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)

 

 

 

 

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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