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Annual Meeting.
4, 2015 4, 2015 Annual Meeting. 2016. 40. Because Proposal 3 is a "routine" matter, there will be no broker nonvotes on this Proposal. Two Johnson. Audit Fees Audit Related Fees(1) Tax Fees(2) All Other Fees(3) with the assistance of Cintas’ human resources, finance and legal departments, conducted a formal assessment of these compensation programs and policies and determined that they do not create risks that are reasonably likely to have a material adverse effect on Cintas. Among the areas the Compensation Committee considered in determining that Cintas’ compensation programs and policies do not pose a material risk to Cintas included Cintas': compensation philosophy; compensation plan design (balanced pay mix, weightings of measures, performance targets and annual and long-term incentives); and compensation plan governance and oversight (selection of performance targets, stock ownership requirements, claw-back policy, and hedging policy). Compensation." 2015 incentives, long-term compensation and other compensation. Our analysis shows that our named executive officers' target compensation is our market analysis. in the following pages. The following are the fiscal $802,400. For fiscal The following table sets forth the annual cash incentive targets and performance criteria that were reviewed and approved by the Committee: Long-Term Equity Incentives did not receive any equity awards for fiscal 2015. influence the setting of targets are level of responsibility, market compensation below: units and Mr. Holloman's non-qualified stock option opportunity in time-based restricted stock. and Restricted Stock Units Mr. Kohlhepp and Mr. Gale were not eligible for any equity awards. In addition, on August 4, 2015, Mr. S. D. Farmer was awarded 13,918 restricted stock units that will settle in cash on July 28, 2017, which grant was made in connection with the correction of the amount of Mr. S. D. Farmer's 2014 time-based restricted stock grant. Stock Ownership Guidelines Currently, all continuing named executive officers are in compliance with their ownership requirements. the Code, Cintas cannot guarantee that such compensation will so qualify or ultimately will be deductible. 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 directors. Gerald S. Adolph John F. Barrett Melanie W. Barstad James J. Johnson David C. Phillips Joseph Scaminace Ronald W. Tysoe compliance with this anti-hedging policy. Gerald S. Adolph John F. Barrett Melanie W. Barstad James J. Johnson David C. Phillips Joseph Scaminace Ronald W. Tysoe - 8,627. The holders do not have voting or investment power over these phantom stock units. 2010, a position that he held through January 31, 2015, when he was then appointed to Vice President - Finance and Chief Financial Officer after the retirement of Mr. Gale. He is responsible for finance and accounting. companies. 21, 2016.Time: 10:00 a.m., Eastern Daylight Time
Date:
October 16, 201214, 2015
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.
To ratify Ernst & Young LLP as our independent registered public accounting firm for fiscal 2013;2016; and
4.
To conduct other business if properly raised.20, 2012,17, 2015, 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.and Secretary –and General Counsel6, 2012Important Notice Regarding the Availability of4, 2015Proxy Materials for the Shareholder Meeting To Be Held on October 16, 2012The Notice, 2012 Proxy Statement, 2012 Annual Report andTABLE OF CONTENTS Page GENERAL INFORMATION1 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
QUESTIONS? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .click on the "Financial Reports" tab at the right under the "Company and Careers – Investors" page.select About Us - Investors - Financial Reports. Copies of Cintas' Annual Report on Form 10-K for the fiscal year ended May 31, 2012,2015, including financial statements and schedules thereto, filed with the SEC, are also available without charge to shareholders upon written request addressed to:and Secretary –and General CounselSTATEMENT or, "Cintas" or "the Company"), of proxies to be used at the annual meetingAnnual Meeting of shareholders of Cintas to be held on October 16, 2012,14, 2015, 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, 2012,17, 2015, may vote at the meeting.Annual Meeting. As of that date, Cintas had 126,680,890112,442,204 shares of common stock outstanding.outstanding, including 1,880,630 outstanding shares of restricted stock. Each share is entitled to one vote on each matter submitted to the shareholders at the Annual Meeting.meetingAnnual Meeting or by proxy. You may also vote by Internet or telephone using one of the methods described in the proxy card. We recommend you vote by proxy, Internet or telephone even if you plan to attend the meeting.Annual Meeting. If you vote by Internet or telephone, please do not return the proxy card. If voting by mail, please complete, sign and date your proxy card enclosed with these proxy materials. If desired, you can change your vote at the meeting.meetingAnnual Meeting in the manner you direct. You may vote for all, some or none of our director nominees. You may also vote for or against the other proposals or abstain from voting.2013.39.meeting,Annual Meeting, we must have a quorum. This means at least a majority of the outstanding shares eligible to vote must be represented at the meeting,Annual Meeting, either by proxy or in person.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 or 2, and abstentions will have no effect on Proposal 3.annual meeting,Annual Meeting, with each director to serve until such director's successor is elected and qualified or until such director's earlier resignation or removal. In voting to elect directors, shareholders are not entitled to cumulate their votes. Pursuant to Cintas' retirement policy, David C. Phillips will be retiring immediately following the Annual Meeting.Company and CareersAbout Us – 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, 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 PresidentPrincipal with PWC Strategy& (formerly Booz & Company,Company), 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 1994 to 1997. The Board believes that Mr. Adolph's consulting experience, giving him insight into various corporate governance and business management issues, as well as his status as an independent director, make his service on the Board integral to Cintas.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. She has earned the National Association of Corporate Directors Board Leadership Fellow credentials. 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 theThe 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.corporationCompany is placed in the hands of the directors who, in turn, elect officers to manage the business operations. The Board oversees the management of Cintas on your behalf. It reviews Cintas' long-term strategic plans and exercises direct decision making authority in all major decisions, such as significant acquisitions, deconsolidations and the declaration of dividends. The Board also reviews financial and internal controls and management succession plans.2012,2015, the Board met on four occasions. In addition, the independent directors met in executive session on four occasions during fiscal 20122015 without the presence of management directors. The Lead Director presided over each session.of the then presiding directors attended the 20112014 Annual Meeting of Shareholders. Each of Cintas' directors attended all meetings of the Board and committees of which they were a member during fiscal 2012.2015.Company and Careers – Investors – Corporate Governance.About Us. Cintas intends to post on its website within four business days after approval any amendments or waivers to the Code of Conduct and Business Ethics.Directorsdirectors 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.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 2012,2015, but took several actions in writing.David C. PhillipsJoseph Scaminace as the Lead Director.leadershipmanagement 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.meets quarterly.has scheduled quarterly meetings, which may or may not take place depending on the current needs. At its meetings, the risk committee discusses risks to Cintas' business (operational, financial and legal), the potential impact to the business and the probability of occurrence in order to determine the best solution and identify the need for resource allocation. This process includes evaluating management's preparedness to respond to the risk if realized.ERM and is attended by the Chairman of the Board.ERM. The risk profiles and current and future mitigating actions are discussed and refined during subsequent meetings with senior management the CEO and the Chairman.CEO. Thereafter, the risk committee presents a comprehensive report to the Board in an interactive session during which the Board has the opportunity to further discuss the risk committee's assessments and conclusions.Company and CareersAbout Us – Investors – Corporate Governance.David C. PhillipsJoseph Scaminace (Chairman), Gerald S. Adolph, John F. Barrett, Melanie W. Barstad, James J. Johnson Joseph Scaminace and Ronald W. Tysoe.ThreeCompany and CareersAbout Us – Investors – Corporate Governance. Ronald W. Tysoe and 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.Ten (SevenEight (four of which were telephonic meetings.)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 Standard No. 16; 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 (j) examined the Audit Committee Charter to determine compliance by Cintas and the Audit Committee with its provisions and to determine whether any revisions to the Charter were advisable. An updated Cintas Audit Committee Charter was approved at the January 12, 2015 Audit Committee Meeting. Only minor wording changes to the Charter were made. (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. and David C. Phillips20122015 financial statements.20122015 and fiscal 20112014 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 2015 Fiscal 2014 Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,071,650 $ 966,200 $ 59,500 $ 59,956 $ 398,501 $ 433,192 $ — $ 20,097 Audit related fees include review of benefit plan audits. Tax fees consist of assistance with international tax compliance, review of U.S. tax returns and consultation on business transactions. All other fees consist of information technology related services. Company and CareersAbout Us – Investors – Corporate Governance. In discharging the responsibilities of the Board relating to compensation of Cintas' CEO and other senior executive officers, the purposes of the Compensation Committee are, among others, (i) to review and approve the compensation of Cintas' CEO and other senior executive officers, (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. In fiscal 2012,2015, 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. Duringfiscal year ended May 31, 2012,compensation programs and policies that apply to all Cintas engaged outside compensation consultantsemployee-partners to assist with executive compensation performance metrics. This information was presenteddetermine whether such programs and policies are reasonably likely to have a material adverse effect on Cintas. As part of the Compensation Committee’s on-going process, the Compensation Committee, for their review.Compensation".2012.theCintas' named executive officers, as set forth in the Fiscal 20122015 Summary Compensation Table ofand other executive compensation tables and narratives contained in this proxy statement (collectively, the named executive officers).statement. It also discusses the principles underlying our policies and decisions.Name Title Scott D. Farmer Chief Executive Officer J. Phillip Holloman President and Chief Operating Officer J. Michael Hansen Thomas E. Frooman Senior Vice President, Secretary and General Counsel Robert J. Kohlhepp Chairman of the Board Name Title William C. Gale Former Senior Vice President and Chief Financial Officer 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 Compensation Committee.ExecutiveManagement Incentive Plan for fiscal 20122015 applies to all of our executive officers.officers, except for Mr. Kohlhepp who does not participate in the Management Incentive Plan. 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 our Vice President - Finance and Chief Financial Officer, Mr. J. Michael 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' 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.).survey data by revenue size. The Committee benchmarksevaluates 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.2011,2014, and at various meetings held during the remainder of fiscal 2012,2015, the Board reviewed the results of our 20112014 "say-on-pay" and "say-on-frequency"vote, where over 98% of the votes the results of which were we received over 92% approvalcast approved 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 20112014 say-on-pay results, the Compensation Committee decided to generally continue to apply the same philosophy, compensation objectives and governing principles as it used for fiscal 20112014 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 20122015 program specifically in response to the 20112014 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.20122015 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(or restricted stock units) and/or restricted stockEncourages, under the terms of Cintas' equity plan, 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 below.2012
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 840,474 3.0% 340,000 17.9% Thomas E. Frooman 485,000 4.1% J. Phillip Holloman 625,210 3.0% Robert J. Kohlhepp 408,434 0.0% 512,940 3.0% 20122015 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.20132016 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.2012,2015, 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 20122015 is comprised of the financial objectives of fiscal 20122015 Cintas EPS, fiscal 20122015 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 2012.2015. The EPS goals for all participants were identical. The percentage of the target annual cash incentive related to the fiscal 20122015 Cintas EPS, the growth of fiscal 20122015 sales and the non-financial goals relating to safety, employee diversity, global expansion, safety, capital expendituresgrowth metrics and inventorysoftware implementation, were 37.5%, 37.5% and 25%, respectively. The ExecutiveManagement 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.$546,315. Based upon the overall achievement of these objectives, Mr. S. D. Farmer could earn from 0% up to a maximum of 200% of the target annual cash incentive.ExecutiveManagement 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
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 <$2.93 0 % Threshold $2.93 25 % Target $3.15 100 % Maximum $3.47 200 %
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 <4.5% 0 % Threshold 4.5% 25 % Target 6.0% 100 % Maximum 9.0% 200 % Individual Performance Component Level of Achievement
Cash
PayoutDoes Not Meet Goals 0 % Meets Most Goals 50 % Meets Goals 100 % Exceeds Goals150%Outstanding Achievement200%20122015 table outlines estimated possible payouts under this non-equity incentive plan award. Based on Cintas' EPS and sales growth for fiscal 2012,2015, Mr. S. D. Farmer received an annual cash incentive award of $523,930.$665,821. Fiscal 20122015 EPS used in the incentive plan calculations, which is an adjusted figure and not the Company's reported diluted EPS, was $2.27$3.47 per diluted shareshare. The adjusted figure excludes the impacts of the deconsolidated and divested Document Management businesses. Sales growth for fiscal 2012 sales growth2015, which is an adjusted figure that excludes the impacts of the Document Management businesses, was 7.7%6.75%. Mr. S. D. Farmer received $123,641$136,579 based on the performance of the non-financial goals outlined above. His individual performance level was "Meets Goals".Goals." Mr. S. D. Farmer's total fiscal 20122015 annual cash incentive award was $647,571.2012,2015, the Committee approved a total compensation plan for Mr. Holloman. The aggregate amount of Mr. Holloman's annual cash incentive for fiscal 20122015 is comprised of the financial objectives of fiscal 20122015 Cintas EPS, fiscal 20122015 sales growth for operations within his responsibility, fiscal 2012 net2015 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 2012.2015. The percentage of the target annual cash incentive related to fiscal 20122015 Cintas EPS, the growth of fiscal 20122015 sales for operations within his responsibility, the growth of fiscal 2012 net2015 income growth for operations within Mr. Holloman's responsibility and the non-financial goals relating to safety, employee diversity, safety, capital expenditures, accounts receivables,cross selling and inventory management are 30%, 30%, 15% and 25%, respectively. The ExecutiveManagement 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.$376,672. Based upon the overall achievement of these objectives, Mr. Holloman could earn from 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 <$2.93 0 % Threshold $2.93 50 % Target $3.15 100 % Maximum $3.47 200 %
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 <10.0% 0 % Threshold 10.0% 50 % Target 11.5% 100 % Maximum 14.5% 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 <11.3% 0 % Threshold 11.3% 50 % Target 11.8% 100 % Maximum 13.8% 200 % Individual Performance Component Level of Achievement Does Not Meet Goals 0 % Meets Most Goals 50 % Meets Goals 100 % Exceeds Goals150%Outstanding Achievement200%20122015 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 20122015 and net income growth for operations within his responsibility for fiscal 2012,2015, Mr. Holloman received an annual cash incentive award of $259,923$377,612 for these components. Mr. Holloman received $82,150$94,168 based on the performance of the non-financial goals outlined above. His individual performance level was "Meets Goals".Goals." Mr. Holloman's total fiscal 20122015 annual cash incentive award was $342,073.$471,780.Table of Contents2012,2015, the Committee approved total compensation plans for Mr. Gale,Hansen, Mr. Frooman and Mr. Hansen.Gale. As Chairman of the Board, Mr. Kohlhepp does not participate in the annual cash incentive plan. The aggregate amount of annual cash incentive for fiscal 20122015 for Mr. Gale,Hansen, Mr. Frooman and Mr. HansenGale 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). Annual cash incentive compensation for Mr. Hansen and Mr. Gale was pro-rated during fiscal 2015 due to the retirement of Mr. Gale and the promotion of Mr. Hansen. Based upon overall performance, the eligible named executive officers could earn from 0% up to a maximum of 200% of the annual cash incentive target.
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 $116,600 50% 50% Thomas E. Frooman $227,900 50% 50% $208,000 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 <$2.93 0 % Threshold $2.93 50 % Target $3.15 100 % Maximum $3.47 200 % Individual Performance Component Level of Achievement Does Not Meet Goals 0 % Meets Most Goals 50 % Meets Goals 100 % Exceeds Goals 150 % Outstanding Achievement 200 % 20122015 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 20122015 as reflected in the Fiscal 20122015 Summary Compensation Table are as follows: Mr. GaleHansen earned a fiscal 20122015 annual cash incentive award of $353,470.$159,888, which was adjusted mid-way through the fiscal year due to his promotion to Vice President - Finance and Chief Financial Officer as a result of Mr. Gale's retirement. Mr. Hansen's individual performance level was "Exceeds Goals" and Cintas' EPS was "Maximum." Mr. Frooman earned a fiscal 2015 annual cash incentive award of $398,825. His individual performance level was "Exceeds Goals" and Cintas' EPS was "Maximum"."Maximum." Mr. FroomanGale earned a fiscal 20122015 annual cash incentive award of $332,659.$277,333, which was pro-rated for eight of the twelve monthsin between "Meets Goals" and "Exceeds Goals""Outstanding Achievement" 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 "Maximum"."Maximum."ExecutiveManagement 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, thegrowth, andgrowth. After the non-qualified stock option award is calculated, the Committee determined the form of payout, which for fiscal 2015 was restricted stock units for 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, theFarmer.responsibility, and Mr. Holloman receives 100%responsibility. After the non-qualified stock option award is calculated, the Committee determined the form of his award value inpayout, which for fiscal 2015 was restricted stock because he is over the age of 55.Under the Executive Incentive Plan, thefor Mr. Holloman.Gale,Hansen and Mr. Frooman and Mr. Hansen is based on a target level of Cintas' EPS and individual achievement. Mr. Frooman and Mr. Hansen receive 75% of their award value paid in stock options and 25% of their award value paid in restricted stock whileas determined by the Committe. Mr. Kohlhepp does not participate in this program, and due to his retirement, Mr. Gale receives 100% of his award in restricted stock because he is over the age of 55.
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 <$2.93 0 % Threshold $2.93 50 % Target $3.15 100 % Maximum $3.47 200 % iswas considered by the Committee on a basis identical to the table shown previously under the Annual Cash Incentives section. Both the sales growth and net income components for Mr. Holloman arewere considered by the Committee on a basis 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 2012:Individual Performance Component Level of AchievementEquity Award %Does Not Meet Goals0%Meets Most Goals50%Meets Goals100%Exceeds Goals150%Outstanding Achievement200%For fiscal 2012, theThe Committee determined that equity awards made under the Executive Incentive Plan would be based on an established target for Mr. Gale, Mr. FroomanHansen and Mr. Hansen.Frooman. 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.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 % 23, 2012,20, 2015, Mr. S. D. Farmer wasHansen and Mr. Frooman were awarded 136,09315,750 and 29,050 non-qualified stock options, respectively, under Section 6 of the 2005 Equity Compensation Plan based on Cintas' fiscal 2012 EPS and sales growth. On July 18, 2012, Mr. Frooman and Mr. Hansen were awarded 26,975 and 9,625 non-qualified stock options, respectively, based on Cintas' fiscal 20122015 EPS and their individual performance level, as outlined under the Annual Cash Incentives section. InMr. S. D. Farmer and Mr. Holloman's awards were also denominated in opportunities to earn both non-qualified stock options and restricted stock, but in accordance with the 2005 Equity Compensation Plan stock options are not granted to individuals age 55 or older, but instead, any stock option awardsand with consideration that would have been awarded are awarded as shares of restricted stock. As Mr. GaleS. D. Farmer and Mr. Holloman are over the age of 55, they did not receive anythe Committee determined to settle Mr. S. D. Farmer's non-qualified stock options, but received shares ofoption opportunity in time-based restricted stock instead.July 23, 2012,August 4, 2015, Mr. S. D. Farmer was awarded 49,03351,742 shares of restricted stock basedunder Section 8 of the 2005 Equity Compensation Plan and 51,133 restricted stock units under Section 10 of the 2005 Equity Compensation Plan. These shares and units were awarded as Mr. S. D. Farmer's long-term equity award. Also on Cintas' fiscal 2012 EPS and sales growth. On July 18, 2012,August 4, 2015, Mr. Holloman was awarded 27,59734,976 shares of restricted stock based on Cintas' fiscal 2012 EPS, fiscal 2012 sales for operations withinunder Section 8 of the 2005 Equity Compensation Plan as his responsibility and fiscal 2012 net income for operations with his responsibilitylong-term equity award. On July 20, 2015, Mr. Hansen and Mr. Gale, Mr. Frooman and Mr. Hansen were awarded 29,692, 8,9375,308 and 3,15012,250 shares of restricted stock, respectively, under Section 8 of the 2005 Equity Compensation Plan based on Cintas' fiscal 20122015 EPS and their individual performance level, as outlined under the Annual Cash Incentives section.vestsand restricted stock units generally vest three years from the date of grant.20122015 table of this proxy statement, and its accompanying narrative and footnotes.20122015 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 Senior Vice President, Secretary, and Secretary, General Counsel3x Chairman of the Board Vice President and Treasurer2x6x (iv)(v) stock obtained through stock option exercise. Failure to meet or to show sustained progress toward meeting the ownership requirements may result in a reduction in future annual and/or long-term cash incentive payouts in the form of stock. Exceptions to these stock ownership requirements may be made at the discretion of the Compensation Committee if compliance would create a severe hardship.allthis tax deduction is only one of several relevant considerations in setting compensation. As a result, the Compensation Committee may approve compensation paidthat in certain cases is not deductible for federal income tax purposes. Moreover, even if the Compensation Committee intends to the named executive officersgrant compensation that qualifies as performance-based compensation for fiscal year 2012 is properly deductible underpurposes of Section 162(m).the NASDAQ Stock Market as contemplated by Section 10D of the Securities Exchange Act of 1934 and any other applicable law and shall otherwise be interpreted in the best business judgment of the Committee.OfficerOfficers, and our three other most highly compensated executive officers during fiscal 2012, 20112015, 2014 and 2010.2013. 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 2015 840,474 — 4,116,782 — 802,400 332,640 6,092,296 Chief Executive Officer 2014 815,994 — 3,082,864 — 657,360 144,666 4,700,884 and Director 2013 792,227 — 1,280,475 887,586 346,234 156,907 3,463,429 J. Michael Hansen 2015 340,000 — 198,298 160,649 159,888 49,278 908,113 Vice President - Finance 2014 288,480 — 88,128 70,290 152,894 30,087 629,879 and Chief Financial Officer 2013 280,078 — 73,332 51,713 88,628 26,877 520,628 Thomas E. Frooman 2015 485,000 — 457,660 289,866 398,825 70,638 1,701,989 Senior Vice President, 2014 466,000 — 342,720 212,148 383,985 40,572 1,445,425 Secretary and General Counsel 2013 445,287 — 217,030 156,080 251,956 38,807 1,109,160 J. Phillip Holloman 2015 625,210 — 1,710,798 — 471,780 155,273 2,963,061 President and Chief 2014 607,000 — 1,281,136 — 420,921 80,080 2,389,137 Operating Officer 2013 590,000 — 1,095,351 — 270,557 83,460 2,039,368 Robert J. Kohlhepp 2015 408,434 — — — — 46,420 454,854 Chairman of the Board 2014 408,434 — — — — 45,235 453,669 and Director 2013 408,434 — — — — 49,144 457,578 William C. Gale 2015 512,940 — — — 277,333 145,223 935,496 Former Senior Vice 2014 498,000 — 830,704 — 374,710 76,074 1,779,488 President and Chief Financial Officer 2013 482,986 — 669,518 — 224,838 57,469 1,434,811 (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 $8,437 for Mr. Hansen. All other compensation for fiscal 2012 also includes financial planning fees for Mr. S. D. Farmer and personal use of Cintas' aircraft by Mr. S. D. Farmer.(1) No discretionary cash bonuses were paid to any named executive officer during fiscal 2015, 2014 or 2013. A discretionary cash bonus is a cash payment made outside of the Management Incentive Plan and determined at the discretion of the Compensation Committee. (2) The amounts reported for restricted stock, restricted stock units and stock options are the aggregate grant date fair values of awards granted during the fiscal year calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718). For more information on the assumptions used for these awards, see Note 12 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended May 31, 2015. (3) Reflects the annual cash incentive awards to the named executive officers under the Management Incentive Plan discussed in further detail beginning on page 17. (4) 2012:2015: Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards Estimated Possible Payouts Under
Equity Incentive Plan Awards Name Grant
Date Threshold
($) 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 8/15/2014 0 546,315 1,092,630 0 31,467 62,934 2,057,312 0 31,500 63,000 2,059,470 8/15/2014 0 91,365 182,730 0 9,200 18,400 65.38 160,649 0 3,033 6,066 198,298 8/15/2014 0 227,900 455,800 0 16,600 33,200 65.38 289,866 0 7,000 14,000 457,660 8/15/2014 0 376,672 753,344 0 13,067 26,134 854,320 0 13,100 26,200 856,478 — — — — — — — — — 8/15/2014 0 208,000 416,000 — — — — (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 for EPS can decrease to 0% or increase up to 200%. For other performance goals this amount can decrease to 0% but not exceed the targeted amount, depending on the extent to which these goals are achieved. Restricted stock and restricted stock units are granted pursuant to the terms and conditions of the 2005 Equity Compensation Plan. (2) Mr. Hansen, Mr. Frooman and Mr. Gale 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 are 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 for EPS can decrease to 0% or increase up to 200%. For other performance goals this amount can decrease to 0% but not exceed the targeted amount, depending on the extent to which these goals are achieved. Restricted stock is granted pursuant to the terms and conditions of the 2005 Equity Compensation Plan. Mr. Kohlhepp was not eligible for the long-term equity incentive plan for fiscal 2015 due to his position with Cintas. Mr. Gale was not eligible for the long-term equity incentive plan for fiscal 2015 due to his retirement. (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.Stock option portion of the fiscal 2015 equity opportunity. This portion was originally denominated in options, and in accordance with the 2005 Equity Compensation Plan and with consideration that Mr. S. D. Farmer and Mr. Holloman are over the age of 55, the Committee determined to settle Mr. S. D. Farmer's portion in restricted stock units and Mr. Holloman's portion in restricted shares. Restricted shares and restricted stock units vest after three years and are settled in shares. Stock option portion of the fiscal 2015 equity opportunity. Stock options vest at a rate of 33% per year, beginning on the third anniversary of the date of grant and ending on the fifth anniversary of the date of grant. Restricted stock portion of the fiscal 2015 equity opportunity, actual grants under which will vest three years from the date of actual grant. This portion was denominated in and settled in restricted shares. The exercise price of the option is equal to the closing stock price on the date of actual grant. (9) Amounts shown in this column represent the grant date fair value of stock and option awards calculated in accordance with ASC 718. The fair value of stock awards was determined by using the stock price on the date of the grant. The fair value of option awards was determined using the Black-Scholes model. (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.2012:2015: 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 Scott D. Farmer 7/24/2006 — 3,000 35.99 7/24/2016 7/23/2007 3,000 3,000 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 13,588 7,001 26.23 7/26/2020 7/21/2011 31,174 63,293 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 257,403 22,159,824 J. Michael Hansen 7/17/2006 — 308 36.08 7/17/2016 7/03/2007 — 616 39.84 7/03/2017 7/17/2008 2,420 — 27.30 7/17/2018 7/17/2009 1,540 — 22.61 7/17/2019 7/22/2010 1,761 908 25.88 7/22/2020 7/30/2010 3,300 1,700 26.46 7/30/2020 7/21/2011 2,722 5,528 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 7/17/2014 — 11,000 63.45 7/17/2024 1/30/2015 — 16,000 78.70 1/30/2025 7/20/2015 — 15,750 86.10 7/20/2025 19,708 1,696,662 Thomas E. Frooman 7/17/2006 — 1,500 36.08 7/17/2016 7/03/2007 — 2,630 39.84 7/03/2017 7/17/2008 8,000 — 27.30 7/17/2018 7/17/2009 5,650 — 22.61 7/17/2019 7/22/2010 7,590 3,910 25.88 7/22/2020 7/21/2011 6,633 13,467 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 7/17/2014 — 29,050 63.45 7/17/2024 7/20/2015 — 29,050 86.10 7/20/2025 40,006 3,444,117 J. Phillip Holloman 7/17/2006 5,650 — 36.08 7/17/2016 7/03/2007 5,625 1,875 39.84 7/03/2017 1/31/2008 15,000 10,000 32.82 1/31/2018 7/22/2010 9,059 4,667 25.88 7/22/2020 110,674 9,527,925 Robert J. Kohlhepp — — — — — — — William C. Gale — — — — — 77,425 6,665,518 (1) Mr. Kohlhepp and Mr. Gale had no unexercised stock options as of May 31, 2015. Additionally, Mr. Kohlhepp had no unvested stock awards as of May 31, 2015. (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: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:(3) Restricted stock and restricted stock unit awards generally vest three years from the date of grant. The following table indicates the dates when the shares of restricted stock or restricted stock units held by each named executive officer, excluding Mr. Kohlhepp who has no restricted stock, 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 J. Michael Hansen Thomas E. Frooman J. Phillip Holloman 7/18/2015 — 3,150 8,937 27,597 29,692 7/23/2015 49,033 — — — — 7/17/2016 — 2,150 6,569 16,665 18,041 7/29/2016 26,830 — — — — 7/17/2017 — 3,600 12,250 31,436 29,692 7/28/2017 78,665 — — — — 1/30/2018 — 5,500 — — — 7/20/2018 — 5,308 12,250 — — 8/4/2018 102,875 — — 34,976 — (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 2003.20122015 and the value of any restricted stock awards that vested in fiscal 2012:2015: 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 21,000 594,750 35,596 2,269,957 J. Michael Hansen 2,656 85,550 2,700 172,179 Thomas E. Frooman 17,445 480,714 6,750 430,448 J. Phillip Holloman 26,000 1,064,190 27,702 1,766,557 Robert J. Kohlhepp — — — — William C. Gale 15,000 455,025 20,650 1,316,851 (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. (1)Calculated by multiplying the closing price on the date of vesting times the number of shares.20122015 and the aggregate balance of the accounts as of May 31, 2012:2015: 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 880,813 94,246 2,488,520 J. Michael Hansen 50,936 25,513 413,442 Thomas E. Frooman 86,862 6,618 113,767 J. Phillip Holloman 229,124 66,515 822,188 Robert J. Kohlhepp — 48,594 1,529,126 William C. Gale — — — (1) (2) (3) Include executive contributions previously reported in the Deferred Compensation Plan tables for prior years as follows: $1,219,236 for Mr. S. D. Farmer, $144,707 for Mr. Hansen, $91,948 for Mr. Frooman, $374,732 for Mr. Holloman and $1,136,635 for Mr. Kohlhepp. (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.•20122015 Year-End table;••20122015 table.In the event of the retirement of•••20122015 table.$44,000$55,000 cash annual retainer, payable quarterly, plus an additional $3,025$3,750 for each meeting attended. Directors received $1,513$1,875 for each telephonic meeting attended. Committee members also received $1,320$1,650 for each committee meeting attended and $825 for each telephonic committee meeting attended. The Nominating and Corporate Governance Committee Chairmen, Audit Committee Chairman and Compensation Committee Chairman received an additional fee of $15,000, $12,000 and $9,000, respectively. Prior to October 2014, the following nonemployee director compensation amounts were effective: Director's received a $46,000 cash annual retainer, payable quarterly, plus an additional $3,150 for each meeting attended. Directors received $1,575 for each telephonic meeting attended. Committee members also received $1,400 for each Committee meeting attended and $660$700 for each telephonic Committeecommittee 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 Committeecommittee meetings. Directors who are employees of Cintas are not separately compensated for serving as Directors.2012,2015, directors also received upon annual election or appointment to the Board restricted stock valued at approximately $41,000$50,000 based on the closing market price of Cintas common stock on the date precedingof the grant and options to purchase Cintas common stock valued at approximately $41,000$50,000 based on the fair value of these options estimated at the date precedingof the grant using a Black-Scholes option-pricing model. The value of the grants is prorated for Directorsdirectors appointed to the Board in the middle of the year. With the exception of Mr. Barrett, eachEach nonemployee Directordirector was therefore granted 1,421703 shares of restricted stock and an option to purchase 3,9432,554 shares of Cintas common stock at an exercise price equal to the closing market price on the date of grant of October 18, 2011. Mr. Barrett was appointed to the Board on December 2, 2011, and was granted 1,190 of21, 2014. Beginning in fiscal 2015, both restricted stock awards and an option to purchase 3,332 shares of Cintas stock at an exercise price equal to the closing market price onoptions vest 100% after one year from the date of the grant. ThePrior to fiscal 2015, restricted stock awards vest 100% after three years from the date of grant. Thegrant, and stock options vest 25% per year, beginning on the first anniversary of the grant.Director,director, but in no case later than the first month after the Directordirector leaves the Board.20122015 compensation paid to nonemployee directors: Name Fees Earned
or Paid
in Cash(1)
($) 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 83,275 50,033 50,007 183,315 John F. Barrett 79,600 50,033 50,007 179,640 Melanie W. Barstad 74,900 50,033 50,007 174,940 James J. Johnson 79,775 50,033 50,007 179,815 Joseph Scaminace 87,775 50,033 50,007 187,815 Ronald W. Tysoe 91,025 50,033 50,007 191,065 (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(1) receive earnings equalcreate a severe hardship.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 alltransaction, such as a zero-cost collar or a portion of their feesforward sale contract, that is designed to hedge or offset any decrease in Cintas stock as described above.Mr. 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 fairmarket value of awards granted during the fiscal year calculatedCintas securities. Our Insider Trading Policy also prohibits our directors from participating in accordanceshort sales of Cintas securities and from participating in a transaction involving options, such as puts, calls or other derivative securities, involving Cintas securities, unless approved in advance by our Chief Executive Officer in connection with the stock-based compensation accounting rules set fortha planned retirement from Cintas. Currently, all directors are 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 2012.20122015 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 Gerald S. Adolph 2,495 30,784 John F. Barrett 2,495 12,820 Melanie W. Barstad 2,495 13,431 James J. Johnson 2,495 24,108 Joseph Scaminace 2,495 19,686 Ronald W. Tysoe 2,495 16,496 20, 2012:17, 2015: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 Percent of
Class16.9 % 8.4 % 7.8 % (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,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 Vanguard Group, Inc. is P.O. Box 2600 V26, Valley Forge, Pennsylvania 19482-2600. The mailing address of First Eagle Investment Management, LLC is 1345 Avenue of the Americas, New York, New York 10105. Mr. S. D. Farmer has sole voting and dispositive power over 18,999,509 shares of Cintas common stock. This amount includes (a) 811,897 shares of Cintas common stock held directly by Mr. S. D. Farmer and his spouse, of which 31,429 shares are pledged as security, (b) 9,376,387 shares of Cintas common stock held indirectly by Mr. S. D. Farmer through Summer Hill Partners, LLLP, 3,912,800 shares held by Summer Hill Partners II, LLC and 3,947,200 shares held by Summer Hill Partners III, LLC, (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 and (e) 1,122 shares of Cintas common stock held indirectly by Mr. S. D. Farmer through an ESOP. 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.S.D. Farmer may be deemed to have or share voting or dispositive power with respect to shares of Cintas common stock owned by Summer Hill Partners, LLP,LLLP, Summer Hill Partners II, LLC and Summer Hill Partners III, LLC, he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. ThisIn addition to the amounts noted above, the total amount also includes 100,750142,551 shares issuable upon the exercise of options within 60 days of August 20, 2012,17, 2015, and 73 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.As reported on Schedule 13F-HR filed on August 13, 2015, Vanguard Group, Inc. has sole voting power over 161,454 shares of Cintas common stock and sole dispositive power over 9,280,113 shares of Cintas common stock. As reported on Schedule 13F-HR/A filed on August 12, 2015, First Eagle Investment Management, LLC has sole voting power over 8,507,978 shares of Cintas common stock and sole dispositive power over 8,822,843 shares of Cintas common stock. DIRECTORS, DIRECTOR NOMINEES ANDdirector nominee and named executive officer named in the Summary Compensation Table owned on August 20, 2012:17, 2015: 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 16.9% Chairman Emeritus of the Board 3.7% Chairman of the Board 227,809 * Director 34,022 * Director * Director 10,566 * Director 25,020 * Director 44,282 * Director 16,481 * Vice President - Finance and Chief Financial Officer 51,621 * Senior Vice President, Secretary and General Counsel 105,240 * President and Chief Operating Officer 167,812 * Former Senior Vice President and Chief Financial Officer 81,623 * All Directors and Executive Officers as a Group (12 persons) 17.7% (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 – 142,551 shares; Mr. Adolph – 24,003 shares; Mr. Barrett – 6,191 shares; Ms. Barstad – 6,650 shares; Mr. Johnson – 17,327 shares; Mr. Scaminace – 38,210 shares; Mr. Tysoe – 9,715 shares; Mr. Hansen – 18,989 shares; Mr. Frooman – 39,407 shares; and Mr. Holloman – 41,876 shares. See Principal Shareholders on page 35. Includes 3,912,800 and 3,947,200 shares held indirectly by Mr. S. D. Farmer through Summer Hill Partners II, LLC and Summer Hill Partners III, LLC, respectively. Includes 3,947,200 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 III, LLC, of which Mr. S. D. Farmer is the sole managing member and the limited liability interests of Summer Hill Partners III, LLC are held in a trust for the benefit of Mr. R. T. Farmer and his spouse. Includes 4,950 shares held by a family trust. Includes options for 344,919 shares, which are exercisable within 60 days. sharesDirectors have been credited with the following number of Common Stock for options exercisable within 60 days: Mr. S. D. Farmer – 100,750 shares;phantom stock units as of August 17, 2015: Mr. Adolph – 11,149 shares;- 8,409; Mr. Barrett - 5,418; Mr. Johnson – 4,892 shares; Mr. Phillips – 14,149 shares; Mr. Scaminace – 2,064;- 5,103; and 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.William C. Gale joined Cintas in April 1995 as Vice President – Finance and Chief Financial Officer. He was appointed Senior Vice President in July 2003. He is responsible for finance, accounting and administration.Thomas E. Frooman joined Cintas in December 2001 as Vice President and Secretary – General Counsel.electedappointed Vice President and Treasurer in June 2010.20122015 all filing requirements were met.2012,2015, Cintas was reimbursed $1,673,383$1,589,344 under this arrangement.$3,784,342$5,603,356 for legal services during the fiscal year ended May 31, 2012.2015. Mr. Coletti does not receive any direct compensation from fees paid by Cintas to the firm.$227,155$215,406 for services provided during the fiscal year endingended May 31, 2012.2015. In addition, Cintas engages Columbia Fleet Group, an affiliate of Joseph Automotive Group, for a variety of services such as automotive titles, taxes and registrations. Cintas paid the company fees of $1,288,306 for various services during the fiscal year ended May 31, 2015. Mr. Joseph does not receive any direct compensation from services provided by Cintas or fees paid by Cintas to the company.ONTO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION20132016 Annual Meeting of Shareholders.2011,2014, our shareholders approved, on an advisory basis, the compensation of our named executive officers with a "FOR" vote of 92%.98% of the votes cast. 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.2013.2016. If shareholders do not ratify this selection, the Audit Committee intends to continue the employment of Ernst & Young LLP at least through fiscal 2013,2016, 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 2014.2017. 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.20132016 Shareholders' Meeting must submit their proposals in writing to Cintas at its offices on or before May 9, 2013,7, 2016, 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.20132016 Shareholders' Meeting, it must be received prior to July 23, 2013.90120 days prior to the date of the meeting. If there is a change in the anticipated date of next year's Annual Meeting or these deadlines by more than 30 days, Cintas will notify all shareholders of this change through a report on Form 8-K, 10-Q or 10-K filings.annual meeting,Annual Meeting, write to:and Secretary –and General CounselM49312-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
41Before 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:
42Voting 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