him insight into high-level corporate governance and executive compensation matters, as well as his independent director status, make him an integral member of Cintas' Board.59
Ronald W. Tysoe was elected a Director of Cintas in 2008. He is the Chairman of the Audit Committee. Mr. Tysoe served as Senior Advisor of Perella Weinberg Partners LP, a financial services firm, from October 2006 until his retirement in September 2007. He served as Vice Chairman of Federated Department Stores, Inc. (now known as Macy's Inc.), a clothing and home furnishings company, from April 1990 to October 2006. Mr. Tysoe is also a Director of Canadian Imperial Bank of Commerce, Scripps Networks Interactive, Inc., Pzena Investment Management,Taubman Centers, Inc. and Taubman Centers,J. C. Penney Company, Inc. He served as a director of Macy's Inc. from 1988 until 2005, Ohio Casualty Corporation from 2006 until 2007, and NRDC Acquisition Corp. (now known as Retail Opportunity Investments Corp.) from 2007 until 2009.2009, and Pzena Investment Management Inc. from 2008 until 2013. The Board believes that Mr. Tysoe's service as a Vice Chairman of another publicly-traded company, his independent director status and the fact that he is an "audit committee financial expert" under SEC guidelines, given his understanding of accounting and financial reporting, disclosures and controls, make his Board service extremely beneficial to Cintas.(1)Member of the Compensation Committee of the Board. Member of the Nominating and Corporate Governance Committee of the Board. Member of the Executive Committee of the Board. Member of the Audit Committee of the Board. (2)Member of the Nominating and Corporate Governance Committee of the Board.(3)Member of the Executive Committee of the Board.(4)Member of the Audit Committee of the Board.2012,2013, the Board met on four occasions. In addition, the independent directors met in executive session on four occasions during fiscal 20122013 without the presence of management directors. The Lead Director presided over each session.of the then presiding directors attended the 20112012 Annual Meeting of Shareholders. Each of Cintas' directors attended all meetings of the Board and committees of which they were a member during fiscal 2012.2013.David C. PhillipsJoseph Scaminace (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 2012,2013, but took several actions in writing.David C. PhillipsJoseph Scaminace as the Lead Director.David C. PhillipsJoseph Scaminace (Chairman), Gerald S. Adolph, John F. Barrett, Melanie W. Barstad, James J. Johnson Joseph Scaminace and Ronald W. Tysoe.Threeand David C. Phillips havehas been designated as an Audit Committee financial expertsexpert by the Board and the Board has determined that such individuals satisfyMr. Tysoe satisfies the expertise and audit committee independence standards required by NASDAQ and the SEC.Johnson and David C. Phillips.(Seven(seven of which were telephonic meetings.)(a)reviewed and discussed Cintas' audited financial statements for fiscal 2012(a) (b) reviewed the quarterly earnings releases and reports on Form 10-K and Form 10-Q prior to release; (c) reviewed management's representations that the interim and audited financial statements were prepared in accordance with 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) (f) (g) (h) consulted with counsel regarding SOX, NASDAQ's corporate governance listing standards and the corporate governance environment in general and considered any additional requirements placed on the Audit Committee as well as additional procedures or matters the Audit Committee should consider; (i) reviewed and monitored the progress and results of the testing of internal control over financial reporting pursuant to Section 404 of SOX, reviewed a report from management and internal audit regarding the design, operation and effectiveness of internal control over financial reporting and reviewed an attestation report from the independent registered public accounting firm regarding the effectiveness of internal control over financial reporting; and (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, 2012, for filing with the SEC;(g)reviewed all audit and nonaudit services performed for Cintas by the independent registered public accounting firm for the fiscal year ended May 31, 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 overfinancial 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.(j) examined the Audit Committee Charter to determine compliance by Cintas and the Audit Committee with its provisions and to determine whether any revisions to the Charter were advisable. An updated Cintas Audit Committee Charter was approved at the July 29, 2013 Audit Committee Meeting. The Charter was reorganized so as to group related items in a more orderly fashion. There were no substantive changes to the content of the Audit Committee Charter. and David C. Phillips20122013 financial statements.20122013 and fiscal 20112012 are as follows: Fiscal 2012 Fiscal 2011 $ 799,500 $ 780,500 $ 152,575 $ 189,419 $ 374,696 $ 387,979 $ 0 $ 27,084 (1)Audit related fees include review of SEC registration statements, benefit plan audits, debt offerings and consultation on accounting standards or transactions.(2)Tax fees consist of assistance with international tax compliance and review of U.S. tax returns.(3)All other fees for fiscal 2011 consist primarily of assistance with information technology general control related services. Fiscal 2013 Fiscal 2012 Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $839,500 $799,500 $ 63,850 $152,575 $372,203 $374,696 Audit related fees include review of SEC registration statements, benefit plan audits, debt offerings and consultation on accounting standards or transactions. Tax fees consist of assistance with international tax compliance and review of U.S. tax returns. 2012,2013, 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. During the fiscal year ended May 31, 2012,2013, Cintas engaged outside compensation consultants to assist with executive compensation performance metrics. This information was presented to the Compensation Committee for their review.Three2012.20122013 Summary Compensation Table of this proxy statement (collectively, the named executive officers). It also discusses the principles underlying our policies and decisions.areis 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.20122013 applies to all of our executive officers. The incentive compensation arrangement for our CEO, Mr. Scott D. Farmer, was based on Cintas' earnings per share ("EPS"), growth in sales and other performance goals selected 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 for operations within his responsibility, growth in net income for operations within his responsibility and the accomplishment of certain individual goals. The incentive compensation arrangements for our Senior 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 Hansen were based on Cintas' EPS and achievement of certain individual goals.companies in Cintas'published general industry as well as comparably sized companies (with respect to revenue) that we consider to be Cintas'survey data by revenue size and proxy peer group (G&K Services, Inc., Unifirst Corporation, Iron Mountain Incorporated, Convergys Corporation, Robert Half International Inc., Leggett & Platt, Incorporated, Chiquita Brands International, Inc., Kelly Services, Inc., Unisys Corporation and Ecolab Inc.).data. The Committee benchmarks base salary, annual cashless thancompetitive with the total compensation of respective named executive officers of the majority of the companies in the peer group identified above.2011,2012, and at various meetings held during the remainder of fiscal 2012,2013, the Board reviewed the results of our 20112012 "say-on-pay" and "say-on-frequency" votes, the results of which werevote, where we received over 92% approval of our named executive officers' compensation and our shareholders recommended that we hold annual say-on-pay votes.compensation. Based on thesethe results of the 2011 "say-on-frequency" vote, 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 20112012 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 20112012 when making subsequent decisions or adopting subsequent policies regarding named executive officer compensation. The Committee believes the voting results demonstrate significant support for our named executive officer pay program and did not make any changes to the fiscal 20122013 program in response to the 20112012 say-on-pay results. The Compensation Committee has, however, continued to monitor the voting policies of our institutional shareholders and their advisors since last year as well as review the overall program to ensure it achieves the designed goal as set forth in "Compensation Philosophy and Objectives" and will continue to take those voting policies and the effectiveness of the program into account when considering changes to our executive compensation program.20122013 compensation program elements for our named executive officers:Element Form of Compensation Purpose Base Salaries Cash Provides competitive, fixed compensation to attract and retain exceptional executive talent Annual Cash Incentives Cash Provides a variable financial incentive to achieve corporate and individual operating goals Long-Term Equity Incentives Non-qualified stock options and restricted stock Encourages named executive officers to build and maintain a long-term equity ownership position in Cintas so that their interests are aligned with our shareholders Health, Retirement and Other Benefits Eligibility to participate in benefit plans generally available to our employee-partners, including Partners' Plan contributions, health, life insurance and disability plans, deferred compensation plan, and certain perquisites Benefit plans are part of a broad-based employee benefits program. The deferred compensation plan and perquisites provide competitive benefits to our named executive officers Table of Contents20122013 base salaries that were approved by the Committee for our named executive officers:
Officer Fiscal 2012 Base Salary % Increase Over the Prior Year Scott D. Farmer $ 769,153 3.0 % William C. Gale $ 468,918 3.0 % Thomas E. Frooman $ 432,317 3.0 % J. Michael Hansen $ 271,920 3.0 % J. Phillip Holloman $ 562,277 3.0 % Officer % Increase Over the Prior Year Scott D. Farmer $792,227 3.0% William C. Gale $482,986 3.0% Thomas E. Frooman $445,287 3.0% J. Michael Hansen $280,078 3.0% J. Phillip Holloman $590,000 4.9% 20122013 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.20132014 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.2012,2013, 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 20122013 is comprised of the financial objectives of fiscal 20122013 Cintas EPS, fiscal 20122013 sales growth and certain non-financial goals. The EPS and sales growth goals were established with reference to the operating plans for Cintas for fiscal 2012.2013. The EPS goals for all participants were identical. The percentage of the target annual cash incentive related to the fiscal 20122013 Cintas EPS, the growth of fiscal 20122013 sales and the non-financial goals relating to safety, employee diversity global expansion, safety, capital expenditures and inventoryinternational results, were 37.5%, 37.5% and 25%, respectively. The Executive Incentive Plan provided that if Cintas met the targeted EPS, sales growth and the other non-financial goals, Mr. S. D. Farmer would receive a target annual cash incentive of $494,565.$509,402. 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.
EPS Component Level of Achievement EPS Goals Annual
Cash Incentive
Payout Below Threshold <$1.92 0 % Threshold $1.92 25 % Target $2.06 100 % Maximum $2.26 200 % EPS Component Level of Achievement EPS Goals Below Threshold <$2.38 0 % Threshold $2.38 25 % Target $2.56 100 % Maximum $2.81 200 %
Sales Growth Component Level of Achievement Sales Growth
Goals (% Growth
Over Fiscal 2011) Annual
Cash Incentive
Payout Below Threshold <6.55% 0 % Threshold 6.55% 25 % Target 8.05% 100 % Maximum 11.05% 200 % Sales Growth Component Level of Achievement Below Threshold <4.70% 0 % Threshold 4.70% 25 % Target 6.20% 100 % Maximum 9.20% 200 % Individual Performance Component Level of Achievement
Cash
PayoutDoes Not Meet Goals 0 % Meets Most Goals 50 % Meets Goals 100 % Exceeds Goals 150 % Outstanding Achievement 200 % 20122013 table outlines estimated possible payouts under this non-equity incentive plan award. Based on Cintas' EPS and sales growth for fiscal 2012,2013, Mr. S. D. Farmer received an annual cash incentive award of $523,930.$250,721. Fiscal 20122013 EPS was $2.27$2.52 per diluted share and fiscal 20122013 sales growth was 7.7%5.2%. Mr. S. D. Farmer received $123,641$95,513 based on the performance of the non-financial goals outlined above. His individual performance level was between "Meets Most Goals" and "Meets Goals". Mr. S. D. Farmer's total fiscal 20122013 annual cash incentive award was $647,571.$346,234.2012,2013, the Committee approved a total compensation plan for Mr. Holloman. The aggregate amount of Mr. Holloman's annual cash incentive for fiscal 20122013 is comprised of the financial objectives of fiscal 20122013 Cintas EPS, fiscal 20122013 sales growth for operations within his responsibility, fiscal 2012 net2013 income growth for the operations within his responsibility and the accomplishment of certain non-financial goals. The sales growth and net income growth goals were established with reference to the operating plans for operations within Mr. Holloman's responsibility for fiscal 2012.2013. The percentage of the target annual cash incentive related to fiscal 20122013 Cintas EPS, the growth of fiscal 20122013 sales for operations within his responsibility, the growth of fiscal 2012 net2013 income growth for operations within Mr. Holloman's responsibility and the non-financial goals relating to employee diversity, safety, capital expenditures, accounts receivables,safety, improved customer retention and inventoryemployee diversity 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 growth for operations within his responsibility and the other non-financial goals, Mr. Holloman would receive a target annual cash incentive of $328,600.$344,500. 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.
EPS Component Level of Achievement EPS Goals Annual
Cash Incentive
Payout Below Threshold <$1.92 0 % Threshold $1.92 50 % Target $2.06 100 % Maximum $2.26 200 % EPS Component Level of Achievement EPS Goals Below Threshold <$2.38 0 % Threshold $2.38 50 % Target $2.56 100 % Maximum $2.81 200 %
Sales Growth Component Level of Achievement Sales Growth
Goals (% Growth Over Fiscal 2011) Annual
Cash Incentive
Payout Below Threshold <6.4 % 0 % Threshold 6.4 % 50 % Target 6.9 % 100 % Maximum 9.9 % 200 % Sales Growth Component Level of Achievement Below Threshold <4.70% 0 % Threshold 4.70% 50 % Target 6.20% 100 % Maximum 9.20% 200 %
Net Income Component Level of Achievement Net
Income
Goals Annual
Cash Incentive
Payout Below Threshold <12.2 % 0 % Threshold 12.2 % 50 % Target 12.7 % 100 % Maximum 14.2 % 200 % Income Growth Component Level of Achievement Below Threshold <12.8% 0 % Threshold 12.8% 50 % Target 13.3% 100 % Maximum 14.8% 200 % Individual Performance Component Level of Achievement Does Not Meet Goals 0 % Meets Most Goals 50 % Meets Goals 100 % Exceeds Goals 150 % Outstanding Achievement 200 % 20122013 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 20122013 and net income growth for operations within his responsibility for fiscal 2012,2013, Mr. Holloman received an annual cash incentive award of $259,923$155,242 for these components. Mr. Holloman received $82,150$115,315 based on the performance of the non-financial goals outlined above. His individual performance level was between "Meets Goals" and "Exceeds Goals". Mr. Holloman's total fiscal 20122013 annual cash incentive award was $342,073.$270,557.Table of Contents2012,2013, the Committee approved total compensation plans for Mr. Gale, Mr. Frooman and Mr. Hansen. The aggregate amount of annual cash incentive for fiscal 20122013 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 a maximum of 200% of the annual cash incentive target.Thetarget.The following table sets forth the annual cash incentive targets and performance criteria that were reviewed and approved by the Committee:
Name Annual
Cash Incentive
Target EPS
Component Individual
Performance
Component William C. Gale $ 201,983 50 % 50 % Thomas E. Frooman $ 204,713 50 % 50 % J. Michael Hansen $ 71,020 50 % 50 % Name William C. Gale $207,760 50% 50% Thomas E. Frooman $210,940 50% 50% J. Michael Hansen $ 74,200 50% 50%
EPS Component Level of Achievement EPS Goals Annual
Cash Incentive
Payout Below Threshold <$1.92 0 % Threshold $1.92 50 % Target $2.06 100 % Maximum $2.26 200 % EPS Component Level of Achievement EPS Goals Below Threshold <$2.38 0 % Threshold $2.38 50 % Target $2.56 100 % Maximum $2.81 200 % Individual Performance Component Level of Achievement Does Not Meet Goals 0 % Meets Most Goals 50 % Meets Goals 100 % Exceeds Goals 150 % Outstanding Achievement 200 % 20122013 table outlines estimated possible payouts under these non-equity incentive plan awards. As presented to and approved by the Committee, the actual annual cash incentive payments earned for fiscal 20122013 as reflected in the Fiscal 20122013 Summary Compensation Table are as follows: Mr. Gale earned a fiscal 20122013 annual cash incentive award of $353,470.$224,838. His individual performance level was between "Meets Goals" and "Exceeds Goals" and Cintas' EPS was between "Threshold" and "Target". Mr. Frooman earned a fiscal 2013 annual cash incentive award of $251,956. His individual performance level was "Exceeds Goals" and Cintas' EPS was "Maximum". Mr. Frooman earned a fiscal 2012 annual cash incentive award of $332,659. His individual performance level was in between "Meets Goals""Threshold" and "Exceeds Goals" and Cintas' EPS was "Maximum""Target". Mr. Hansen earned a fiscal 20122013 annual cash incentive award of $124,285.$88,628. His individual performance level was "Exceeds Goals" and Cintas' EPS was "Maximum"between "Threshold" and "Target".
EPS Component Level of Achievement EPS Goals Equity Award % Below Threshold <$1.92 0 % Threshold $1.92 50 % Target $2.06 100 % Maximum $2.26 200 % EPS Component Level of Achievement EPS Goals Equity Award % Below Threshold <$2.38 0 % Threshold $2.38 50 % Target $2.56 100 % Maximum $2.81 200 % 2012:2013:Individual Performance Component Level of Achievement Equity Award % Does Not Meet Goals 0 % Meets Most Goals 50 % Meets Goals 100 % Exceeds Goals 150 % Outstanding Achievement 200 % 2012,2013, 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. Hansen. The factors thatanalysesanalysis and overall performance of the individual. The 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.23, 2012,29, 2013, Mr. S. D. Farmer was awarded 136,09373,422 non-qualified stock options based on Cintas' fiscal 20122013 EPS and sales growth. On July 18, 2012,17, 2013, Mr. Frooman and Mr. Hansen were awarded 26,97519,828 and 9,6256,569 non-qualified stock options, respectively, based on Cintas' fiscal 20122013 EPS and their individual performance level, as outlined 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 are awarded as shares of restricted stock. As Mr. Gale and Mr. Holloman are over the age of 55, they did not receive any non-qualified stock options, but received shares of restricted stock instead.23, 2012,29, 2013, Mr. S. D. Farmer was awarded 49,03326,830 shares of restricted stock based on Cintas' fiscal 20122013 EPS and sales growth. On July 18, 2012,17, 2013, Mr. Holloman was awarded 27,59716,665 shares of restricted stock based on Cintas' fiscal 20122013 EPS, fiscal 20122013 sales for operations within his responsibility and fiscal 20122013 net income for operations with his responsibility and Mr. Gale, Mr. Frooman and Mr. Hansen were awarded 29,692, 8,93718,041, 6,569 and 3,1502,150 shares of restricted stock, respectively, based on Cintas' fiscal 20122013 EPS and their individual performance level, as outlined under the Annual Cash Incentives section.20122013 table of this proxy statement, and its accompanying narrative and footnotes.20122013 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.Officer Chief Executive Officer 6x Chief Financial Officer 3x President and Chief Operating Officer 3x Vice President and Secretary, General Counsel 3x Vice President and Treasurer 2x allthis tax deduction is only one of several relevant considerations in setting compensation. As a result, the Committee may approve compensation paid to the named executive officersthat in certain cases is not deductible for fiscal year 2012 is properly deductible under Section 162(m).federal income tax purposes. 2011 and 2010.2011. These individuals are collectively referred to as our named executive officers.
Name and Principal
Position Fiscal
Year Salary
($) Bonus(1)
($) Stock Awards(2)
($) Option Awards(2)
($) Non-Equity
Incentive Plan
Compensation(3)
($) All Other
Compensation(4)
($) Total
($) 2012 769,153 — 1,842,170 1,647,528 647,571 123,766 5,030,188 2011 746,750 — 2,344,561 751,957 684,000 83,040 4,610,308 2010 725,000 — 295,874 166,359 482,000 61,946 1,731,179 2012 468,918 — 1,125,624 — 353,470 65,328 2,013,340 2011 455,260 — 705,817 — 294,150 47,216 1,502,443 2010 442,000 — 149,897 — 227,150 43,549 862,596 2012 432,317 — 338,802 326,557 332,659 54,965 1,485,300 2011 419,725 — 230,715 159,996 298,125 46,113 1,154,674 2010 407,500 — 99,198 92,920 304,750 44,361 948,729 2012 271,920 — 119,417 116,519 124,285 32,829 664,970 2011 264,000 — 131,976 105,470 79,500 23,611 604,557 2010 240,000 — 42,269 21,566 — 24,856 328,691 2012 562,277 — 1,046,202 — 342,073 68,452 2,019,004 2011 545,900 — 1,864,870 — 357,750 47,875 2,816,395 2010 530,000 — 118,401 110,906 234,874 23,520 1,017,701 Scott D. Farmer 2013 792,227 — 1,258,595 690,343 346,234 156,907 3,244,306 Chief Executive Officer 2012 769,153 — 1,842,170 1,293,891 647,571 123,766 4,676,551 and Director 2011 746,750 — 2,344,561 751,957 684,000 83,040 4,610,308 William C. Gale 2013 482,986 — 851,896 — 224,838 57,469 1,617,189 Senior Vice President and 2012 468,918 — 1,125,624 — 353,470 65,328 2,013,340 Chief Financial Officer 2011 455,260 — 705,817 — 294,150 47,216 1,502,443 Thomas E. Frooman 2013 445,287 — 310,188 186,431 251,956 38,807 1,232,669 Vice President and 2012 432,317 — 338,802 256,462 332,659 54,965 1,415,205 Secretary – General Counsel 2011 419,725 — 230,715 159,996 298,125 46,113 1,154,674 J. Michael Hansen 2013 280,078 — 101,523 61,764 88,628 26,877 558,870 Vice President and 2012 271,920 — 119,417 91,509 124,285 32,829 639,960 Treasurer 2011 264,000 — 131,976 105,470 79,500 23,611 604,557 J. Phillip Holloman 2013 590,000 — 786,921 — 270,557 83,460 1,730,938 President and Chief 2012 562,277 — 1,046,202 — 342,073 68,452 2,019,004 Operating Officer 2011 545,900 — 1,864,870 — 357,750 47,875 2,816,395 (1) (2) (3) Reflects the annual cash incentive awards to the named executive officers under the Executive Incentive Plan discussed in further detail beginning on page 17. (4) (1)No discretionary cash bonuses were paid to any named executive officer during fiscal 2012, 2011 or 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 amounts reported for restricted stock and 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 assumptions used, see Note 11 of the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2012.(3)Reflects the annual cash incentive awards to the named executive officers under the Executive Incentive Plan discussed in further detail beginning on page 16.(4)All other compensation for fiscal 2012 includes reimbursements for auto allowances, club dues, 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 $8,437 for Mr. Hansen. All other compensation for fiscal 2012 also includes financial planning fees for Mr. S. D. Farmer and personal use of Cintas' aircraft by Mr. S. D. Farmer.2012:2013: Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards Estimated Possible Payouts Under
Equity Incentive Plan Awards Name Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) All Other
Stock
Awards:
Number of
Shares of
Stock
or Units
(#) All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) Exercise
or Base
Price of
Option
Awards(6)
($/sh) Grant
Date
Fair
Value of
Stock and
Option
Awards
($) Scott D. Farmer(1) 9/21/2011 0 494,565 989,130 9/21/2011 0 94,400 188,800 9/21/2011 0 31,500 63,000 7/23/2012 136,093 37.57 1,647,528 7/23/2012 49,033 1,842,170 William C. Gale(2) 9/08/2011 0 201,983 403,966 9/08/2011 (5) 0 16,967 33,934 7/18/2012 29,692 1,125,624 Thomas E. Frooman(2) 9/07/2011 0 204,713 409,426 9/07/2011 (4) 0 16,600 33,200 9/07/2011 (5) 0 5,500 11,000 7/18/2012 26,975 37.91 326,557 7/18/2012 8,937 338,802 J. Michael Hansen(2) 9/14/2011 0 71,020 142,040 9/14/2011 (4) 0 5,500 11,000 9/14/2011 (4) 0 1,800 3,600 7/18/2012 9,625 37.91 116,519 7/18/2012 3,150 119,417 J. Phillip Holloman(3) 9/12/2011 0 328,600 657,200 9/12/2011 (5) 0 26,167 52,334 7/18/2012 27,597 1,046,202 Name 9/21/2012 0 509,402 1,018,804 0 94,400 188,800 0 31,500 63,000 7/29/2013 73,422 46.91 690,343 7/29/2013 26,830 1,258,595 7/30/2012 0 207,760 415,520 0 16,967 33,934 7/17/2013 18,041 851,896 7/30/2012 0 210,940 421,880 0 16,600 33,200 0 5,500 11,000 7/17/2013 19,828 47.22 186,431 7/17/2013 6,569 310,188 8/14/2012 0 74,200 148,400 0 5,500 11,000 0 1,800 3,600 7/17/2013 6,569 47.22 61,764 7/17/2013 2,150 101,523 9/12/2012 0 344,500 689,000 0 26,167 52,334 7/17/2013 16,665 786,921 (1) Mr. S. D. Farmer is eligible for an annual cash incentive and a long-term equity incentive award based on the achievement of targeted Cintas EPS and sales growth and other performance goals outlined by the Compensation Committee. If Cintas meets the targeted EPS and targeted sales growth and Mr. S. D. Farmer achieves his non-financial goals, Mr. S. D. Farmer will receive the targeted amount. This amount can decrease to 0% or increase up to 200% of the targeted amount, depending on the extent to which these goals are achieved. If the goals up to certain levels are not met, no incentive will be paid. Restricted stock and non-qualified stock options awarded will be granted pursuant to the terms and conditions of the 2005 Equity Compensation Plan. (2) Mr. Gale, Mr. Frooman and Mr. Hansen are eligible for an annual cash incentive and a long-term equity incentive award based on the achievement of targeted Cintas EPS and individual goals linked to the named executive officer's individual area of responsibility. If Cintas meets the targeted EPS and the named executive officer achieves his individual goals, he will receive the targeted amount. This amount can decrease to 0% or increase up to 200% of the target depending on the extent to which EPS and individual goals are achieved. If the goals up to a certain level are not met, no incentive will be paid. Restricted stock and non-qualified stock options awarded will be granted pursuant to the terms and conditions of the 2005 Equity Compensation Plan. (1)Mr. S. D. Farmer is eligible for an annual cash incentive and a long-term equity incentive award based on the achievement of targeted Cintas EPS and sales growth and other performance goals outlined by the Compensation Committee. If Cintas meets the targeted EPS and targeted sales growth and Mr. S. D. Farmer achieves his non-financial goals, Mr. S. D. Farmer will receive the targeted amount. This amount can decrease to 0% or increase up to 200% of the targeted amount, depending on the extent to which these goals are achieved. If the goals up to certain levels are not met, no incentive will be paid. Restricted stock and non-qualified stock options awarded will be granted pursuant to the terms and conditions of the 2005 Equity Compensation Plan.(2)Mr. Gale, Mr. Frooman and Mr. Hansen are eligible for an annual cash incentive and a long-term equity incentive award based on the achievement of targeted Cintas EPS and individual goals linked to the named executive officer's individual area of responsibility. If Cintas meets the targeted EPS and the named executive officer achieves his individual goals, he will receive the targeted amount. This amount can decrease to 0% or increase up to 200% of the target depending on the extent to which EPS and individual goals are achieved. If the goals up to a certain level are not met, no incentive will be paid. Restricted stock and non-qualified stock options awarded will be granted pursuant to the terms and conditions of the 2005 Equity Compensation Plan.(3) Mr. Holloman is eligible for an annual cash incentive and a long-term equity incentive award based on the achievement of targeted Cintas EPS and sales and net income growth for operations within his responsibility and the accomplishment of certain non-financial goals outlined by the Compensation Committee. If Cintas meets the targeted EPS and targeted sales and net income growth for operations within his responsibility and Mr. Holloman achieves his individual goals, Mr. Holloman will receive the targeted amount. This amount can decrease to 0% or increase up to 200% of the targeted amount, depending on the extent to which these goals are achieved. If the goals up to certain levels are not met, no incentive will be paid. Restricted stock awards will be granted pursuant to the terms and conditions of the 2005 Equity Compensation Plan. (4) (5) (6) The exercise price of an option is equal to the closing stock price on the date of grant. (3)Mr. Holloman is eligible for an annual cash incentive and a long-term equity incentive award based on the achievement of targeted Cintas EPS and sales and net income growth for operations within his responsibility and the accomplishment of certain non-financial goals outlined by the Compensation Committee. If Cintas meets the targeted EPS and targeted sales and net income growth for operations within his responsibility and Mr. Holloman achieves his individual goals, Mr. Holloman will receive the targeted amount. This amount can decrease to 0% or increase up to 200% of the targeted amount, depending on the extent to which these goals are achieved. If the goals up to certain levels are not met, no incentive will be paid. Restricted stock and non-qualified stock options awarded will be granted pursuant to the terms and conditions of the 2005 Equity Compensation Plan.(4)Stock option portion of the fiscal 2012 Executive Incentive Plan, which will 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.(5)Restricted stock portion of the fiscal 2012 Executive Incentive Plan, which will vest three years from the date of grant.(6)The exercise price of an option is equal to the closing stock price on the date of grant.2012:2013: Option Awards(1) Stock Awards(2) Name Grant
Date(3) Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares
or Units of
Stock That
Have Not
Vested
(#) Market
Value of
Shares
or Units of
Stock That
Have Not
Vested
($) Scott D. Farmer 7/29/2003 40,000 10,000 39.29 7/29/2013 7/26/2004 15,000 10,000 42.06 7/26/2014 8/01/2005 10,000 15,000 44.43 8/01/2015 7/24/2006 3,000 12,000 35.99 7/24/2016 7/23/2007 — 7,500 38.74 7/23/2017 7/21/2008 3,300 6,700 27.88 7/21/2018 7/27/2009 — 5,000 24.41 7/27/2019 7/26/2010 — 20,589 26.23 7/26/2020 7/21/2011 — 94,467 34.18 7/21/2021 7/23/2012 — 136,093 37.57 7/23/2022 144,232 5,322,161 William C. Gale 7/22/2002 5,000 — 41.65 7/22/2012 2/28/2003 7,500 — 33.57 2/28/2013 7/26/2004 9,000 6,000 42.06 7/26/2014 8/01/2005 7,500 — 44.43 8/01/2015 7/17/2006 7,500 — 36.08 7/17/2016 59,918 2,210,974 Thomas E. Frooman 7/22/2002 15,000 — 41.65 7/22/2012 2/28/2003 20,000 — 33.57 2/28/2013 7/26/2004 9,000 6,000 42.06 7/26/2014 8/01/2005 3,000 4,500 44.43 8/01/2015 7/17/2006 1,500 6,000 36.08 7/17/2016 7/03/2007 — 6,575 39.84 7/03/2017 7/17/2008 2,640 5,360 27.30 7/17/2018 7/17/2009 — 5,650 22.61 7/17/2019 7/22/2010 — 11,500 25.88 7/22/2020 7/21/2011 — 20,100 34.18 7/21/2021 7/18/2012 — 26,975 37.91 7/18/2022 48,321 1,783,045 J. Michael Hansen 7/22/2002 3,000 — 41.65 7/22/2012 7/29/2003 2,400 600 39.29 7/29/2013 5/28/2004 800 200 45.33 5/28/2014 7/26/2004 3,000 2,000 42.06 7/26/2014 8/1/2005 200 300 44.43 8/1/2015 7/17/2006 308 1,232 36.08 7/17/2016 7/3/2007 1,540 39.84 7/3/2017 7/17/2008 798 1,622 27.30 7/17/2018 7/17/2009 1,540 22.61 7/17/2019 7/22/2010 2,669 25.88 7/22/2020 7/30/2010 5,000 26.46 7/30/2020 7/21/2011 8,250 34.18 7/21/2021 7/18/2012 9,625 37.91 7/18/2022 17,399 642,023 J. Phillip Holloman 7/22/2002 3,000 — 41.65 7/22/2012 3/28/2003 7,500 — 35.02 3/28/2013 7/29/2003 800 200 39.29 7/29/2013 7/26/2004 4,500 3,000 42.06 7/26/2014 8/01/2005 6,000 9,000 44.43 8/01/2015 7/17/2006 1,413 4,237 36.08 7/17/2016 7/03/2007 — 7,500 39.84 7/03/2017 1/31/2008 — 25,000 32.82 1/31/2018 7/17/2008 2,640 5,360 27.30 7/17/2018 7/17/2009 — 3,000 22.61 7/17/2019 7/22/2010 — 13,726 25.88 7/22/2020 100,874 3,722,251 Name Scott D. Farmer 7/26/2004 20,000 5,000 42.06 7/26/2014 8/01/2005 15,000 10,000 44.43 8/01/2015 7/24/2006 — 9,000 35.99 7/24/2016 7/23/2007 — 6,000 38.74 7/23/2017 7/21/2008 — 3,400 27.88 7/21/2018 7/27/2009 — 3,350 24.41 7/27/2019 7/26/2010 — 20,589 26.23 7/26/2020 7/21/2011 — 94,467 34.18 7/21/2021 7/23/2012 — 136,093 37.57 7/23/2022 7/29/2013 — 73,422 46.91 7/29/2023 165,739 7,567,643 William C. Gale 7/26/2004 12,000 3,000 42.06 7/26/2014 8/01/2005 7,500 — 44.43 8/01/2015 7/17/2006 7,500 — 36.08 7/17/2016 74,175 3,386,831 Thomas E. Frooman 7/26/2004 12,000 3,000 42.06 7/26/2014 8/01/2005 4,500 3,000 44.43 8/01/2015 7/17/2006 3,000 4,500 36.08 7/17/2016 7/03/2007 1,315 5,260 39.84 7/03/2017 7/17/2008 5,280 2,720 27.30 7/17/2018 7/17/2009 1,864 3,786 22.61 7/17/2019 7/22/2010 — 11,500 25.88 7/22/2020 7/21/2011 — 20,100 34.18 7/21/2021 7/18/2012 — 26,975 37.91 7/18/2022 7/17/2013 — 19,828 47.22 7/17/2023 26,089 1,191,224 J. Michael Hansen 5/28/2004 1,000 — 45.33 5/28/2014 7/26/2004 4,000 1,000 42.06 7/26/2014 8/01/2005 300 200 44.43 8/01/2015 7/17/2006 616 924 36.08 7/17/2016 7/03/2007 308 1,232 39.84 7/03/2017 7/17/2008 1,597 823 27.30 7/17/2018 7/17/2009 508 1,032 22.61 7/17/2019 7/22/2010 — 2,669 25.88 7/22/2020 7/30/2010 — 5,000 26.46 7/30/2020 7/21/2011 — 8,250 34.18 7/21/2021 7/18/2012 — 9,625 37.91 7/18/2022 7/17/2013 — 6,569 47.22 7/17/2023 10,167 464,225 J. Phillip Holloman 7/29/2003 1,000 — 39.29 7/29/2013 7/26/2004 6,000 1,500 42.06 7/26/2014 8/01/2005 9,000 6,000 44.43 8/01/2015 7/17/2006 2,826 2,824 36.08 7/17/2016 7/03/2007 1,875 5,625 39.84 7/03/2017 1/31/2008 5,000 20,000 32.82 1/31/2018 7/17/2008 5,280 2,720 27.30 7/17/2018 7/17/2009 990 2,010 22.61 7/17/2019 7/22/2010 — 13,726 25.88 7/22/2020 111,539 5,092,871 (1)Stock options granted after June 1, 2008, have a 10-year term and vest at a rate of 33% per year, beginning on the third anniversary of the date of grant and ending on the fifth anniversary of the date of grant. Stock options granted prior to June 1, 2008, have a 10-year term and vest at a rate of 20% per year, beginning on the fifth anniversary of the date of grant with the following exceptions:(1) Stock options granted after June 1, 2008, have a 10-year term and vest at a rate of 33% per year, beginning on the third anniversary of the date of grant and ending on the fifth anniversary of the date of grant. Stock options granted prior to June 1, 2008, have a 10-year term and vest at a rate of 20% per year, beginning on the fifth anniversary of the date of grant with the following exceptions: (2)Restricted stock awards generally vest three years from the date of grant. The following table indicates the dates when the shares of restricted stock held by each named executive officer vest and are no longer subject to forfeiture:(2) Restricted stock awards generally vest three years from the date of grant. The following table indicates the dates when the shares of restricted stock held by each named executive officer vest and are no longer subject to forfeiture: Vesting Date Scott D. Farmer William C. Gale Thomas E. Frooman J. Michael Hansen J. Phillip Holloman 7/17/2012 — 3,784 1,900 1,491 1,000 7/21/2012 — — 26,901 7,891 — 7/27/2012 5,323 — — — — 1/31/2013 — — — — 5,000 7/22/2013 — 5,792 3,833 667 4,575 7/26/2013 54,280 — — — 35,000 7/30/2013 — — — 1,500 — 7/21/2014 35,596 20,650 6,750 2,700 27,702 7/18/2015 — 29,692 8,937 3,150 27,597 7/23/2015 49,033 — — — — Vesting Date Thomas E. Frooman J. Michael Hansen J. Phillip Holloman 7/22/2013 — 5,792 3,833 667 4,575 7/26/2013 54,280 — — — 35,000 7/30/2013 — — — 1,500 — 7/21/2014 35,596 20,650 6,750 2,700 27,702 7/18/2015 — 29,692 8,937 3,150 27,597 7/23/2015 49,033 — — — — 7/17/2016 — 18,041 6,569 2,150 16,665 7/29/2016 26,830 — — — — (3)During fiscal 2005, the Compensation Committee of the Board approved a resolution to accelerate the vesting for certain "out-of-the-money" options. The "out-of-the-money" options that were accelerated were granted to employees during fiscal 2000, 2001, 2002 and 2003.20122013 and the value of any restricted stock awards that vested in fiscal 2012:2013: Option Awards Stock Awards Name Number of
Shares
Acquired on
Exercise
(#) Value
Realized on
Exercise
($) Number of
Shares
Acquired on
Vesting
(#) Value
Realized on
Vesting(1)
($) Scott D. Farmer — — 7,220 246,780 William C. Gale — — 39,442 1,331,383 Thomas E. Frooman — — 2,700 83,862 J. Michael Hansen — — 605 18,791 J. Phillip Holloman — — 2,700 83,862 Option Awards Stock Awards Name Scott D. Farmer 65,750 164,125 5,323 209,141 William C. Gale 7,500 57,675 3,784 143,792 Thomas E. Frooman 20,000 155,400 28,801 1,085,292 J. Michael Hansen 3,000 18,870 9,382 353,833 J. Phillip Holloman 7,500 62,775 1,000 38,000 (1)Calculated by multiplying the closing price on the date of vesting times the number of shares.(1) Calculated by multiplying the difference between the closing price of Cintas common stock on the date of the exercise and the exercise price times the number of shares. (2) Calculated by multiplying the closing price on the date of vesting times the number of shares. 20122013 and the aggregate balance of the accounts as of May 31, 2012:2013: Name Executive
Contributions
in Fiscal 2012(1)
($) Aggregate
Earnings in
Fiscal 2012(2)
($) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at
May 31, 2012(3)
($) Scott D. Farmer — (36,556 ) — 683,819 William C. Gale — — — — Thomas E. Frooman 73,010 (11,236 ) (81,471 ) 91,237 J. Michael Hansen 38,633 (16,164 ) — 161,594 J. Phillip Holloman 63,867 (21,921 ) — 265,793 Name Scott D. Farmer 84,371 108,004 876,194 William C. Gale — — — Thomas E. Frooman 78,805 39,824 209,867 J. Michael Hansen 45,041 46,557 253,193 J. Phillip Holloman 51,746 95,008 412,547 (1) (2) (3) Includes amounts previously reported in Summary Compensation Tables for prior years as follows: $671,267 for Mr. S. D. Farmer, $168,442 for Mr. Frooman, $58,202 for Mr. Hansen and $251,821 for Mr. Holloman. (1)Executive contributions are included in the named executive officer's salary and/or non-equity incentive plan compensation, as applicable and as presented in the Fiscal 2012 Summary Compensation Table.(2)Reflects the amount of losses during fiscal 2012 based on the performance of the investment options chosen by the named executive officer. None of these amounts are included in the Fiscal 2012 Summary Compensation Table.(3)Includes amounts previously reported in Summary Compensation Tables for prior years as follows: $671,267 for Mr. S. D. Farmer, $95,432 for Mr. Frooman, $19,569 for Mr. Hansen and $187,954 for Mr. Holloman.•20122013 Year-End table;••20122013 table.In the event of the retirement of•••20122013 table.2012,2013, Directors who are not employees of Cintas received a $44,000$46,000 cash annual retainer, payable quarterly, plus an additional $3,025$3,150 for each meeting attended. Directors received $1,513$1,575 for each telephonic meeting attended. Committee members also received $1,320$1,400 for each Committee meeting attended and $660$700 for each telephonic Committee meeting attended. Committee Chairmen (other than the Audit Committee Chairman) received an additional fee of $5,500.$6,500. The Audit Committee Chairman received an additional fee of $8,800.$9,000. 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.2012, directors2013, Directors also received upon annual election or appointment to the Board restricted stock valued at approximately $41,000 based on the closing market price of Cintas stock on the date preceding the grant and options to purchase Cintas stock valued at approximately $41,000 based on the fair value of these options estimated at the date preceding the grant using a Black-Scholes option-pricing model. The value of the grants is prorated for Directors appointed to the Board in the middle of the year. With the exception of Mr. Barrett, eachEach nonemployee Director was therefore granted 1,421976 shares of restricted stock and an option to purchase 3,943 3,923shares of Cintas stock at an exercise price equal to the closing market price on the date of grant of October 18, 2011. Mr. Barrett was appointed to the Board on December 2, 2011, and was granted 1,190 of restricted stock and an option to purchase 3,332 shares of Cintas stock at an exercise price equal to the closing market price on the date of grant.16, 2012. The restricted stock awards vest 100% after three years from the date of grant. The stock options vest 25% per year, beginning on the first anniversary of the grant.20122013 compensation paid to nonemployee directors: Name Fees Earned
or Paid
in Cash(1)
($) Stock
Awards(2)
($) Option
Awards(2)
($) Total
($) 68,200 41,564 40,314 150,078 32,010 36,117 42,689 110,816 46,035 41,564 40,314 127,913 69,960 41,564 40,314 151,838 74,140 41,564 40,314 156,018 64,020 41,564 40,314 145,898 77,440 41,564 40,314 159,318 Name Gerald S. Adolph 72,465 41,158 40,615 154,238 John F. Barrett 69,595 41,158 40,615 151,368 Melanie W. Barstad 66,215 41,158 40,615 147,988 James J. Johnson 69,595 41,158 40,615 151,368 Joseph Scaminace 69,465 41,158 40,615 151,238 Ronald W. Tysoe 78,545 41,158 40,615 160,318 (1)Represents the amount of cash compensation earned in fiscal 2012 for Board and Committee service. A director may choose to have all or part of his or her compensation deferred in the form of Cintas stock or one-year U.S. treasury bills plus 100 basis points. The Directors who invested in Cintas stock would receive earnings equal to any other shareholder who invested like money at the same time during fiscal 2012. Mr. Adolph, Mr. Barrett, Mr. Johnson, Mr. Phillips and Mr. Tysoe chose to receive all or a portion of their fees in Cintas stock as described above.(1) (2) Table of ContentsMr. Adolph received 951 shares, Mr. Barrett received 829 shares, Mr. Johnson received 1,062 shares, Mr. Phillips received 2,450 shares and Mr. Tysoe received 1,232 shares.(2)The amounts reported for restricted stock and stock options is the aggregate grant date fair value of awards granted during the fiscal year calculated in accordance with the stock-based compensation accounting rules set forth in Financial Accounting Standards Board Accounting Standards Codification Topic 718. For more information on the assumptions used, see Note 11 of the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2012.20122013 are as follows: Name Restricted Stock Outstanding (#) Options Outstanding (#) 7,524 21,296 1,190 3,332 1,421 3,943 5,198 14,620 7,524 24,296 3,577 10,198 6,774 18,296 Name Restricted Stock Outstanding (#) Options Outstanding (#) Gerald S. Adolph 3,861 25,219 John F. Barrett 2,166 7,255 Melanie W. Barstad 2,397 7,866 James J. Johnson 3,861 18,543 Joseph Scaminace 3,861 14,121 Ronald W. Tysoe 3,861 22,219 20, 2012:26, 2013:Name of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of
Class Scott D. Farmer(1) 18,973,378 (5) 15.0 %
First Eagle Investment Management, LLC(2)
16,681,664
(6)
13.2
%
Fiduciary Management, Inc.(3)
9,946,864
(7)
7.9
%
Vanguard Group, Inc.(4)
7,742,801
(8)
6.1
%Name of Beneficial Owner Amount and Nature of Beneficial Ownership 15.5 % 13.9 % 8.5 % 6.8 % 5.7 % The mailing address of Scott D. Farmer is Cintas Corporation, 6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio 45262-5737. The mailing address of First Eagle Investment Management, LLC is 1345 Avenue of the Americas, New York, New York 10105. The mailing address of Fiduciary Management, Inc. is 100 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. The mailing address of Vanguard Group, Inc. is P.O. Box 2600, Valley Forge, Pennsylvania 19482-2600. The mailing address of State Street Corp is One Lincoln Street, Boston, Massachusetts, 02111. As reported on Schedule 13F-HR filed on August 12, 2013, First Eagle Investment Management, LLC has sole voting power over 16,588,345 shares of Cintas common stock and sole dispositive power over 17,094,764 shares of Cintas common stock. As reported on Schedule 13F-HR filed on August 14, 2013, Fiduciary Management, Inc. has sole voting and dispositive power over 10,392,278 shares of Cintas common stock. As reported on Schedule 13F-HR filed on August 13, 2013, Vanguard Group, Inc. has sole voting power over 173,965 shares of Cintas common stock and sole dispositive power over 8,215,941 shares of Cintas common stock. As reported on Schedule 13F-HR filed on August 8, 2013, State Street Corp has sole voting and dispositive power over 7,024,717 shares of Cintas common stock. (1)The mailing address of Scott D. Farmer is Cintas Corporation, 6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio 45262-5737.(2)The mailing address of First Eagle Investment Management, LLC is 1345 Avenue of the Americas, New York, New York 10105.(3)The mailing address of Fiduciary Management, Inc. is 100 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.(4)The mailing address of Vanguard Group, Inc. is P.O. Box 2600, Valley Forge, Pennsylvania 19482-2600.(5)As reported on Schedule 13D/A filed on May 4, 2011 and Form 4 filed on July 31, 2012, Mr. S. D. Farmer has sole voting and dispositive power over 18,973,378 shares of Cintas common stock. This amount includes (a) 673,593 shares of Cintas common stock held directly by Mr. S. D. Farmer and his spouse, of which 73,333 shares are pledged as security, (b) 17,386,387 shares of Cintas common stock held indirectly by Mr. S. D. Farmer through Summer Hill Partners, LLP, (c) 723,669 shares of Cintas common stock held indirectly by Mr. S. D. Farmer through trusts for the benefit of Mr. S. D. Farmer and members of his immediate family over which Mr. S. D. Farmer serves as trustee, (d) 83,880 shares of Cintas common stock held indirectly by Mr. S. D. Farmer through a limited partnership, (e) 4,038 shares of Cintas common stock held indirectly by Mr. S. D. Farmer through his spouse and (f) 1,054 shares of Cintas common stock held indirectly by Mr. S. D. Farmer through an ESOP. While Mr. Farmer may be deemed to have or share voting or dispositive power with respect to shares of Cintas common stock owned by Summer Hill Partners, LLP, he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. This amount also includes 100,750 shares issuable upon the exercise of options within 60 days of August 20, 2012, and 7 shares of Cintas common stock recently granted through an ESOP.(6)As reported on Schedule 13F-HR filed on August 14, 2012, First Eagle Investment Management, LLC has sole voting power over 16,291,245 shares of Cintas common stock and sole dispositive power over 16,681,664 shares of Cintas common stock.(7)As reported on Schedule 13F-HR filed on August 14, 2012, Fiduciary Management, Inc. has sole voting and dispositive power over 9,943,714 shares of Cintas common stock and shared voting and dispositive power over 3,150 shares of Cintas common stock.(8)As reported on Schedule 13F-HR filed on August 13, 2012, Vanguard Group, Inc. has sole voting power over 184,174 shares of Cintas common stock and sole dispositive power over 7,558,627 shares of Cintas common stock.DIRECTORS, DIRECTOR NOMINEES ANDdirector nominee and named executive officer named in the Summary Compensation Table owned on August 20, 2012:26, 2013: Common Stock
Beneficially Owned(1)
Beneficial Owner Position Amount and Nature of
Beneficial Ownership Percent of
Class Scott D. Farmer
53 Chief Executive Officer and Director 18,973,378 (2) 15.0 %
Richard T. Farmer
77
Chairman Emeritus of the Board
299,008
(3)
*
Robert J. Kohlhepp
68
Chairman of the Board
646,813
(4)
*
Gerald S. Adolph
58
Director
18,673
*
John F. Barrett
63
Director
6,440
(5)
*
Melanie W. Barstad
59
Director
1,421
*
James J. Johnson
65
Director
10,090
*
David C. Phillips
74
Director
22,773
(6)
*
Joseph Scaminace
59
Director
5,641
*
Ronald W. Tysoe
59
Director
14,923
*
William C. Gale
60
Senior Vice President and Chief Financial Officer
132,796
*
Thomas E. Frooman
45
Vice President and Secretary – General Counsel
89,822
*
J. Michael Hansen
44
Vice President and Treasurer
28,044
*
J. Phillip Holloman
56
President and Chief Operating Officer
167,352
*
All Directors and Executive Officers as a Group (14 persons)
20,417,174
(7)
16.1
%Position Chief Executive Officer and Director 15.5% Chairman Emeritus of the Board 4.4% Chairman of the Board * Director 23,723 * Director * Director 3,383 * Director 14,721 * Director 9,166 * Director 19,973 * Senior Vice President and Chief Financial Officer 139,635 * Vice President and Secretary – General Counsel 92,022 * Vice President and Treasurer 32,412 * President and Chief Operating Officer 154,551 * All Directors and Executive Officers as a Group (13 persons) 16.5% Included in the amount of Common Stock beneficially owned are the following shares of Common Stock for options exercisable within 60 days: Mr. S. D. Farmer – 61,344 shares; Mr. Adolph – 15,223 shares; Mr. Barrett – 833 shares; Ms. Barstad – 986 shares; Mr. Johnson – 8,547 shares; Mr. Scaminace – 4,613; Mr. Tysoe – 12,223 shares; Mr. Gale – 30,000 shares; Mr. Frooman – 43,653 shares; Mr. Hansen – 13,906 shares and Mr. Holloman – 46,997 shares. See Principal Shareholders on page 35. (1)Included in the amount of Common Stock beneficially owned are the following shares of Common Stock for options exercisable within 60 days: Mr. S. D. Farmer – 100,750 shares; Mr. Adolph – 11,149 shares; Mr. Johnson – 4,892 shares; Mr. Phillips – 14,149 shares; Mr. Scaminace – 2,064; Mr. Tysoe – 8,149 shares; Mr. Gale – 34,500 shares; Mr. Frooman – 47,959 shares; Mr. Hansen – 11,129 shares and Mr. Holloman – 34,471 shares.(2)See Principal Shareholders on page 34.(3)Includes 297,940 shares owned by a corporation and a limited partnership controlled by Mr. Farmer.(4)Includes 80,000 shares held in trust for members of Mr. Kohlhepp's family.(5)Includes 4,950 shares held by a family trust.(6)Includes 3,753 shares held by a family trust.(7)Includes options for 269,212 shares, which are exercisable within 60 days.Includes 5,100,000 shares held indirectly by Mr. S. D. Farmer through Summer Hill Partners II, LLC. Includes 297,940 shares owned by a corporation and a limited partnership controlled by Mr. Farmer. Includes 5,100,000 shares over which Messrs. S. D. Farmer and R. T. Farmer may be deemed to have shared investment power. Such shares are held directly by Summer Hill Partners II, LLC, of which Mr. S. D. Farmer is the sole managing member and the limited liability interests of Summer Hill Partners II, LLC are held in a trust for the benefit of Mr. R. T. Farmer and his spouse. Includes 80,000 shares held in trust for members of Mr. Kohlhepp's family. Includes 4,950 shares held by a family trust. Includes options for 238,325 shares, which are exercisable within 60 days. electedappointed Vice President and Treasurer in June 2010.20122013 all filing requirements were met.met, except that due to an administrative error, Mr. J. Phillip Holloman filed a past due Form 4 related to an exercise of stock options.2012,2013, Cintas was reimbursed $1,673,383$1,771,128 under this arrangement.$3,784,342$5,131,022 for legal services during the fiscal year ended May 31, 2012.2013. Mr. Coletti does not receive any direct compensation from fees paid by Cintas to the firm.$227,155$239,452 for services provided during the fiscal year endingended May 31, 2012.2013. Mr. Joseph does not receive any direct compensation from services provided by Cintas to the company.ONTO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION20132014 Annual Meeting of Shareholders.2011,2012, our shareholders approved, on an advisory basis, the compensation of our named executive officers with a "FOR" vote of 92%. Accordingly, we are asking our shareholders to vote "FOR" the following resolution:willexpects to consider the outcome of the vote when making future compensation decisions for named executive officers.35 on the Proxy Card)2013.2014. If shareholders do not ratify this selection, the Audit Committee intends to continue the employment of Ernst & Young LLP at least through fiscal 2013,2014, as the new fiscal year has already commenced. However, the Audit Committee will take the vote into account in selecting the independent registered public accounting firm for fiscal 2014.2015. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have an opportunity to make a statement, if they desire to do so, and to respond to appropriate questions that may be asked by shareholders.20132014 Shareholders' Meeting must submit their proposals in writing to Cintas at its offices on or before May 9, 2013,12, 2014, and must comply with any and all requirements set forth in Cintas' Bylaws as such may be amended from time to time, in Rule 14a-8 under the Securities Exchange Act of 1934 and in the NASDAQ rules.20132014 Shareholders' Meeting, it must be received prior to July 23, 2013.10-K filings.M49312-P29343 You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. CINTAS CORPORATION *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholders' Meeting to Be Held on October 16, 2012. Meeting Information Meeting Type: Annual Meeting For holders as of: August 20, 2012 Date: October 16, 2012 Time: 10:00 AM EDT Location: Cintas Corporation 6800 Cintas Boulevard Cincinnati, OH 45262 See the reverse side of this notice to obtain proxy materials and voting instructions. CINTAS CORPORATION 6800 CINTAS BOULEVARD P.O. BOX 625737 CINCINNATI, OH 45262-5737 ATTN: JUDY GIRTY
50Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: How To Vote Please Choose One of the Following Voting Methods Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before October 2, 2012 to facilitate timely delivery. How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents for this meeting or future meetings, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. NOTICE AND PROXY STATEMENT ANNUAL REPORT PROXY CARD . XXXX XXXX XXXX . XXXX XXXX XXXX . XXXX XXXX XXXX M49313-P29343 Proxy Materials Available to VIEW or RECEIVE:
51Voting Items 1. Election of Directors 1a. Gerald S. Adolph 1b. John F. Barrett 1c. Melanie W. Barstad 1d. Richard T. Farmer 1e. Scott D. Farmer 1f. James J. Johnson 1g. Robert J. Kohlhepp 1h. Joseph Scaminace 1i. Ronald W. Tysoe The Board of Directors recommends you vote FOR the following: NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 2. Advisory resolution to approve named executive officer compensation. 3. Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2013. The Board of Directors recommends you vote FOR the following proposal: The Board of Directors recommends you vote FOR the following proposal: M49314-P29343M49315-P29343Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: M49450-P29343 ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! For Against Abstain ! ! ! For Against Abstain CINTAS CORPORATION 6800 CINTAS BOULEVARD P.O. BOX 625737 CINCINNATI, OH 45262-5737 ATTN: JUDY GIRTY VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. CINTAS CORPORATION NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 2. Advisory resolution to approve named executive officer compensation. 1. Election of Directors 1a. Gerald S. Adolph 1b. John F. Barrett 1c. Melanie W. Barstad 1d. Richard T. Farmer 1e. Scott D. Farmer 1f. James J. Johnson 1g. Robert J. Kohlhepp 1h. Joseph Scaminace 1i. Ronald W. Tysoe Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 3. Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2013. The Board of Directors recommends you vote FOR the following: ! ! ! The Board of Directors recommends you vote FOR the following proposal: The Board of Directors recommends you vote FOR the following proposal:M49451-P29343 CINTAS CORPORATION PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints ROBERT J. KOHLHEPP, SCOTT D. FARMER and WILLIAM C. GALE, and each or any of them, with full power of substitution, as proxies to vote at the Annual Meeting of Shareholders of Cintas Corporation (the "Company") to be held at Cintas Headquarters, 6800 Cintas Boulevard, Cincinnati, Ohio, on Tuesday, October 16, 2012, at 10:00 A.M. (Eastern Daylight Time), and at any postponement or adjournment thereof, hereby revoking any proxies heretofore given, all shares of common stock of the Company, which the undersigned would be entitled to vote as directed on the reverse side, and, in their discretion, upon such other matters as may come before the meeting or any postponement of adjournment thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Important Notice Regarding the Availability of Proxy Materials for the Shareholders' Meeting to Be Held on October 16, 2012: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. Continued and to be signed on reverse side