UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) October 18, 2011

 


 

Cintas Corporation

(Exact name of registrant as specified in its charter)

 


 

Washington

 

0-11399

 

31-1188630

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification Number)

 

6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio

 

45262-5737

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:

(513) 459-1200

 

 

(Former name or former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07.      Submission of Matters to a Vote of Security Holders.

 

Cintas Corporation (the “Company”) held its annual meeting of shareholders on October 18, 2011, at which the following matters were submitted to a vote of shareholders:

 

Item No. 1:    Election of nine directors:

 

Name

 

Shares For

 

Shares
Against

 

Abstentions

 

Broker Non-
Votes

 

Gerald S. Adolph

 

97,248,607

 

643,759

 

34,507

 

6,242,661

 

Melanie W. Barstad

 

97,215,229

 

682,715

 

28,929

 

6,242,661

 

Richard T. Farmer

 

95,088,872

 

2,808,664

 

29,337

 

6,242,661

 

Scott D. Farmer

 

96,620,683

 

1,277,088

 

29,102

 

6,242,661

 

James J. Johnson

 

97,174,724

 

716,729

 

35,420

 

6,242,661

 

Robert J. Kohlhepp

 

95,197,268

 

2,698,700

 

30,905

 

6,242,661

 

David C. Phillips

 

69,887,953

 

28,007,609

 

31,311

 

6,242,661

 

Joseph Scaminace

 

95,351,264

 

2,544,214

 

31,395

 

6,242,661

 

Ronald W. Tysoe

 

90,142,370

 

7,750,149

 

34,354

 

6,242,661

 

 

Item No. 2:    Advisory resolution on named executive officer compensation:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

88,443,070

 

7,229,833

 

2,253,970

 

6,242,661

 

 

Item No. 3:    Advisory vote on the frequency of shareholder votes on named executive officer compensation:

 

Every Year

 

Every 2 Years

 

Every 3 Years

 

Abstain

 

Broker Non-Votes

 

90,478,383

 

144,740

 

5,089,612

 

2,214,138

 

6,242,661

 

 

In accordance with the shareholders’ recommendation, the Company has determined that an advisory vote on the compensation of the named executive officers of the Company will be conducted every year, until the next advisory vote on the frequency of the advisory vote on named executive officer compensation.

 

Item No. 4:    Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2012.

 

For

 

Against

 

Abstain

 

103,414,335

 

719,830

 

35,369

 

 

Item 8.01.      Other Events.

 

On October 18, 2011, the Board of Directors of the Company approved a new $500 million share repurchase program. Under the new share repurchase program, the Company may purchase its common shares from time to time in open market purchases or privately negotiated transactions and may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans.  The number of shares to be repurchased and the timing of the purchases, if any, will be determined at the discretion of the Board and may be discontinued at any time.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

CINTAS CORPORATION

 

 

 

 

Date: October 20, 2011

 

By:

/s/ William C. Gale

 

 

 

William C. Gale

 

 

 

Senior Vice President and Chief Financial Officer

 

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