Cintas Corp DEF 14A: Executive Compensation Details

Ticker: CTAS · Form: DEF 14A · Filed: Sep 19, 2024 · CIK: 723254

Sentiment: neutral

Topics: proxy-statement, executive-compensation, sec-filing

TL;DR

Cintas DEF 14A out: exec pay details for FY24, including equity awards. Check the numbers.

AI Summary

Cintas Corp filed its DEF 14A on September 19, 2024, detailing executive compensation for the fiscal year ending May 31, 2024. The filing includes information on equity awards granted to Named Executive Officers (NEOs) and adjustments to these awards. Specific dollar amounts and dates for these awards are detailed within the compensation tables.

Why It Matters

This filing provides transparency into how Cintas Corp compensates its top executives, which can influence investor decisions and perceptions of corporate governance.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that discloses executive compensation and does not contain new material events or financial performance data.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is used to solicit shareholder votes and provides detailed information about matters to be voted on at an annual or special meeting of shareholders, including executive compensation.

When did Cintas Corp file this DEF 14A?

Cintas Corp filed this DEF 14A on September 19, 2024.

What fiscal year does the executive compensation information primarily cover?

The executive compensation information primarily covers the fiscal year ending May 31, 2024.

What type of compensation details are typically found in a DEF 14A?

DEF 14A filings typically detail executive compensation, including base salary, bonuses, stock awards, option awards, and other compensation, as well as information on the company's board of directors and corporate governance.

What is the SIC code for Cintas Corp?

The Standard Industrial Classification (SIC) code for Cintas Corp is 2320, which pertains to Men's & Boys' Furnishings, Work Clothing, and Allied Garments.

Filing Stats: 4,527 words · 18 min read · ~15 pages · Grade level 12.7 · Accepted 2024-09-19 14:17:17

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 24 Executive Officers 24 Compensation Discussion and Analysis 25 Key Elements of Compensation 26 Base Salaries 27 Annual Cash Incentives 27 Long-Term Equity Incentives 29 Health, Retirement and Other Benefits 31 Stock Ownership Guidelines 32 Anti-Hedging Policy, Change in Control Agreements and Recovery of Prior Awards 32 Equity Grant Practices 33 Compensation Risk Determination 33 Tax Considerations of O ur Executive Compensation Program 33 Summary Compensation Table 34 Grants of Plan-Based Awards Table 35 Outstanding Equity Awards Table 37 Option Exercises and Stock Vested Table 38 Nonqualified Deferred Compensation 39 Potential Payments Upon Termination, Retirement or Change in Control 40 CEO Pay Ratio 43 Pay Versus Performance 44 Approval, on an Advisory Basis, of Named Executive Officer Compensation - Item 2 49 Approval of the Cintas Corporation 2016 Amended and Restated Equity and Incentive Compensation Plan - Item 3 50 6 AUDIT COMMITTEE MATTERS 65 Audit Committee Report 65 Fees to Independent Registered Public Accounting Firm 66 Ratification of Appointment of Independent Registered Public Accounting Firm - Item 4 67 STOCK OWNERSHIP 68 Principal Shareholders 68

Security Ownership of Director Nominees and Named Executive Officers

Security Ownership of Director Nominees and Named Executive Officers 69 RELATED PERSON TRANSACTIONS 70 SHAREHOLDER PROPOSALS 71 Shareholder Proposal Regarding Disclosure of Key Diversity and Inclusion Metrics - Item 5 71 Shareholder Proposal Regarding Management of Climate Risk Through Science-Based Targets and Transition Planning - Item 6 74 Shareholder Proposal Regarding Political Disclosure - Item 7 77 INFORMATION ABOUT THE ANNUAL MEETING 80 General Information 80 Proposals for Next Year 82 QUESTIONS 84 Appendix A: The Cintas Corporation 2016 Amended and Restated Equity and Incentive Compensation Plan A- 1 7 Table of Contents CORPORATE GOVERNANCE MATTERS ELECTION OF DIRECTORS (Item 1 on the Proxy Card) The Nominating and Corporate Governance Committee of the Board has nominated for election the following individuals: Melanie W. Barstad, Beverly K. Carmichael, Karen L. Carnahan, Robert E. Coletti, Scott D. Farmer, Martin Mucci, Joseph Scaminace, Todd M. Schneider and Ronald W. Tysoe. Proxies solicited by the Board will be voted for the election of these nominees if no direction is given. All directors elected at the Annual Meeting will be elected to hold office until the next Annual Meeting, with each director to serve until such director's successor is elected and qualified or until such director's earlier death, resignation or removal. In voting to elect directors, shareholders are not entitled to cumulate their votes. Gerald S. Adolph, has decided not to stand for reelection and, thus, has not been nominated for reelection. John F. Barrett has decided not to stand for reelection having reached the mandatory retirement age in Cintas' retirement policy and thus, has not been nominated for reelection. Mr. Adolph and Mr. Barrett will retire immediately following the Annual Meeting. Mr. Adolph's and Mr. Barrett's decisions are not the result of any disagreement with the Company on any matter relating to the Company's operati

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