Washington | 0-11399 | 31-1188630 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio | 45262-5737 | |
(Address of Principal Executive Offices) | (Zip Code) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
• | 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). |
Name | Shares For | Shares Against | Abstentions | Broker Non- 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 |
For | Against | Abstain | Broker Non-Votes | |||
106,615,110 | 575,883 | 390,965 | 3,722,393 |
For | Against | Abstain | Broker Non-Votes | |||
74,126,753 | 33,024,766 | 430,439 | 3,722,393 |
For | Against | Abstain | Broker Non-Votes | |||
105,579,137 | 1,574,271 | 428,550 | 3,722,393 |
For | Against | Abstain | ||
109,884,952 | 1,030,560 | 388,839 |
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 |
CINTAS CORPORATION | |||
Date: October 23, 2013 | By: | /s/ William C. Gale | |
William C. Gale | |||
Senior Vice President and Chief Financial Officer |
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 |
a) | “Award” shall mean, for any Plan Year, a payment made to a Participants under the terms of this Plan. |
b) | “Board of Directors” or “Board” shall mean the Board of Directors of the Company. |
c) | “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. |
d) | “Committee” shall mean the Compensation Committee or such other Committee of the Board of Directors, which shall consist solely of two or more “outside directors” within the meaning of Section 162(m) of the Code. |
e) | “Company” shall mean Cintas Corporation, a Washington corporation and its successors. |
f) | “Covered Employee” shall mean a Participant who is, or is determined by the Committee to be likely to become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provision). |
g) | “Eligible Employee” shall mean all officers and other key employees of the Company and any of its Subsidiaries. |
h) | “Maximum Amount” shall mean $5,000,000 for any Participant. |
i) | “Participant” shall mean an Eligible Employee selected to participate in the Plan pursuant to Section 5. |
j) | “Performance Objectives” shall mean the measurable performance objective or objectives established pursuant to this Plan for Participants pursuant to Section 6, Performance Objectives may be described |
i. | Profits (e.g., operating profit or income, EBIT, EBT, net income, earnings per share, residual or economic earnings, economic value added); |
ii. | Cash Flow (e.g., EBITDA, operating cash flow, total cash flow, free cash flow, residual cash flow or cash flow return on investment); |
iii. | Returns (e.g., EPS, profits or cash flow returns on: assets, invested capital, net capital employed, or equity); |
iv. | Working Capital (e.g., working capital divided by sales, days’ sales outstanding, days’ sales inventory, and days’ sales in payables, or any combination thereof); |
v. | Profit Margins (e.g., operating profit or gross profit divided by revenues or value added revenues); |
vi. | Liquidity Measures (e.g., debt-to-debt-plus-equity, debt-to-capital, debt-to-EBITDA, total debt ratio, EBITDA multiple); |
vii. | 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 |
viii. | 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 and goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures). |
k) | “Plan” shall mean the Cintas Corporation Management Incentive Plan, as amended and restated from time to time. |
l) | “Plan Year” shall mean a fiscal year or such shorter period as determined by the Committee in its sole discretion. |
m) | “Qualified Performance-Based Award” shall mean any Award (or a portion of an Award) to a Covered Employee that is intended to satisfy the requirements for “qualified performance-based compensation” under Section 162(m) of the Code. |
n) | “Subsidiary” means a corporation, partnership, joint venture, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest. |
a) | The Committee (or its designee pursuant to Section 4) may make Awards to Participants with respect to each Plan Year, subject to the terms and conditions set forth in the Plan. Awards may be either Qualified Performance-Based Awards or Awards which are not Qualified Performance-Based Awards. |
b) | With respect to Qualified Performance-Based Awards, the Committee shall determine for each such Plan Year the following (within 90 days after the commencement of each Plan Year, or such other date as required by Section 162(m) of the Code and the regulations promulgated thereunder). |
i. | The Award applicable to each Participant for the Plan Year based on one or more Performance Objectives; and |
ii. | The payout detailing the total amount which may be available for payout to each Participant based upon the relative level of attainment of the Performance Objective or Performance Objectives. |
c) | With respect to Qualified Performance-Based Awards, upon completion of a Plan Year, the Committee shall: |
i. | Certify, in writing, prior to payment of any Award, whether and to what extent the Performance Objective or Performance Objectives for the Plan Year were satisfied, and the amount available for each Participant’s Award pursuant to the payout schedule established in Section 6(b)(ii); |
ii. | Authorize payment subject to Section 7 of such amounts determined under Section 6(c)(i). |
d) | With respect to Qualified Performance-Based Awards, the Committee may not modify any terms of Awards established pursuant to this section, except to the extent that after such modification, the Award would continue to constitute qualified “performance-based compensation” for purposes of Section 162(m) of the Code. |
e) | The Committee retains the discretion to reduce the amount of any Award that would be otherwise payable to a Participant (including a reduction in such amount to zero). |
f) | Notwithstanding any other provision of this Plan, in no event shall the Award earned by any Participant for a Plan Year exceed the Maximum Amount. |