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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cintas Corporation | NASDAQ:CTAS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
6.07 | 0.90% | 680.11 | 679.86 | 680.22 | 682.50 | 676.96 | 676.96 | 88,889 | 16:55:24 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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CINTAS CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Time:
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10:00 a.m., Eastern Daylight Time
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Date:
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October 17, 2017
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Place:
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Cintas Corporate Headquarters
6800 Cintas Boulevard
Mason, Ohio 45040
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Purpose:
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1.
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To elect as directors, the nine nominees named in the attached proxy materials;
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2.
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To approve, on an advisory basis, named executive officer compensation;
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To recommend, on an advisory basis, the frequency of the advisory vote on named executive officer compensation;
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4.
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To ratify Ernst & Young LLP as our independent registered public accounting firm for fiscal 2018; and
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5.
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To conduct other business if properly raised.
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Important Notice Regarding the Availability of
Proxy Materials for the Shareholder Meeting To Be Held on October 17, 2017
The Notice, 2017 Proxy Statement, 2017 Annual Report and
Form of Proxy are available at http://www.cintas.com
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TABLE OF CONTENTS
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Page
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GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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COMPENSATION COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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SECURITY OWNERSHIP OF DIRECTOR NOMINEES AND NAMED EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE . . . . . . . . . . . . .
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RELATED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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RECOMMENDATION, ON AN ADVISORY BASIS, OF THE FREQUENCY OF THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION . . . . . . . . . . . . .
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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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QUESTIONS? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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The Board recommends you vote FOR each of the following nominees:
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Gerald S. Adolph
(1)(2)
63
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Gerald S. Adolph was elected a Director of Cintas in 2006. He is the Chairman of the Compensation Committee. Mr. Adolph was a Principal with PWC Strategy& (formerly Booz & Company), a consulting firm, from 1981 to 2017. Mr. Adolph 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.
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John F. Barrett
(2)(4)
68
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John F. Barrett was elected a Director of Cintas in 2012. Mr. Barrett is the Chairman, President and Chief Executive Officer of Western & Southern Financial Group, a Cincinnati-based diversified family of financial services companies. He has been Chief Executive Officer since 1994. He served as a director of Convergys Corporation from 1998 to 2016, The Fifth Third Bancorp and its subsidiary, The Fifth Third Bank, from 1988 to 2009, The Andersons, Inc. from 1992 to 2008 and Cincinnati Bell Inc. from 1992 to 1998. 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.
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Melanie W. Barstad
(1)(2)
64
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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. Ms. Barstad served on the Auburn University Foundation Board of Directors from 200 to 2016 where she chaired the Directorship Committee and served on the Executive Committee. She has also been included in the
Agenda
Compensation 100 listing and is listed in Europe's Global Board Ready Women's Initiative. Ms. Barstad has earned the National Association of Corporate Directors Board Leadership Fellow credentials for the years 2014 to 2016. 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.
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Robert E. Coletti
(3)
60
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Robert E. Coletti was elected a Director of Cintas in 2016. Mr. Coletti has been a partner at the law firm of Keating Muething & Klekamp (KMK) since 1988 and a senior partner since 2016, with a practice concentrated in the corporate, securities and financing areas. Mr. Coletti has been serving on the Miami University Board of Trustees since 2014. He was a Trustee of the Miami University Foundation from 2006 to 2012, where he also served as Chairman of the Board from 2010 to 2012. The Board believes that Mr. Coletti's knowledge of Cintas, gained through his many years of advising Cintas and his legal expertise surrounding complicated business matters, makes his service on the Board valuable to Cintas.
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Richard T. Farmer
82
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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.
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Scott D. Farmer
(3)
58
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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. Mr. Farmer was appointed Chairman of the Board in September 2016. 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.
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James J. Johnson
(2)(4)
70
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James J. Johnson was elected a Director of Cintas in 2009. Mr. Johnson was with The Procter & Gamble Company, a manufacturer and marketer of consumer products, for 35 years, retiring in June 2008 as Chief Legal Officer. The Board believes that Mr. Johnson's experience with the myriad of legal issues surrounding a publicly-traded company and his status as an independent director renders his service on the Board invaluable to Cintas.
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Joseph Scaminace
(1)(2)(3)
64
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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 was Chairman, President and CEO of Vectra Corporation (formerly OM Group, Inc.), a diversified industrial growth company, from 2005 until his retirement in 2015. Prior to joining Vectra Corporation, 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.
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Ronald W. Tysoe
(2)(4)
64
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Ronald W. Tysoe was elected a Director of Cintas in 2008. He is the Chairman of the Audit Committee. 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., Taubman Centers, Inc. and J. C. Penney Company, Inc. He previously served as a director of 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.
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(1)
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Member of the Compensation Committee of the Board.
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(2)
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Member of the Nominating and Corporate Governance Committee of the Board.
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(3)
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Member of the Executive Committee of the Board.
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(4)
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Member of the Audit Committee of the Board.
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(a)
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reviewed and discussed Cintas' audited financial statements for fiscal
2017
with Cintas' management and the independent registered public accounting firm, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements;
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(b)
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reviewed the quarterly earnings releases and reports on Form 10-K and Form 10-Q prior to release;
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(c)
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reviewed management's representations that the interim and audited financial statements were prepared in accordance with U.S. generally accepted accounting principles and fairly present the results of operations and financial position of Cintas;
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(d)
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reviewed and discussed with the independent registered public accounting firm the matters required by Public Company Accounting Oversight Board (PCAOB) Auditing Standard (AS) 1301,
Communication with Audit Committee
and SEC rules, including matters related to the conduct of the audit of Cintas' financial statements;
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(e)
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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
;
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(f)
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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, 2017
, for filing with the SEC;
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(g)
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reviewed all audit and nonaudit services performed for Cintas by the independent registered public accounting firm for the fiscal year ended
May 31, 2017
, and determined that its provision of nonaudit services was compatible with maintaining its independence from Cintas;
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(h)
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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;
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(i)
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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
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(j)
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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 17, 2017 Audit Committee Meeting. Only minor wording changes to the Charter were made.
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Fiscal 2017
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Fiscal 2016
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Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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$
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1,179,000
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$
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1,070,000
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G&K Services, Inc. Acquisition Related Fees
(1) .
. . . . . . . . . . . . . . .
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$
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968,380
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$
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—
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Audit Related Fees
(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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$
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77,500
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$
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65,000
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Tax Fees
(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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$
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681,254
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$
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671,224
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(1)
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Audit and audit related fees associated with the acquisition of G&K Services, Inc., including procedures associated with the financing of the acquisition.
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(2)
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Audit related fees include review of benefit plan audits. Fiscal 2017 audit related fees also include fees for procedures associated with a non-routine filing.
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(3)
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Tax fees consist of assistance with international tax compliance, transfer pricing studies, review of U.S. tax returns and consultation on business transactions.
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Element
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Form of Compensation
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Purpose
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Base Salaries
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Cash
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Provides competitive, fixed compensation to attract and retain exceptional executive talent
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Annual Cash Incentives
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Cash
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Provides a variable financial incentive to achieve corporate and individual operating goals
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Long-Term Equity Incentives
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Non-qualified stock options, restricted stock units and/or restricted stock
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Encourages, 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
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Health, Retirement and Other Benefits
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Eligibility to participate in benefit plans generally available to our employee-partners, including Partners' Plan contributions (described below), health, life insurance and disability plans, Deferred Compensation Plan (described below), and certain perquisites
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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
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Officer
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Fiscal 2017
Base Salary ($)
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% Increase Over
the Prior Year
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Scott D. Farmer
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1,030,000
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3.0
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%
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J. Michael Hansen
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400,000
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11.1
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%
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J. Phillip Holloman
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663,285
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3.0
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%
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Thomas E. Frooman
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514,537
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3.0
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%
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Paul F. Adler
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262,500
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5.0
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%
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EPS Component Level of Achievement
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EPS
Goals
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Annual
Cash Incentive
Payout
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Below Threshold
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<$4.16
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0%
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Threshold
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$4.16
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25%
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Target
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$4.47
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100%
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Maximum
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$4.92
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200%
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Sales Growth Component Level of Achievement
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Sales Growth
Goals (% Growth
Over Fiscal 2016)
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Annual
Cash Incentive
Payout
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Below Threshold
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<5.07%
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0%
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Threshold
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5.07%
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25%
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Target
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6.57%
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100%
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Maximum
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9.57%
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200%
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Individual Performance Component Level of Achievement
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Annual Cash
Incentive Payout
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Does Not Meet Goals
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0%
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Meets Most Goals
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50%
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Meets Goals
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100%
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EPS Component Level of Achievement
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EPS
Goals
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Annual
Cash Incentive
Payout
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Below Threshold
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<$4.16
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0%
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Threshold
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$4.16
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50%
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Target
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$4.47
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100%
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Maximum
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$4.92
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200%
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Sales Growth Component Level of Achievement
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Sales Growth
Goals (% Growth Over Fiscal 2016)
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Annual
Cash Incentive
Payout
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Below Threshold
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<6.89%
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0%
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Threshold
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6.89%
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50%
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Target
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8.39%
|
100%
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Maximum
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11.39%
|
200%
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Income Growth Component Level of Achievement
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Income Growth
Goals (% Growth Over Fiscal 2016)
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Annual
Cash Incentive
Payout
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Below Threshold
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<12.07%
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0%
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Threshold
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12.07%
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50%
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Target
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12.57%
|
100%
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Maximum
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14.57%
|
200%
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Individual Performance Component Level of Achievement
|
Annual
Cash Incentive
Payout
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Does Not Meet Goals
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0%
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Meets Most Goals
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50%
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Meets Goals
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100%
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Name
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Annual
Cash Incentive
Target ($)
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EPS
Component
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Individual
Performance
Component
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|||
J. Michael Hansen
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159,000
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50
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%
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50
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%
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Thomas E. Frooman
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241,616
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50
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%
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50
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%
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Paul F. Adler
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72,345
|
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50
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%
|
50
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%
|
EPS Component Level of Achievement
|
EPS
Goals
|
Annual
Cash Incentive
Payout
|
Below Threshold
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<$4.16
|
0%
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Threshold
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$4.16
|
50%
|
Target
|
$4.47
|
100%
|
Maximum
|
$4.92
|
200%
|
Individual Performance Component Level of Achievement
|
Annual
Cash Incentive
Payout
|
Does Not Meet Goals
|
0%
|
Meets Most Goals
|
50%
|
Meets Goals
|
100%
|
Exceeds Goals
|
150%
|
Outstanding Achievement
|
200%
|
EPS Component Level of Achievement
|
EPS
Goals
|
Equity
Award %
|
Below Threshold
|
<$4.16
|
0%
|
Threshold
|
$4.16
|
50%
|
Target
|
$4.47
|
100%
|
Maximum
|
$4.92
|
200%
|
Sales Growth Component Level of Achievement
|
Sales Growth
Goals (% Growth Over Fiscal 2016)
|
Equity
Award %
|
Below Threshold
|
<5.07%
|
0%
|
Threshold
|
5.07%
|
50%
|
Target
|
6.57%
|
100%
|
Maximum
|
9.57%
|
200%
|
Officer
|
Minimum Ownership
Requirement
(Multiple of Base Salary)
|
Chief Executive Officer
|
6x
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Chief Financial Officer
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3x
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President and Chief Operating Officer
|
3x
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Senior Vice President, Secretary, and General Counsel
|
3x
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Vice President and Treasurer
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2x
|
Name and Principal
Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
(1)
($)
|
Stock Awards
(2)
($)
|
Option Awards
(2)
($)
|
Non-Equity
Incentive Plan
Compensation
(3)
($)
|
All Other
Compensation
(4)
($)
|
Total
($)
|
|||||||
Scott D. Farmer
|
2017
|
1,030,000
|
|
—
|
|
6,037,004
|
|
—
|
|
1,037,725
|
|
445,892
|
|
8,550,621
|
|
Chairman of the Board and
|
2016
|
1,000,000
|
|
—
|
|
5,171,886
|
|
—
|
|
1,034,526
|
|
280,362
|
|
7,486,774
|
|
Chief Executive Officer
|
2015
|
840,474
|
|
—
|
|
4,116,782
|
|
—
|
|
802,400
|
|
332,640
|
|
6,092,296
|
|
J. Michael Hansen
|
2017
|
400,000
|
|
—
|
|
528,721
|
|
329,677
|
|
275,600
|
|
57,688
|
|
1,591,686
|
|
Senior Vice President -
|
2016
|
360,000
|
|
—
|
|
452,980
|
|
315,800
|
|
229,336
|
|
43,203
|
|
1,401,319
|
|
Finance and Chief Financial Officer
|
2015
|
340,000
|
|
—
|
|
198,298
|
|
160,649
|
|
159,888
|
|
49,278
|
|
908,113
|
|
J. Phillip Holloman
|
2017
|
663,285
|
|
—
|
|
2,508,902
|
|
—
|
|
342,244
|
|
165,090
|
|
3,679,521
|
|
President and Chief
|
2016
|
643,966
|
|
—
|
|
2,149,422
|
|
—
|
|
603,065
|
|
113,297
|
|
3,509,750
|
|
Operating Officer
|
2015
|
625,210
|
|
—
|
|
1,710,798
|
|
—
|
|
471,780
|
|
155,273
|
|
2,963,061
|
|
Thomas E. Frooman
|
2017
|
514,537
|
|
—
|
|
656,336
|
|
329,677
|
|
358,397
|
|
70,595
|
|
1,929,542
|
|
Senior Vice President,
|
2016
|
499,550
|
|
—
|
|
568,902
|
|
315,800
|
|
373,473
|
|
56,411
|
|
1,814,136
|
|
Secretary and General Counsel
|
2015
|
485,000
|
|
—
|
|
457,660
|
|
289,866
|
|
398,825
|
|
70,638
|
|
1,701,989
|
|
Paul F. Adler
|
2017
|
262,500
|
|
—
|
|
174,020
|
|
108,508
|
|
125,398
|
|
32,837
|
|
703,263
|
|
Vice President and
|
2016
|
250,000
|
|
—
|
|
149,106
|
|
103,930
|
|
109,696
|
|
40,329
|
|
653,061
|
|
Treasurer
|
|
|
|
|
|
|
|
|
|
(1)
|
There were no discretionary cash bonuses paid to any named executive officer during fiscal
2017
,
2016
or
2015
. 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,
2017
. Amounts disclosed represent the probable outcome of the applicable performance conditions. In the event that the highest level of performance was achieved for these awards, the amounts would be as follows: $12,074,008 for Mr. S. D. Farmer, $1,716,796 for Mr. Hansen, $5,017,804 for Mr. Holloman,
$1,972,026 for Mr. Frooman and $565,056 for Mr. Adler.
|
(3)
|
Reflects the annual cash incentive awards earned by the named executive officers under the Management Incentive Plan discussed in further detail beginning on page 17.
|
(4)
|
All other compensation for fiscal
2017
includes reimbursements for auto allowances, executive medical programs, Cintas Partner's Plan contributions and restricted stock dividends. Cintas Partners' Plan contributions were as follows:
$10,457
for Mr. S. D. Farmer,
$10,277
for Mr. Hansen,
$10,264
for Mr. Holloman,
$10,200
for Mr. Frooman and
$10,252
for Mr. Adler. Restricted stock dividends were as follows:
$399,774
for Mr. S. D. Farmer,
$31,538
for Mr. Hansen,
$144,563
for Mr. Holloman,
$46,199
for Mr. Frooman and
$5,953
for Mr. Adler. All other compensation for fiscal
2017
also includes financial planning fees for Mr. S. D. Farmer.
|
|
Estimated Possible Payouts Under Non-Equity Incentive
Plan Awards
|
Estimated Possible Payouts Under Equity Incentive
Plan Awards
|
|
||||||||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
Exercise
or Base
Price of
Option
Awards
(7)
($/sh)
|
Grant Date
Fair Value of Stock and Option
Awards
(8)
($)
|
||||||
Scott D. Farmer
(1)
|
8/15/2016
|
0
|
|
669,500
|
|
1,171,625
|
|
|
|
|
|
|
|
||
|
8/15/2016
(4)
|
|
|
|
0
|
56,200
|
|
112,400
|
|
|
6,037,004
|
|
|||
J. Michael Hansen
(2)
|
8/15/2016
|
0
|
|
159,000
|
|
318,000
|
|
|
|
|
|
|
|
|
|
|
8/15/2016
(5)
|
|
|
|
0
|
14,766
|
|
29,532
|
|
107.42
|
329,677
|
|
|||
|
8/15/2016
(6)
|
|
|
|
0
|
4,922
|
|
9,844
|
|
|
528,721
|
|
|||
J. Phillip Holloman
(3)
|
8/15/2016
|
0
|
|
399,351
|
|
698,865
|
|
|
|
|
|
|
|
|
|
|
8/15/2016
(4)
|
|
|
|
0
|
23,356
|
|
46,712
|
|
|
2,508,902
|
|
|||
Thomas E. Frooman
(2)
|
8/15/2016
|
0
|
|
241,616
|
|
483,232
|
|
|
|
|
|
|
|
|
|
|
8/15/2016
(5)
|
|
|
|
|
|
|
0
|
14,766
|
|
29,532
|
|
107.42
|
329,677
|
|
|
8/15/2016
(6)
|
|
|
|
|
|
|
0
|
6,110
|
|
12,220
|
|
|
656,336
|
|
Paul F. Adler
(2)
|
8/15/2016
|
0
|
|
72,345
|
|
144,690
|
|
|
|
|
|
|
|||
|
8/15/2016
(5)
|
|
|
|
0
|
4,860
|
|
9,720
|
|
107.42
|
108,508
|
|
|||
|
8/15/2016
(6)
|
|
|
|
0
|
1,620
|
|
3,240
|
|
|
174,020
|
|
(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 fiscal 2017 Cintas EPS and sales growth. Mr. S. D. Farmer is also eligible for an annual cash incentive based on other non-financial 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 for the annual cash incentive. The portion of the annual cash incentive related to EPS and sales growth can decrease to 0% or increase up to 200%. The portion of the annual cash incentive related to other performance goals 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 2016 Plan based on achievement against fiscal 2017 EPS and sales growth goals.
|
(2)
|
Mr. Hansen, Mr. Frooman and Mr. Adler are eligible for an annual cash incentive and a long-term equity incentive award based on the achievement of targeted fiscal 2017 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 2016 Plan.
|
(3)
|
Mr. Holloman is eligible for an annual cash incentive and a long-term equity incentive award based on the achievement of targeted fiscal 2017 Cintas EPS and sales and net income growth for operations within his responsibility. Mr. Holloman is also eligible for an annual cash incentive based on 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 for the annual cash incentive. The portion of the annual cash incentive related to EPS, sales growth and income growth can decrease to 0% or increase up to 200%. The portion of the annual cash incentive related to other performance goals 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 2016 Plan based on achievement against goals related to fiscal 2017 EPS and sales and net income growth for operations within Mr. Holloman's responsibility.
|
(4)
|
With consideration that Mr. S. D. Farmer and Mr. Holloman are over the age of 55, the Compensation Committee determined that both Mr. S. D. Farmer's and Mr. Holloman's awards would be settled in restricted stock. Restricted stock vests after three years and is settled in shares.
|
(5)
|
Stock option portion of the fiscal
2017
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.
|
(6)
|
Restricted stock portion of the fiscal
2017
equity opportunity, actual grants under which will vest three years from the date of actual grant.
|
(7)
|
The exercise price of the option is equal to the closing stock price on the date of actual grant.
|
(8)
|
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.
|
|
Option Awards
(1)
|
Stock Awards
(2)
|
||||||||||
Name
|
Grant
Date
|
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
|
7/23/2007
|
1,500
|
|
—
|
|
38.74
|
|
7/23/2017
|
|
|
||
|
7/26/2010
|
20,589
|
|
—
|
|
26.23
|
|
7/26/2020
|
|
|
||
|
7/21/2011
|
94,467
|
|
—
|
|
34.18
|
|
7/21/2021
|
|
|
||
|
7/23/2012
|
90,728
|
|
45,365
|
|
37.57
|
|
7/23/2022
|
|
|
||
|
7/29/2013
|
24,474
|
|
48,948
|
|
46.91
|
|
7/29/2023
|
|
|
||
|
|
|
|
|
|
|
|
|
398,459
|
|
50,158,019
|
|
J. Michael Hansen
|
7/22/2010
|
1,169
|
|
—
|
|
25.88
|
|
7/22/2020
|
|
|
|
|
|
7/30/2010
|
3,000
|
|
—
|
|
26.46
|
|
7/30/2020
|
|
|
|
|
|
7/21/2011
|
5,650
|
|
—
|
|
34.18
|
|
7/21/2021
|
|
|
|
|
|
7/18/2012
|
6,416
|
|
3,209
|
|
37.91
|
|
7/18/2022
|
|
|
|
|
|
7/17/2013
|
2,189
|
|
4,380
|
|
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
|
|
|
|
|
|
7/26/2016
|
—
|
|
26,370
|
|
108.39
|
|
7/26/2026
|
|
|
||
|
10/13/2016
|
—
|
|
7,478
|
|
109.33
|
|
10/13/2026
|
|
|
||
|
7/25/2017
|
—
|
|
25,596
|
|
137.30
|
|
7/25/2027
|
|
|
||
|
|
|
|
|
|
|
|
|
32,246
|
|
4,059,126
|
|
J. Phillip Holloman
|
1/31/2008
|
25,000
|
|
—
|
|
32.82
|
|
1/31/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
127,596
|
|
16,061,784
|
|
Thomas E. Frooman
|
7/21/2011
|
20,100
|
|
—
|
|
34.18
|
|
7/21/2021
|
|
|
|
|
|
7/18/2012
|
17,982
|
|
8,993
|
|
37.91
|
|
7/18/2022
|
|
|
|
|
|
7/17/2013
|
6,609
|
|
13,219
|
|
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
|
|
|
|
|
|
7/26/2016
|
—
|
|
24,450
|
|
108.39
|
|
7/26/2026
|
|
|
||
|
7/25/2017
|
—
|
|
21,904
|
|
137.30
|
|
7/25/2027
|
|
|
||
|
|
|
|
|
|
|
|
|
43,800
|
|
5,513,544
|
|
Paul F. Adler
|
7/18/2012
|
1,866
|
|
934
|
|
37.91
|
|
7/18/2022
|
|
|
||
|
7/17/2013
|
731
|
|
1,463
|
|
47.22
|
|
7/17/2023
|
|
|
||
|
7/17/2014
|
—
|
|
3,000
|
|
63.45
|
|
7/17/2024
|
|
|
||
|
6/26/2015
|
—
|
|
4,902
|
|
85.41
|
|
6/26/2025
|
|
|
||
|
7/20/2015
|
—
|
|
3,000
|
|
86.10
|
|
7/20/2025
|
|
|
||
|
7/26/2016
|
—
|
|
8,047
|
|
108.39
|
|
7/26/2026
|
|
|
||
|
7/25/2017
|
—
|
|
8,424
|
|
137.30
|
|
7/25/2027
|
|
|
||
|
|
|
|
|
|
7,284
|
|
916,910
|
|
(1)
|
Stock options granted after June 1, 2008, have a 10-year term and vest at a rate of 33% per year, beginning on the third anniversary of the date of grant and ending on the fifth anniversary of the date of grant. Stock options granted prior to June 1, 2008, have a 10-year term and vest at a rate of 20% per year, beginning on the fifth anniversary of the date of grant with the following exceptions:
|
(2)
|
Restricted stock 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 vest and are no longer subject to forfeiture:
|
|
Option Awards
|
Stock Awards
|
||||||
Name
|
Number of
Shares
Acquired on
Exercise
(#)
|
Value
Realized on
Exercise
(1)
($)
|
Number of
Shares
Acquired on
Vesting
(#)
|
Value
Realized on
Vesting
(2)
($)
|
||||
Scott D. Farmer
|
15,750
|
|
1,213,282
|
|
26,830
|
|
2,878,054
|
|
J. Michael Hansen
|
9,076
|
|
881,215
|
|
2,150
|
|
209,840
|
|
J. Phillip Holloman
|
7,500
|
|
562,125
|
|
16,665
|
|
1,626,504
|
|
Thomas E. Frooman
|
18,465
|
|
1,862,631
|
|
6,569
|
|
641,134
|
|
Paul F. Adler
|
6,759
|
|
623,117
|
|
549
|
|
53,582
|
|
(1)
|
Calculated by multiplying the difference between the closing price of Cintas common stock at the time 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.
|
Name
|
Executive
Contributions
in Fiscal 2017
(1)
($)
|
Aggregate
Earnings in
Fiscal 2017
(2)
($)
|
Aggregate Withdrawals/
Distributions
($)
|
Aggregate
Balance at
May 31, 2017
(3)
($)
|
||||
Scott D. Farmer
|
1,390,997
|
|
850,305
|
|
—
|
|
6,138,406
|
|
J. Michael Hansen
|
52,955
|
|
73,377
|
|
—
|
|
583,160
|
|
J. Phillip Holloman
|
150,766
|
|
54,755
|
|
—
|
|
1,014,532
|
|
Thomas E. Frooman
|
72,929
|
|
16,839
|
|
(279,720
|
)
|
4,378
|
|
Paul F. Adler
|
18,352
|
|
28,013
|
|
—
|
|
219,641
|
|
(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
2017
Summary Compensation Table.
|
(2)
|
Reflects the amount of earnings during fiscal
2017
based on the performance of the investment options chosen by the named executive officer. None of these amounts are included in the Fiscal
2017
Summary Compensation Table.
|
(3)
|
Include executive contributions previously reported in the Deferred Compensation Plan tables for prior years as follows: $3,569,908 for Mr. S. D. Farmer, $252,788 for Mr. Hansen, $701,317 for Mr. Holloman, $4,140 for Mr. Frooman and $34,533 for Mr. Adler.
|
•
|
except as otherwise described below, the right to exercise within 60 days of termination all vested stock options granted under Cintas' equity compensation plans as reflected in the Outstanding Equity Awards at Fiscal
2017
Year-End table;
|
•
|
amounts contributed, earned and vested under the Cintas Partners' Plan; and
|
•
|
amounts contributed and earned under the Deferred Compensation Plan as reflected in the Nonqualified Deferred Compensation for Fiscal
2017
table.
|
•
|
outstanding equity awards granted under the Company's 2005 Equity Compensation Plan at least six months prior to retirement will continue to vest in accordance with the Plan, and outstanding equity awards granted under the 2016 Plan will continue to vest in accordance with the 2016 Plan;
|
•
|
amounts contributed, earned and vested under the Cintas Partners' Plan; and
|
•
|
amounts contributed and earned under the Deferred Compensation Plan as reflected in the Nonqualified Deferred Compensation for Fiscal
2017
table.
|
Name
|
Fees Earned
or Paid in Cash
(1)
($)
|
Stock
Awards
(2)(3)
($)
|
Option
Awards
(2)(3)
($)
|
Total
($)
|
||||
Gerald S. Adolph
|
100,225
|
|
59,078
|
|
59,016
|
|
218,319
|
|
John F. Barrett
|
96,850
|
|
59,078
|
|
59,016
|
|
214,944
|
|
Melanie W. Barstad
|
90,700
|
|
59,078
|
|
59,016
|
|
208,794
|
|
Robert E. Coletti
|
81,550
|
|
70,249
|
|
70,079
|
|
221,878
|
|
James J. Johnson
|
93,000
|
|
59,078
|
|
59,016
|
|
211,094
|
|
Joseph Scaminace
|
106,575
|
|
59,078
|
|
59,016
|
|
224,669
|
|
Ronald W. Tysoe
|
109,650
|
|
59,078
|
|
59,016
|
|
227,744
|
|
(1)
|
Represents the amount of cash compensation earned in fiscal
2017
for Board and committee service. A director may choose to have all or part of his or her cash compensation deferred in the form of Cintas stock or one-year U.S. treasury bills plus 100 basis points. The directors who invested in Cintas stock would receive earnings equal to any other shareholder who invested like money at the same time during fiscal
2017
. Mr. Adolph, Mr. Barrett, Mr. Coletti and Mr. Johnson chose to receive
|
(2)
|
The amounts reported for restricted stock and stock options is the aggregate grant date fair value of awards granted during the fiscal year calculated in accordance with the stock-based compensation accounting rules set forth in ASC 718. For more information on the assumptions used, see Note 12 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended May 31,
2017
.
|
(3)
|
Mr. Coletti received two awards during fiscal 2017, both comprised of restricted stock and the option to buy common stock, as noted above. For his prorated grant, the grant date fair values of the stock awards and option awards were $11,171 and $11,063, respectively. For Mr. Coletti's annual grant, the grant date fair values of the stock awards and option awards were $59,078 and $59,016, respectively.
|
Name
|
Restricted Stock Outstanding
(#)
|
Options Outstanding
(#)
|
||
Gerald S. Adolph
|
545
|
|
32,811
|
|
John F. Barrett
|
545
|
|
17,847
|
|
Melanie W. Barstad
|
545
|
|
18,458
|
|
Robert E. Coletti
|
649
|
|
3,136
|
|
James J. Johnson
|
545
|
|
29,135
|
|
Joseph Scaminace
|
545
|
|
24,713
|
|
Ronald W. Tysoe
|
545
|
|
14,515
|
|
Name of Beneficial Owner
|
Amount and Nature of Beneficial Ownership
|
|
Percent of
Class |
|
Scott D. Farmer
(1)
|
15,319,339
(4)
|
|
14.2
|
%
|
Vanguard Group, Inc.
(2)
|
9,266,612
(5)
|
|
8.6
|
%
|
Blackrock, Inc.
(3)
|
6,607,462
(6)
|
|
6.1
|
%
|
(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 Vanguard Group, Inc. is P.O. Box 2600 V26, Valley Forge, Pennsylvania 19482-2600.
|
(3)
|
The mailing address of Blackrock, Inc. is 55 East 52nd Street, New York, New York 10055.
|
(4)
|
Mr. S. D. Farmer has sole voting and dispositive power over 15,319,339 shares of Cintas common stock. This amount includes (a) 903,223 shares of Cintas common stock held directly by Mr. S. D. Farmer, of which 17,600 shares are pledged, (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 indirectly by Summer Hill Partners II, LLC and 14,100 shares held indirectly by a limited liability company under control of Mr. S. D. Farmer via a trust, (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) 1,143 shares of Cintas common stock held indirectly by Mr. S. D. Farmer through an ESOP.
|
(5)
|
As reported on Schedule 13F-HR filed on August 11, 2017, Vanguard Group, Inc. has sole voting power over 130,125 shares of Cintas common stock and sole dispositive power over 9,266,612 shares of Cintas common stock.
|
(6)
|
As reported on Schedule 13F-HR filed on August 10, 2017, Blackrock, Inc. has sole voting power over 5,724,106 shares of Cintas common stock and sole dispositive power over 6,607,462 shares of Cintas common stock.
|
|
|
|
|
Common Stock
Beneficially Owned
(1)
|
|||
Name and Age of
Beneficial Owner
|
|
Position
|
|
Amount and Nature of
Beneficial Ownership
|
|
Percent of
Class
|
|
|
|
|
|
|
|
|
|
Scott D. Farmer
58
|
|
Chairman of the Board and Chief Executive Officer
|
|
15,319,339
(2)
|
|
|
14.2%
|
Richard T. Farmer
82
|
|
Chairman Emeritus of the Board
|
|
4,130,384
(3)
|
|
|
3.8%
|
Gerald S. Adolph
63
|
|
Director
|
|
38,554
|
|
|
*
|
John F. Barrett
68
|
|
Director
|
|
24,506
(4)
|
|
|
*
|
Melanie W. Barstad
64
|
|
Director
|
|
20,098
|
|
|
*
|
Robert E. Coletti
60
|
|
Director
|
|
397,142
(5)
|
|
|
*
|
James J. Johnson
70
|
|
Director
|
|
34,552
|
|
|
*
|
Joseph Scaminace
64
|
|
Director
|
|
28,509
|
|
|
*
|
Ronald W. Tysoe
64
|
|
Director
|
|
19,005
|
|
|
*
|
J. Michael Hansen
49
|
|
Senior Vice President - Finance and Chief Financial Officer
|
|
82,139
|
|
|
*
|
J. Phillip Holloman
62
|
|
President and Chief Operating Officer
|
|
161,434
|
|
|
*
|
Thomas E. Frooman
50
|
|
Senior Vice President, Secretary and General Counsel
|
|
156,962
|
|
|
*
|
Paul F. Adler
46
|
|
Vice President and Treasurer
|
|
19,630
|
|
|
*
|
All Directors and Executive Officers as a Group (13 persons)
|
|
20,432,254
(6)
|
|
|
18.9%
|
(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 – 300,097 shares; Mr. Adolph – 27,419 shares; Mr. Barrett – 14,455 shares; Ms. Barstad – 15,066 shares; Mr. Coletti – 499; Mr. Johnson – 25,743 shares; Mr. Scaminace – 21,321 shares; Mr. Tysoe – 11,123 shares; Mr. Hansen – 27,488 shares; Mr. Holloman – 25,000 shares; Mr. Frooman – 69,976 shares; and Mr. Adler – 5,262.
|
(2)
|
See Principal Shareholders on page 34.
|
(3)
|
Includes 4,129,447 shares held indirectly by Mr. R. T. Farmer through trusts for the benefit of Mr. R. T. Farmer and his spouse.
|
(4)
|
Includes 4,950 shares held by a family trust.
|
(5)
|
Includes 122,733 shares held indirectly by a limited partnership under the control of Mr. Coletti's spouse, of which 37,793 shares are pledged as security, 94,054 shares held indirectly by a family trust under the control of Mr. Coletti's spouse, 150,000 shares held by a limited liability company under the control of Mr. Coletti's spouse via a trust and 28,307 shares held indirectly by Mr. Coletti's spouse, of which 22,256 shares are pledged.
|
(6)
|
Includes options for 543,449 shares, which are exercisable within 60 days.
|
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