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CTAS > SEC Filings for CTAS > Form 8-K on 23-Oct-2013All Recent SEC Filings

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Form 8-K for CINTAS CORP


23-Oct-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Securit


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment No. 3 to Cintas Corporation 2005 Equity Compensation Plan At the 2013 Annual Meeting of Shareholders (the "Annual Meeting") of Cintas Corporation (the "Corporation") held on October 22, 2013, the Corporation's shareholders approved Amendment No. 3 (the "Amendment") to the Cintas Corporation 2005 Equity Compensation Plan, as amended (the "2005 Equity Compensation Plan"), which Amendment was previously approved by the Corporation's Board of Directors (the "Board"), subject to shareholder approval. The description of the Amendment provided below is qualified in its entirety by reference to the complete terms of the 2005 Equity Compensation Plan and the Amendment, copies of which are attached hereto as Exhibits 10.1 to 10.4 and/or incorporated by reference herein.
The Amendment, among other matters, generally revised the 2005 Equity Compensation Plan to help permit the Corporation to structure certain awards so that they may be able to qualify as "performance-based compensation" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). In particular, the Amendment revised the types of performance measures upon which the Compensation Committee of the Board (the "Compensation Committee") may condition performance awards granted pursuant to the amended 2005 Equity Compensation Plan. The performance measures that were adopted pursuant to the Amendment are as follows:
Profits (e.g., operating profit or income, EBIT, EBT, net income, earnings per share, residual or economic earnings, or economic value added);

Cash Flow (e.g., EBITDA, operating cash flow, total cash flow, free cash flow, residual cash flow or cash flow return on investment);

Returns (e.g., EPS, profits or cash flow returns on: assets, invested capital, net capital employed, or equity);

Working Capital (e.g., working capital divided by sales, days' sales outstanding, days' sales inventory, and days' sales in payables, or any combination thereof);

Profit Margins (e.g., operating profit or gross profit divided by revenues or value added revenues);

Liquidity Measures (e.g., debt-to-debt-plus-equity, debt-to-capital, debt-to-EBITDA, total debt ratio, or EBITDA multiple);

Sales, Value Added Sales, Sales Growth, Cost Initiative and Stock Price Metrics (e.g., revenues, revenue growth, new product sales growth, value added sales, growth in value added sales, stock price appreciation, total return to shareholders, sales and administrative costs divided by sales, sales per employee, cost targets, expense or debt reduction levels); and

Strategic Initiative Key Deliverable Metrics (e.g., product development, safety performance, strategic partnering, research and development, market penetration, geographic business expansion goals, cost targets, customer satisfaction, human resources, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, increase in yield and productivity or goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures).

In addition to revising the performance measures under the 2005 Equity Compensation Plan, the Amendment also added individual grant limits ($5 million per participant during any 12-month period) to the 2005 Equity Compensation Plan for each of restricted stock awards and performance awards. Finally, the Amendment also extended the term of the 2005 Equity Compensation Plan by an additional five years so that it will now terminate on October 18, 2018, unless terminated earlier by the Board.
Cintas Corporation Management Incentive Plan At the Annual Meeting, the Corporation's shareholders also approved the Cintas Corporation Management Incentive Plan (the "Management Incentive Plan"), which was previously approved by the Board, subject to shareholder approval. The description of the Management Incentive Plan provided below is qualified in its entirety by reference to the complete terms of the Management Incentive Plan, a copy of which is attached hereto as Exhibit 10.5 and incorporated by reference herein.


The Management Incentive Plan is the Corporation's annual incentive plan for executive officers for the fiscal year that began on June 1, 2013 and subsequent fiscal years. The Management Incentive Plan permits the Corporation to grant annual cash-based award opportunities that may meet the requirements of Section 162(m) of the Code to officers and other key employees who are selected to participate and to settle those opportunities. Each award will specify a payment amount or payment range as determined by the Compensation Committee (or any other committee appointed by the Board to administer the Management Incentive Plan). The Compensation Committee will have the exclusive right to establish and administer awards under the Management Incentive Plan and will establish a performance goal or goals in its discretion to which the awards are subject. If the Compensation Committee establishes performance goals, the number and/or value of such cash-based awards that will be paid out to the participant will depend on the extent to which the performance goals and any additional service requirements are met. The maximum annual dollar award paid to any participant for any one plan year will be $5,000,000. The performance measures approved by the Corporation's shareholders for use for awards under the Management Incentive Plan are identical to the performance measures that were adopted pursuant to the Amendment, as listed above.



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

The following matters were submitted to a vote of shareholders at the Annual Meeting:



Item No. 1: The shareholders elected the persons listed below as directors of
the Corporation. The voting results were as follows:

                                    Shares                   Broker Non-
Name                 Shares For     Against    Abstentions      Votes
Gerald S. Adolph     98,549,026    8,626,881     406,051      3,722,393
John F. Barrett      107,007,536    170,306      404,116      3,722,393
Melanie W. Barstad   98,639,436    8,539,786     402,736      3,722,393
Richard T. Farmer    102,535,408   4,643,244     403,306      3,722,393
Scott D. Farmer      106,948,687    230,160      403,111      3,722,393
James J. Johnson     107,006,453    171,340      404,165      3,722,393
Robert J. Kohlhepp   102,385,271   4,792,435     404,252      3,722,393
Joseph Scaminace     97,321,508    9,856,133     404,317      3,722,393
Ronald W. Tysoe      103,744,529   3,432,437     404,992      3,722,393

Item No. 2: The shareholders approved an advisory resolution on named executive
officer compensation. The voting results were as follows:

For Against Abstain Broker Non-Votes 106,615,110 575,883 390,965 3,722,393

Item No. 3: The shareholders approved Amendment No. 3 to the Cintas Corporation
2005 Equity Compensation Plan. The voting results were as follows:

For Against Abstain Broker Non-Votes 74,126,753 33,024,766 430,439 3,722,393

Item No. 4: The shareholders approved the Cintas Corporation Management
Incentive Plan. The voting results were as follows:

For Against Abstain Broker Non-Votes 105,579,137 1,574,271 428,550 3,722,393


Item No. 5: The shareholders approved the ratification of the selection of
Ernst & Young LLP as the Corporation's independent registered public accounting firm for fiscal 2014. The voting results were as follows:

For Against Abstain
109,884,952 1,030,560 388,839




Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number      Description
10.1        Cintas Corporation 2005 Equity Compensation Plan (incorporated herein
            by reference to the attachment to the Corporation's definitive proxy
            statement on Schedule 14A (SEC File No. 000-11399) filed with the SEC
            on September 1, 2005)
10.2        Amendment No. 1 to 2005 Equity Compensation Plan (incorporated herein
            by reference to Exhibit 10.17 to the Corporation's Annual Report on
            Form 10-K for the fiscal year ended May 31, 2011 (SEC File No.
            000-11399) fled with the SEC on July 29, 2011)
10.3        Amendment No. 2 to Cintas Corporation 2005 Equity Compensation Plan
            (incorporated herein by reference to Exhibit 10.1 to the
            Corporation's Current Report on Form 8-K (SEC File No. 000-11399)
            filed with the SEC on July 27, 2012)
10.4        Amendment No. 3 to Cintas Corporation 2005 Equity Compensation Plan
10.5        Cintas Corporation Management Incentive Plan


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