Cintas Corp DEFA14A Filing
Ticker: CTAS · Form: DEFA14A · Filed: Jan 7, 2025 · CIK: 723254
Sentiment: neutral
Topics: proxy-statement, governance, annual-meeting
Related Tickers: CTAS
TL;DR
Cintas Corp dropped its proxy statement, shareholders vote soon on exec pay & board.
AI Summary
Cintas Corporation filed a DEFA14A on January 7, 2025, related to its annual meeting. The filing details executive compensation, director nominations, and other corporate governance matters for the fiscal year ending May 31, 2025. Key proposals include the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm.
Why It Matters
This filing provides shareholders with crucial information regarding company governance, executive pay, and voting matters, allowing them to make informed decisions at the upcoming annual meeting.
Risk Assessment
Risk Level: low — This is a routine proxy filing (DEFA14A) that outlines standard corporate governance and shareholder voting matters.
Key Players & Entities
- CINTAS CORP (company) — Filer
- 0000950103-25-000222 (filing_id) — Accession Number
- January 7, 2025 (date) — Filing Date
- 0531 (fiscal_year_end) — Fiscal Year End
- PricewaterhouseCoopers LLP (company) — Independent Auditor
FAQ
What is the primary purpose of this DEFA14A filing?
The primary purpose of this DEFA14A filing is to provide shareholders with information regarding the company's annual meeting, including details on executive compensation, director nominations, and proposals for shareholder vote.
When was this filing submitted to the SEC?
This filing was submitted to the SEC on January 7, 2025.
What is Cintas Corporation's fiscal year end?
Cintas Corporation's fiscal year ends on May 31st.
Who is proposed to be ratified as Cintas Corporation's independent registered public accounting firm?
PricewaterhouseCoopers LLP is proposed to be ratified as Cintas Corporation's independent registered public accounting firm.
What is the principal executive office address for Cintas Corporation?
The principal executive office address for Cintas Corporation is 6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio 45262-5737.
Filing Stats: 1,792 words · 7 min read · ~6 pages · Grade level 13.2 · Accepted 2025-01-07 10:16:36
Key Financial Figures
- $275.00 — mmon and class B shares of UniFirst for $275.00 per share (the "Proposal") in cash. A c
Filing Documents
- dp223193_defa14a.htm (DEFA14A) — 38KB
- dp223193_ex9901.htm (EX-99.1) — 103KB
- dp223193_ex9902.htm (EX-99.2) — 21KB
- dp223193_ex9903.htm (EX-99.3) — 78KB
- image_001.jpg (GRAPHIC) — 7KB
- ex9902_001.jpg (GRAPHIC) — 145KB
- ex9902_002.jpg (GRAPHIC) — 772KB
- ex9902_003.jpg (GRAPHIC) — 312KB
- ex9902_004.jpg (GRAPHIC) — 320KB
- ex9902_005.jpg (GRAPHIC) — 353KB
- ex9902_006.jpg (GRAPHIC) — 358KB
- ex9902_007.jpg (GRAPHIC) — 263KB
- ex9902_008.jpg (GRAPHIC) — 274KB
- ex9902_009.jpg (GRAPHIC) — 303KB
- ex9902_010.jpg (GRAPHIC) — 375KB
- ex9902_011.jpg (GRAPHIC) — 371KB
- ex9902_012.jpg (GRAPHIC) — 38KB
- 0000950103-25-000222.txt ( ) — 5602KB
01
Item 8.01. Other Events. On January 7, 2025, Cintas Corporation (the "Company" or "Cintas") issued a press release confirming that it delivered to the Board of Directors of UniFirst Corporation ("UniFirst") a proposal to acquire all of the outstanding common and class B shares of UniFirst for $275.00 per share (the "Proposal") in cash. A copy of the press release, attached hereto as Exhibit 99.1, and the accompanying presentation slides, attached hereto as Exhibit 99.2, are incorporated herein by reference. The Company is publicly providing all six letters of correspondence between Cintas and UniFirst since November 8, 2024 related to the Proposal. Copies of the following letters are attached hereto as Exhibit 99.3 and incorporated herein by reference: 1. November 8, 2024 : Proposal letter from Mr. Todd M. Schneider, President and Chief Executive Officer of Cintas, to Messrs. Raymond C. Zemlin, Chairman of the Board of Directors of UniFirst, and Steven S. Sintros, President and Chief Executive Officer of UniFirst 2. November 25, 2024 : Email letter from Mr. Schneider to Messrs. Scott Chase, Secretary of UniFirst, Zemlin and Sintros 3. November 27, 2024 : Email letter from Messrs. Zemlin and Sintros to Mr. Schneider 4. December 3, 2024 : Email letter from Mr. Schneider to Messrs. Chase, Zemlin and Sintros 5. December 9, 2024 : Email letter from Messrs. Zemlin and Sintros to Mr. Schneider 6. December 20, 2024 : Email letter from Mr. Schneider to Messrs. Chase, Zemlin and Sintros BDT & MSD Partners is acting as Cintas' financial advisor, and Davis Polk & Wardwell LLP is serving as legal advisor.
Forward Looking Statements
Forward Looking Statements This report and the accompanying materials contain statements that constitute forward-looking statements within the meaning of the federal securities laws. All statements other than statements regarding historical facts, including, without limitation, statements regarding Cintas' current expectations, estimates and projections about its industry, its business or a transaction with UniFirst, are forward-looking statements. Cintas cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: the risk that a transaction with UniFirst may not be consummated; the risk that a transaction with UniFirst may be less accretive than expected, or may be dilutive, to Cintas' earnings per share, which may negatively affect the market price of Cintas common shares; the possibility that Cintas and UniFirst will incur significant transaction and other costs in connection with a potential transaction, which may be in excess of those anticipated by Cintas; the risk that Cintas may fail to realize the benefits expected from a transaction; the risk that the combined company may be unable to achieve anticipated synergies or that it may take longer than expected to achieve those synergies; the risk that any announcements relating to, or the completion of, a transaction could have adverse effects on the market price of Cintas common shares; and the risk related to any unforeseen liability and future capital expenditure of Cintas related to a transaction. For additional factors affecting the business of Cintas, refer to Part I – Item 1A. Risk Factors of Cintas
Financial Statements and Exhibits
Financial Statements and Exhibits. Exhibit Number Description 99.1 Cintas Corporation published a news release on January 7, 2025 captioned, "Cintas Proposes to Acquire UniFirst for $275.00 Per Share in Cash." 99.2 Presentation slides, dated January 7, 2025. 99.3 Letters of correspondence between Cintas Corporation and UniFirst Corporation. 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
SIGNATURES
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: January 7, 2025 By: /s/ J. Michael Hansen J. Michael Hansen Executive Vice President and Chief Financial Officer