¨ Preliminary Proxy Statement x Definitive Proxy Statement | ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ | Definitive Additional Materials |
x | No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
¨ | Fee paid previously with preliminary materials. |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
Time: | 10:00 a.m., Eastern Time |
Date: | October 17, 2001 |
Place: | Cintas Corporate Headquarters 6800 Cintas Boulevard Cincinnati, Ohio |
1. To establish the number of Directors to be elected at eight; |
2. To elect eight Directors; |
3. To conduct other business if properly raised. |
TABLE OF CONTENTS | Page |
Richard T. Farmer1 66 | Richard T. Farmer has been with Cintas and its predecessors since 1957 and has served in his present position since 1968. Prior to August 1, 1995, Mr. Farmer also served as Chief Executive Officer. He is a Director of Fifth Third Bancorp and its subsidiary The Fifth Third Bank, Cincinnati, Ohio. He is also the Chairman of Summer Hill, Inc. | |
Robert J. Kohlhepp1 57 | 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 until 1979 when he became Executive Vice President. He served in that capacity until October 23, 1984, when he was elected President, a position he held until July 1997. Mr. Kohlhepp was elected to his present position of Chief Executive Officer on August 1, 1995. He is also a Director of The Mead Corporation, Dayton, Ohio. | |
Scott D. Farmer 42 | Scott D. Farmer joined Cintas in 1981. He has served in various management positions including President of Cintas Sales Corporation, Vice President – National Account Division and Vice President – Marketing and Merchandising. He was elected a Director of Cintas in 1994. In July 1997, he was elected President and Chief Operating Officer of the Company. |
Gerald V. Dirvin2&3 64 | Gerald V. Dirvin was elected a Director of Cintas in 1993. Mr. Dirvin joined The Procter & Gamble Company in 1959 and served in various management positions. He retired as Executive Vice President and as a Director in 1994. Mr. Dirvin is also a Director of Fifth Third Bancorp and its subsidiary The Fifth Third Bank, Cincinnati, Ohio. | |
James J. Gardner1&3 68 | James J. Gardner served in various management positions with Cintas from 1956 until his retirement in 1988. Mr. Gardner has served as a Director of the Company since 1969. | |
Robert J. Herbold2 59 | Robert J. Herbold was elected a Director of Cintas in 2001. Mr. Herbold retired in February 2001 as Executive Vice President and Chief Operating Officer of Microsoft Corporation. He is currently working part time for Microsoft Corporation as Executive Vice President assisting in the government, industry and customer areas. Additionally, he is the managing partner of Herbold Group, LLC. Mr. Herbold is also a director of Weyerhaeuser, Agilent Technologies and Immunex. | |
Roger L. Howe2&3 66 | Roger L. Howe has been a Director of Cintas since 1979. He was the Chairman of the Board of U.S. Precision Lens, Inc., until his retirement on September 1, 1997. Mr. Howe held that position in the firm for over five years. Mr. Howe is a Director of U.S. Bancorp and Convergys Corporation. | |
Donald P. Klekamp2 69 | Donald P. Klekamp was elected a Director of Cintas in 1984. Mr. Klekamp is associated with the Cincinnati law firm of Keating, Muething & Klekamp, P.L.L., which serves as counsel for the Company. |
1 | Member of the Executive Committee of the Board of Directors. |
2 | Member of the Audit Committee of the Board of Directors. |
3 | Member of the Compensation Committee of the Board of Directors. |
Audit Fees | $ 192,000 | |
Audit Related Services(1) | $ 108,000 | |
Financial Information Systems Design and Implementation Fees | $ 0 | |
All Other Fees(2) | $1,923,000 |
(1) | Audit related services include review of SEC registration statements, benefit plan audits and consultation on accounting standards or transactions. |
(2) | All other fees primarily consists of tax services. |
Ÿ | base compensation; |
Ÿ | performance incentive compensation; |
Ÿ | stock-based performance compensation through stock option grants. |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | |||
---|---|---|---|---|---|
Richard T. Farmer1 | 35,168,9452 | 20.7 | % | ||
James J. Gardner1 | 10,438,8883 | 6.2 | % | ||
Joan A. Gardner1 | 10,438,8883 | 6.2 | % |
1 | The address of Richard T. Farmer, James J. Gardner and Joan A. Gardner is Cintas Corporation, 6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio 45262-5737. |
2 | Includes 80,340 shares owned by Mr. Farmer’s wife, 7,417,328 shares held in trust for Mr. Farmer’s children, 92,925 shares owned by a corporation controlled by Mr. Farmer, and 26,811,468 shares held by a family partnership. |
3 | Includes the following shares considered to be beneficially owned by both Mr. & Mrs. Gardner: 193,979 shares held by a charitable trust established by Mr. Gardner, 39,123 shares held by a corporation that is controlled by Mr. Gardner, 2,277,542 shares held by various limited partnerships, 7,539,369 shares held by GarFam Partners, LP in which Mr. Gardner and his spouse are limited partners, 378,000 shares held in various trusts and 10,875 shares which may be acquired pursuant to stock options exercisable within 60 days. |
Common Stock Beneficially Owned(1) | ||||||||
---|---|---|---|---|---|---|---|---|
Name and Age of Beneficial Owner | Position | Amount and Nature of Beneficial Ownership | Percent of Class | |||||
Richard T. Farmer 66 | Chairman of the Board | 35,168,945 | (2) | 20.7 | % | |||
Robert J. Kohlhepp 57 | Chief Executive Officer and Director | 3,566,652 | (3) | 2.1 | % | |||
Scott D. Farmer 42 | President, Chief Operating Officer and Director | 689,284 | (4) | * | ||||
Gerald V. Dirvin 64 | Director | 28,575 | * | |||||
James J. Gardner 68 | Director | 10,438,888 | (2) | 6.2 | % | |||
Robert J. Herbold 59 | Director | — | * | |||||
Roger L. Howe 66 | Director | 1,060,059 | (5) | * | ||||
Donald P. Klekamp 69 | Director | 165,778 | (6) | * | ||||
Robert R. Buck 53 | Senior Vice President and President – Uniform Rental Division | 146,413 | (7) | * | ||||
All Directors and Executive Officers as a Group (11 persons) | 51,322,158 | (8) | 30.2 | % |
*Less than 1% |
(1) | Included in the amount of Common Stock beneficially owned are the following shares of Common Stock for options exercisable within 60 days: Mr. Kohlhepp – 96,000 shares; Mr. Dirvin – 12,375 shares; Mr. Howe – 12,375 shares; Mr. Klekamp – 12,375 shares; Mr. Gardner – 10,875 shares and Mr. S. Farmer – 39,600 shares. |
(2) | See Principal Shareholders on page 7. |
(3) | Includes 289,856 shares held in trust for members of Mr. Kohlhepp’s family, 176,016 shares held by a corporation that is controlled by Mr. Kohlhepp and 1,833,025 shares held by a family partnership. |
(4) | Includes 139,350 shares held in trust for the benefit of Mr. Farmer’s children, 4,038 shares owned by Mr. Farmer’s wife and 83,880 shares held by a limited partnership. |
(5) | Includes 161,472 shares owned by a limited partnership. |
(6) | Includes 153,246 shares owned by Mr. Klekamp’s wife. |
(7) | Robert R. Buck joined Cintas in 1982. He served as Senior Vice President – Finance and Chief Financial Officer from 1982 to 1991, and Senior Vice President – Midwest Region from 1991 to 1997. In July 1997, he was elected President – Uniform Rental Division. |
(8) | Includes options for 214,800 shares, which are exercisable within 60 days. |
Annual Compensation | Long-Term Compensation | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Other Annual Compen- sation ($) | Shares Underlying Option Grants(#) | All Other Compen- sation($)(1) | |||||||
Richard T. Farmer | 2001 | 371,000 | 79,765 | 63,429 | (2) | — | 105,607 | ||||||
Chairman of the Board | 2000 | 360,000 | 88,691 | 62,560 | (2) | — | 142,270 | ||||||
1999 | 345,000 | 172,500 | 58,856 | (2) | — | 142,344 | |||||||
Robert J. Kohlhepp | 2001 | 439,000 | 167,200 | — | — | 37,962 | |||||||
Chief Executive Officer and Director | 2000 1999 | 400,000 362,000 | 180,000 325,800 | — — | 15,000 — | 47,298 47,072 | |||||||
Scott D. Farmer | 2001 | 379,000 | 190,000 | — | 15,000 | 7,563 | |||||||
President, Chief Operating Officer and Director | 2000 1999 | 340,000 304,000 | 119,000 212,800 | — — | 15,000 — | 8,291 8,154 | |||||||
Robert R. Buck | 2001 | 328,000 | 242,520 | — | — | 7,547 | |||||||
Senior Vice President and President — Uniform Rental Division | 2000 1999 | 300,000 270,000 | 240,456 225,207 | — — | 7,500 — | 8,302 8,207 | |||||||
David T. Jeanmougin(3) | 2001 | 265,000 | 42,665 | — | — | 7,410 | |||||||
Senior Vice President | 2000 1999 | 265,000 250,000 | 51,000 100,000 | — — | — — | 8,074 7,901 |
(1) | Includes the actuarially projected current dollar value of the benefits to Messrs. R. Farmer and Kohlhepp and their spouses under a split-dollar life insurance plan. |
The Cintas Partners’ Plan is a non-contributory employee stock ownership plan and profit sharing plan with a 401(k) savings feature which covers substantially all employees. Included above are the dollars contributed by the Company pursuant to the Partners’ Plan. |
(2) | Represents compensation associated with the use of the Company’s aircraft ($41,936, $28,537 and $32,958 in 2001, 2000 and 1999, respectively), financial planning ($10,000, $25,000 and $15,000 in 2001, 2000 and 1999, respectively) and other expense reimbursements. |
(3) | Mr. Jeanmougin retired effective July 31, 2001. Cintas has agreed to continue his salary and benefits through April 30, 2002. |
Name | Number of Shares Underlying Options Granted | Percent of Total Options Granted to employees in Fiscal 2001 | Exercise Price ($/Sh.) | Expiration Date | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term($) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
5% | 10% | ||||||||||||
Richard T. Farmer | — | N/A | N/A | N/A | N/A | N/A | |||||||
Robert J. Kohlhepp | — | N/A | N/A | N/A | N/A | N/A | |||||||
Scott D. Farmer | 15,000 | 2.0 | % | 42.6719 | 7/24/10 | 402,542 | 1,020,120 | ||||||
Robert R. Buck | — | N/A | N/A | N/A | N/A | N/A | |||||||
David T. Jeanmougin | — | N/A | N/A | N/A | N/A | N/A |
Name | Shares Acquired on Exercise(#) | Value Realized($) | Number of Unexercised Options at May 31, 2001 | Value of Unexercised In- The-Money Options at May 31, 2001($)(1) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||
Richard T. Farmer | 15,000 | 303,401 | — | — | — | — | ||||||
Robert J. Kohlhepp | 6,000 | 240,375 | 54,000 | 171,000 | 1,908,310 | 5,341,937 | ||||||
Scott D. Farmer | 12,750 | 483,615 | 56,400 | 159,600 | 2,157,247 | 3,530,663 | ||||||
Robert R. Buck | 9,079 | 307,164 | — | 100,500 | — | 2,499,631 | ||||||
David T. Jeanmougin | 105,600 | 4,409,751 | — | 44,400 | — | 1,393,165 |
(1) | Value is calculated as the difference between the fair market value of the Common Stock on May 31, 2001 ($46.64 per share) and the exercise price of the options. |
[CHART] TOTAL SHAREHOLDER RETURNS COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN DATE CINTAS CORP S&P 500 INDEX PEER GROUP May-96 100 100 100 Aug-96 101 98 93 Nov-96 114 114 104 Feb-97 101 120 96 May-97 117 129 95 Aug-97 131 138 106 Nov-97 146 147 114 Feb-98 160 162 129 May-98 172 169 119 Aug-98 154 149 124 Nov-98 208 182 133 Feb-99 268 194 131 May-99 240 205 123 Aug-99 195 208 105 Nov-99 174 220 89 Feb-00 152 217 51 May-00 252 226 62 Aug-00 238 242 73 Nov-00 291 210 70 Feb-01 207 199 61 May-01 268 202 78
William C. Gale, CFO |
6800 Cintas Blvd. |
P. O. Box 625737 |
Cincinnati, OH 45262-5737 |
There are three possible ways to vote your proxy. Please choose one of the following:
Vote by Telephone
Have your proxy card available when you call theToll-Free number1-800-250-9081 using a Touch-Tone phone. You will be prompted to enter your Control Number found on the reverse side and then you can follow the simple instructions that will be given to you to record your vote.
Vote by Internet
Have your proxy card available when you access thewebsite http://www.votefast.com. You will be prompted to enter your Control Number found on the reverse side and then you can follow the simple instructions that will be given to you to record your vote.
Vote by Mail
Please mark, sign and date your proxy card and return it in the postage paid envelope provided or return it to: Corporate Trust Services, P.O. Box 535800, Pittsburgh, Pennsylvania 15253.
Vote by Telephone | Vote by Internet | Vote by Mail |
CallToll-Freeusing a | Access theWebsiteand | Return your proxy |
Touch-Tone phone | Cast your vote | in thePostage-paid |
1-800-250-9081 | http://www.votefast.com | envelope provided |
Vote 24 hours a day, 7 days a week!
Your telephone and Internet votemust be received by 11:59 P.M. eastern daylight time on October 16, 2001to be counted in the final tabulation. If you vote by telephone or Internet, please do not send your proxy by mail.
Your Control Number is printed on the reverse side.
CINTAS CORPORATION | PROXY FOR ANNUAL MEETING |
6800 Cintas Blvd., P.O. Box 625737, Cincinnati, Ohio 45262-5737 |
The undersigned hereby appoints RICHARD T. FARMER, ROBERT J. KOHLHEPP, and WILLIAM C. GALE, or any of them, proxies of the undersigned, each with the power of substitution, to vote all shares of Common Stock which the undersigned would be entitled to vote at the Annual Meeting of Shareholders of Cintas Corporation to be held October 17, 2001, at 10:00 a.m. (Eastern Time) at the Company’s Headquarters, 6800 Cintas Boulevard, Cincinnati, Ohio and at any adjournment of such Meeting as specified below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:
1. | Authority to establish the number of Directors to be elected at the Meeting at eight. | |||||||||
¨ | FOR ¨ AGAINST | ¨ | ABSTAIN | |||||||
2. | Authority to elect eight nominees listed below. | |||||||||
¨ | FORall nominees listed below (except as marked to the contrary) | ¨ | WITHHOLD AUTHORITYto vote for all nominees listed below |
Richard T. Farmer; Robert J. Kohlhepp; Scott D. Farmer; Gerald V. Dirvin; James J. Gardner;
Robert J. Herbold; Roger L. Howe; Donald P. Klekamp
WRITE THE NAME OF ANY NOMINEE(S) FOR | |
WHOM AUTHORITY TO VOTE IS WITHHELD | |
(Continued on other side) |
Cintas Corporation
c/o Corporate Trust Services
Mail Drop 10AT66—4129
38 Fountain Square Plaza
Cincinnati, OH 45263
Your Control Number is:
You are now able to cast your vote by using a touch-tone telephone or by using the Internet.
Instructions for voting are on the reverse side. Your Control Number for voting is noted above.
fold and detach here
...................................................................................................................................................................................................................................................
3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
____________________________________ , 2001
_____________________________________
______________________________________
Important: Please sign exactly as name appears hereon indicating, where proper, official position or representative capacity. In the case of joint holders, all should sign. |