Cintas (CTAS) Proxy filing summary

Executive summary

• Fiscal 2026 saw record revenue of $11.26 billion, 8.9% growth, and all-time high gross margin of 50.7%.

• Operating income rose to $2.61 billion (23.1% of revenue), and diluted EPS increased 11.6% to $4.91.

• Adjusted diluted EPS was $4.94, up 12.3%, excluding $16.1 million in UniFirst acquisition expenses.

• $1.7 billion was returned to shareholders via buybacks and dividends.

• The company is pursuing the acquisition of UniFirst and a reincorporation from Washington to Delaware.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors, say-on-pay, auditor ratification, reincorporation to Delaware, and a shareholder proposal on majority voting.

• Board recommends FOR all management proposals and AGAINST the shareholder proposal.

• The shareholder proposal seeks to eliminate supermajority voting standards; the Board argues remaining standards are limited and protective.

Board of directors and corporate governance

• Eight director nominees, including a mix of independent and executive members, are up for election for one-year terms.

• Board leadership is split between Executive Chairman and CEO; a Lead Director presides over independent sessions.

• All standing committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors.

• Board reviews strategy, succession, and risk, and engages with shareholders on governance matters.