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LETTER FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dear Cintas Shareholder:

Our fiscal year 2022 was important for so many reasons.

The global pandemic created uncertainty for a third fiscal year, and our employee-partners rallied together like never before to support our customers and the communities we serve – even as wave after wave of COVID-19 disrupted and impacted daily life. As an essential business, Cintas helped keep our customers’ places of business clean, safe and Ready for the Workday® by providing essential products and services.

The economy was volatile last year, with significant headwinds – including inflation, energy prices and supply chain disruptions – creating significant challenges for businesses and consumers alike. I am proud of the execution by our employees, whom we call "partners". They continue to navigate an unsettled environment by focusing on our customers. Every business has a need Cintas can fulfill to help get them Ready for the Workday. Our financial results are indicative of our strong value proposition and vast total addressable market.

Cintas sales were $7.9 billion in fiscal year 2022, an increase of 10.4% over the previous year. Diluted EPS for fiscal 2022 was $11.65 compared to $10.24 in fiscal 2021, an increase of 13.8%. Fiscal year 2022 diluted EPS included a gain on sale of operating assets and a gain on an equity method investment transaction, which totaled $0.37 per share in the aggregate. For the fiscal year ended May 31, 2022, net cash provided by operations was $1.54 billion, an increase of 13.0% compared to the fiscal year ended May 31, 2021. We achieved significant accomplishments this fiscal year despite significant inflation.

We expect continued growth ahead, and we’ve been investing in our business to accommodate this expected growth. Throughout fiscal year 2022:

a.We invested significantly in further supporting our employee-partners and recruiting new talent to grow our workforce.

b.We implemented a new customer service platform to facilitate customer needs in a more personal and efficient manner.

c.We’re exploring and investing in more sustainable solutions throughout our company, in our plants, our fleet, our products and services … even how we work together to conduct our business day-to-day.

d.We’ve greatly expanded technological integrations across our enterprise.

Cintas continued to gain recognition for our efforts and success. We were recognized as one of Fortune’s World’s Most Admired Companies, as well as one of America’s Most Responsible Companies by Newsweek. We were again named to the prestigious Fortune 500 list. It is an honor to be recognized among the most successful and respected companies. We have also been included in the FTSE4Good Index Series. The FTSE4Good Index Series is designed to measure the performance of companies demonstrating strong Environmental, Social and Governance (ESG) practices. We also continue to earn respect and recognition for our people-focused programs around our Diversity, Equity and Inclusion (DEI) efforts, including awards for our programs supporting disabled, veteran and military-affiliated and sales partners.

As Cintas continues its growth trajectory, we’ve identified three priorities we believe will help drive our focus, continue to differentiate us in the market, and provide increased competitive advantages. We also believe our scale and market strength will help support our continued leadership in these three areas.

1. Technology – We are continuing our digital transformation by implementing SAP throughout the organization. SAP is the backbone of how we run our business. SAP has already helped us realize efficiencies across our enterprise.The platform enables us to work smarter by extracting information and analyzing extremely large data sets, helping us target new customers and encouraging deeper customer penetration and cross-selling. We also entered into an exciting partnership with SAP, joining their prestigious Strategic Customer Program. Being part of this exclusive program, which includes only 72 of SAP’s 190,000-plus customers, means we have new opportunities to continue transforming our business into a more data-dynamic and process-efficient operation.

We continue to invest in technology that is driving greater operating efficiencies. This includes our Smart Truck technology to help us better route our fleet, which not only saves mileage, gas and wear-and-tear, but it has also

helped us increase facetime with our customers. Our myCintas platform has allowed customers 24/7 access to Cintas, creating efficiencies in billing, ordering, messaging and delivery time.

In our production facilities and distribution centers, we’ve implemented technologies to optimize workflows, increasing both time and labor efficiencies. Some of these applications also reduce our energy and water use, and have helped us reduce our emissions. Further, we are exploring ways to leverage technology to reduce our use of raw materials and create new lives for our end-of-life products like towels, rags and uniforms.

2. Brand – Cintas has come to mean innovations, commitment, knowledge and relationships. We’re strongly identified with our Caring Service and our Deeper Knowhow. We’re very proud of the work we do and how we do it. Our employee-partners are dedicated and committed to our customers.

What our brand hasn’t always best conveyed is who we are and what we stand for, especially as society expands its expectations of business and enterprise.

This year, we began work to evolve our Cintas brand so it reflects our greater, holistic ambitions. We want to lean into our corporate character more and share it more earnestly. We are innovative. We’re proactive. We strive for achievement, both our own and our customers’. We are people-driven and care about our employee-partners, our customers and the communities we serve. We have a diverse workforce that informs and supports our success. We are committed to doing the right things and operating our business in an ethical manner. We are also approachable and inspired, collaborative and caring and appreciative and positive, traits that have personified Cintas since its inception.

3. ESG – While a recycle and reuse approach has been at the forefront of our business since its inception, a focus by stakeholders on corporate ESG strategies has increased dramatically the last few years. We have historically not been focused on sharing our ESG initiatives but instead pursued these initiatives because they are right for our customers, employee-partners, shareholders and the communities that we serve.However, the past few years we have been more deliberate in our efforts to tell our ESG story. In the past two years, we published our first two ESG reports and created a new Vice President of ESG to lead our enterprise-wide ESG strategy. In September 2021, we announced our ambition to achieve Net Zero greenhouse gas emissions by 2050.

But as we reflected on our company’s history, we quickly realized that, while the concept of ESG is fairly new, the fundamentals of ESG have been central to Cintas since its very beginnings. The sustainable business model we still use today tracks back to 1929 during the Great Depression, when Doc and Amelia Farmer collected area businesses’ discarded shop rags, took them home and laundered them, and then resold them back to the businesses. Their grandson, our Founder Dick Farmer, expanded the idea when he launched our uniform rental business in the late 1950s. Since the beginning, our company has been founded on the principles of “Reduce, Reuse, Recycle.”

Dick also had a deep respect for the people in our organization, and a laser focus on our customers’ success. He insisted the business was run to the highest of ethical standards, with a robust corporate culture to guide the company. He grew Cintas based on ESG fundamentals, long before ESG was a recognized concept. As the company grew and Bob Kohlhepp and Scott Farmer later succeeded Dick as CEO, we added business lines to support cleanliness, health and safety. We focused on diversity, equity and inclusion in our workforce. We challenged norms with Operational Excellence, pushing for greater efficiencies in processes that also reduced our energy and water use. All of these decisions were made for business purposes, but they all also supported ESG priorities.

Now with broader cultural focus on ESG, we are confident that Cintas’ growth under a sustainable business model has positioned us well for future strength and leadership in the ESG world.

Thank you for your ongoing support of Cintas, and we look forward to another successful year.

Todd M. Schneider

President and Chief Executive Officer

Preliminary Proxy Statement – Subject to Completion

6800 Cintas Boulevard

Cincinnati, Ohio 45262

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

On behalf of the Board of Directors (the Board) and employee-partners of Cintas Corporation (the Company), I invite you to attend our Annual Meeting of Shareholders (Annual Meeting) on October ~~27, 2020,~~25, 2022, at ~~10:00~~11:30 a.m. Eastern Daylight Time. This year’s Annual Meeting will be a virtual meeting of shareholders. We believe that hosting a virtual meeting supports the health and well-being of our shareholders, employee-partners and their families in light of the ongoing novel coronavirus (COVID-19) pandemic and provides expanded access, improved communication and cost savings for our shareholders and the Company. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/~~CTAS2020~~CTAS2022. You will not be able to attend the Annual Meeting in person.

We have designed our virtual format to enhance, rather than constrain, stockholder access and participation. For example, if you experience technical difficulties during the Annual Meeting, there will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or voting atduring the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be listed on the Annual Meeting login web page.

This booklet includes notice of the meeting and the proxy statement. The proxy statement tells you more about the agenda and procedures for the meeting. It also describes how the Board operates and gives personal information about our director nominees.

Shareholders entitled to vote at this Annual Meeting are those of record as of the close of business on ~~September 2, 2020.~~August 29, 2022. Please note that only shareholders of record or holders of valid proxies from such shareholders may attend online or vote during the meeting. Even if you are planning to attend the virtual meeting, you are strongly encouraged to vote your shares in advance through one of the methods described in the proxy statement.

We are once again pleased to take advantage of U.S. Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. As a result, we are mailing to most of our shareholders a Notice of Internet Availability of Proxy Materials (the Notice) instead of a paper copy of the proxy statement, the accompanying proxy card and our ~~2020~~2022 Annual Report. The Notice contains instructions on how to access and review those documents over the Internet and vote online, as well as how shareholders can elect to receive paper copies of the proxy statement, proxy card and ~~2020~~2022 Annual Report free of charge. We believe that this process will allow us to provide our shareholders with the information they need in a timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

Whether or not you plan to attend the meeting, please complete and return your proxy card or vote by telephone or via the Internet by following the instructions on your proxy card.

Scott D. Farmer

Executive Chairman of the Board ~~and Chief Executive Officer~~September 13, 2022

~~September 15, 2020~~


NOTICE OF ANNUAL MEETING OF ~~ANNUAL MEETING OF~~ SHAREHOLDERS OF CINTAS CORPORATION



Time:						~~10:00~~11:30 a.m., Eastern Daylight Time
Date:						October ~~27, 2020~~25, 2022
Place:						Online at www.virtualshareholdermeeting.com/~~CTAS2020~~CTAS2022
Access:						Visit www.virtualshareholdermeeting.com/~~CTAS2020.~~CTAS2022. To be able to access the Annual Meeting, you must have your 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials).
Purpose:						1. To elect as directors, the ~~eight~~nine nominees named in the attached proxy materials;
						2. To approve, on an advisory basis, named executive officer compensation;
						3. To ratify Ernst & Young LLP as our independent registered public accounting firm for fiscal ~~2021;~~2023;
						4. To approve amendments to the Company’s Restated Articles of Incorporation to eliminate the supermajority voting requirement for business combinations with interested persons;
						5. To approve amendments to the Company’s Restated Articles of Incorporation to eliminate the supermajority voting requirement to remove directors for cause;
						6. To approve amendments to the Company’s Restated Articles of Incorporation to eliminate the supermajority voting requirement for shareholder approval of mergers, share exchanges, asset sales and dissolutions;
						7. To vote on a shareholder proposal ~~requesting us to provide~~regarding a ~~semiannual~~special shareholder meeting improvement, if properly presented;
						8. To vote on a shareholder proposal regarding a report on political contributions, if properly presented; and
						5.9. To conduct other business, if properly raised.

Only shareholders of record on ~~September 2, 2020,~~August 29, 2022, are entitled to notice of and to vote at, or attend, the meeting or any adjournment thereof. The approximate mailing date of the Notice of Internet Availability of Proxy Materials is September ~~15, 2020.~~13, 2022.

The vote of each shareholder is important. Whether or not you plan to virtually attend the ~~2020 annual meeting,~~2022 Annual Meeting, please vote at your earliest convenience. You can vote your shares by completing and returning the proxy card sent to you. Shareholders can also vote their shares over the Internet or by telephone by following the voting instructions on the proxy card.

~~Thomas E. Frooman~~

D. Brock Denton

Senior Vice President, ~~Secretary~~General Counsel, and ~~General Counsel~~Secretary

September ~~15, 2020~~13, 2022

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders To Be Held on October ~~27, 2020~~25, 2022

The Notice of Annual Meeting, ~~2020~~2022 Proxy Statement, the Company's ~~2020~~2022 Annual

Report and Form of Proxy are available at www.cintas.com

Cintas makes available, free of charge on its website, all of its filings that are made electronically with the Securities and Exchange Commission (SEC), including Forms 10-K, 10-Q and 8-K. These filings are also available on the SEC's website (www.sec.gov). To access these filings, go to our website (www.cintas.com) and select About Us - Investors - Financial Reports. Copies of Cintas' Annual Report on Form 10-K for the fiscal year ended May 31, 2020, including financial statements and schedules thereto, filed with the SEC, are also available without charge to shareholders upon written request addressed to:

~~Thomas E. Frooman~~

~~Senior Vice President, Secretary and General Counsel~~

~~6800 Cintas Boulevard~~

~~Cincinnati, Ohio 45262-5737~~

~~Cintas Corporation~~

~~6800 Cintas Boulevard~~

~~Cincinnati, Ohio 45262~~

~~ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 27, 2020~~

~~General Information~~

This proxy statement and accompanying proxy, mailed or provided online, are furnished in connection with the solicitation by the Board of Directors (the Board) of Cintas Corporation, a Washington corporation (we, Cintas or the Company), of proxies to be used at the Annual Meeting of Shareholders (Annual Meeting) of Cintas to be held on October 27, 2020, and at any adjournment or postponement thereof. This year’s Annual Meeting will be a virtual meeting of shareholders, which means that you will be able to participate in the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting ~~www.virtualshareholdermeeting.com/CTAS2020~~. Cintas will bear the costs of this solicitation. The Notice Regarding the Availability of Proxy Materials (the Notice) and, for those shareholders who requested paper copies, this proxy statement and accompanying proxy, were first mailed to our shareholders on or about September 15, 2020.

~~Attendance and Participation~~

~~We will be hosting the Annual Meeting live via the Internet.~~ ~~You will not be able to attend the Annual Meeting in person.~~ Shareholders will have substantially the same opportunities to participate as they would have at an in-person meeting. Any shareholder can listen to and participate in the Annual Meeting live via the Internet at ~~www.virtualshareholdermeeting.com/CTAS2020~~. The webcast will start at 10:00 a.m., Eastern Daylight Time, on October 27, 2020. We encourage shareholders to access the Annual Meeting webcast before the start time. On the day of the Annual Meeting, online access will begin at 9:45 a.m., Eastern Daylight Time.

If shareholders encounter any difficulties accessing the Annual Meeting webcast during the check-in or meeting time, there will be a technical support number posted on the virtual meeting login page for assistance. Technical support will be available beginning at 9:45 a.m., Eastern Daylight Time, on October 27, 2020 through the conclusion of the Annual Meeting.

The virtual Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Shareholders should ensure that they have a strong internet connection if they intend to attend and/or participate in the Annual Meeting. Shareholders should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

Shareholders may vote and submit questions while connected to the Annual Meeting on the Internet. Shareholders may submit a question by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/CTAS2020, typing the question into the “Ask a Question” field and clicking “Submit.” Appropriate questions related to the business of the Annual Meeting (the proposals being voted upon) will be answered during the Annual Meeting, subject to time constraints. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered on our website at www.cintas.com, under About Us – Investors as soon as practical after the Annual Meeting. Additional information regarding the ability of shareholders to ask questions during the Annual Meeting, related rules of conduct and other materials for the Annual Meeting will be available at www.virtualshareholdermeeting.com/CTAS2020.

~~Instructions on how to connect and participate in the Annual Meeting, including how to demonstrate proof of ownership of our common shares, are posted at~~ ~~www.virtualshareholdermeeting.com/CTAS2020~~. You must have your 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials), to be able to access the Annual Meeting.

Shareholders of Cintas, recorded in our stock register on September 2, 2020, may vote at the Annual Meeting. As of that date, Cintas had 105,546,754 shares of common stock outstanding, including 993,334 outstanding shares of restricted stock. Each share is entitled to one vote on each matter submitted to the shareholders at the Annual Meeting.

If you are a registered shareholder, there are several ways for you to vote. You may attend the Annual Meeting via the Internet and vote during the Annual Meeting. You may also vote by Internet before the date of the Annual Meeting, by proxy or by telephone using one of the methods described in the proxy card. We recommend you vote by mail, Internet or telephone even if you plan to attend the Annual Meeting. If you vote by Internet or telephone, please do not return the proxy card. If voting by mail, please complete, sign and date your proxy card enclosed with these proxy materials. If desired, you can change your vote at the Annual Meeting.

~~How proxies work~~

Cintas' Board is asking for your proxy. Giving us your proxy means you authorize us to vote your shares at the Annual Meeting in the manner you direct. You may vote for all, some or none of our director nominees. You may also vote for or against the other proposals or abstain from voting.

All proxies properly signed will, unless a different choice is indicated, be voted "FOR" the election of all nominees proposed by the Nominating and Corporate Governance Committee, "FOR" the resolution approving the compensation of our named executive officers, "FOR" the ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2021 and "AGAINST" the shareholder proposal regarding the reporting on political contributions.

You may receive more than one proxy or voting card depending on how you hold your shares. Shares registered in your name are covered by one card. If you hold shares through someone else, such as a stockbroker or bank, you may get material from them asking how you want to vote. Specifically, if your shares are held in the name of your stockbroker or bank and you wish to vote in person at the virtual shareholder meeting, you should request your stockbroker or bank to issue you a proxy covering your shares.

~~If any other matters come before the meeting or any postponement or adjournment, each proxy will be voted in the discretion of the individuals named as proxies on the card.~~

~~Revoking a proxy~~

You may revoke your proxy at any time before the vote is taken by submitting a new proxy with a later date, by voting via the Internet or by telephone at a later time, by participating in the Annual Meeting live via the Internet and voting again or by notifying Cintas' Secretary in writing at the address under "~~Questions" on page 39.~~

In order to carry on the business of the Annual Meeting, we must have a quorum. This means at least a majority of the outstanding shares eligible to vote must be represented at the Annual Meeting, either by proxy or in person.

Each director nominee will be elected by the majority of the votes cast with respect to that nominee, subject to a resignation policy in our Bylaws that applies to any nominee who does not receive a majority of the votes cast. See "~~Election of Directors~~" on page 3. Approval of Proposals 2, 3 and 4 requires the affirmative vote of the majority of the votes cast on each proposal. Approval of all other matters considered at the meeting, including postponement or adjournment, will require the affirmative vote of a majority of the votes cast.

Abstentions (including abstentions with respect to one or more nominees) and broker nonvotes count for quorum purposes, but not for voting purposes. Broker nonvotes occur when a broker returns a proxy, but does not have authority to vote on a particular proposal.

Banks or brokers holding shares for beneficial owners must vote those shares as instructed. If the bank or broker has not received instructions from you, the beneficial owner, the bank or broker generally has discretionary voting power only with respect to the ratification of appointment of the independent registered public accounting firm. A bank or broker does not have discretion to cast votes with respect to Proposal 1, 2 or 4 unless it has received voting instructions from the beneficial owner of the shares. It is therefore important that you provide instructions to your bank or broker if your shares are held by such a bank or broker so that your votes with respect to these Proposals are counted. Abstentions and broker nonvotes will have no effect on Proposals 1, 2 or 4 and abstentions will have no effect on Proposal 3. Because Proposal 3 is a "routine" matter, there will be no broker nonvotes on this Proposal.


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, namely: Gerald S. Adolph, John F. Barrett, Melanie W. Barstad, Karen L. Carnahan, Robert E. Coletti, Scott D. Farmer, 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 resignation or removal. In voting to elect directors, shareholders are not entitled to cumulate their votes. ~~Pursuant to Cintas’ retirement policy, James J. Johnson has not been nominated for re-election and will be retiring immediately following the Annual Meeting.~~

In accordance with NASDAQ Stock Market, LLC (NASDAQ) rules, our Board affirmatively determines the independence of each director and nominee for election as a director in accordance with the elements of independence set forth in the NASDAQ listing standards and rules promulgated under the Securities Exchange Act of 1934. Cintas' director independence standards, incorporated in the Corporate Governance Guidelines, are available on our website at www.cintas.com, under About Us – Investors – Corporate Governance. Based on these standards, the Board determined that each of the following nonemployee directors is independent: Gerald S. Adolph, John F. Barrett, Melanie W. Barstad, Karen L. Carnahan, ~~James J. Johnson,~~ Joseph Scaminace and Ronald W. Tysoe. Our Audit, Compensation and Nominating and Corporate Governance Committees are composed solely of independent directors. All directors are elected for one-year terms. Information on each of our nominees is given below.

An uncontested election is one in which the number of nominees does not exceed the number of directors to be elected. In an uncontested election, like this election, our Bylaws require that any nominee who does not receive a majority of the votes cast with respect to such nominee must promptly offer his or her resignation to the Board. The Nominating and Corporate Governance Committee will take the matter under advisement and make a recommendation to the Board on whether to accept or reject the resignation or whether other action should be taken. The Board has 90 days following certification of the shareholder vote to consider the offer of resignation. Within such 90-day period, the Board will promptly disclose publicly its decision whether to accept the director's resignation offer.

If a director nominee becomes unavailable before the election, your proxy card authorizes us to vote for a replacement nominee if the Board names one.

~~Director Nominees~~

The Board recommends you vote FOR each of the following nominees:


Gerald S. Adolph
Age: 68
Director Since: 2006
Independent Director
Board Committees: - Compensation Committee (Chair) - Nominating and Corporate Governance Committee


~~Gerald S. Adolph~~Background⁽¹⁾⁽²⁾ 66						: Gerald S. Adolph was ~~elected~~ a ~~Director of Cintas in 2006. He is the Chairman of the Compensation Committee. Mr. Adolph was a Principal~~Senior Partner with ~~PWC Strategy& (formerly~~Booz Allen Hamilton (later changed to Booz & Company), a consulting firm, from 1981 to 2016. Mr. Adolph held numerous ~~leadership~~ positions at Booz & Company, including Worldwide Chemicals Practice Leader, Worldwide Consumer and Health Practice Leader and Global Mergers and Restructuring Practice Leader. He also served on the Booz Allen Hamilton board of directors from 1994 to 1997.

Qualifications and Key Skills: The Board believes that Mr. Adolph's consulting experience, giving him insight into various corporate governance and business management issues, as well as his status as an independent director, ~~make~~makes his service on the Board integral to Cintas.


John F. Barrett
Age: 73
Director Since: 2012
Independent Director
Board Committees: - Audit Committee - Nominating and Corporate Governance Committee


Background: John F. ~~Barrett~~⁽²⁾⁽⁴⁾ 71						~~John F. Barrett was elected a Director of Cintas in 2012. Mr.~~ Barrett is the Chairman, President and Chief Executive Officer of Western & Southern Financial Group, a Cincinnati-based diversified family of financial services companies. He has been Chief Executive Officer since 1994. He served as a director of Convergys Corporation from 1998 to 2016, The Fifth Third Bancorp and its subsidiary, The Fifth Third Bank, from 1988 to 2009, The Andersons, Inc. from 1992 to 2008 and Cincinnati Bell Inc. from 1992 to 1998.

Qualifications and Key Skills: The Board believes that Mr. Barrett's principal executive officer experience and service as a director of other publicly-traded companies, which have provided him with a deep understanding of business matters, his broad financial acumen and his status as an independent director, ~~makes~~make his service on the Board valuable to Cintas.


Melanie W. Barstad
Age: 69
Director Since: 2011
Independent Director
Board Committees: - Compensation Committee - Nominating and Corporate Governance Committee


Background: Melanie W. ~~Barstad~~⁽¹⁾⁽²⁾ 67						~~Melanie W. Barstad was elected a Director of Cintas in 2011. Ms.~~ Barstad was with the Johnson & Johnson Family of Companies, a diversified global provider of consumer products, prescription medicines and medical devices, for 23 years, retiring in 2009 as President of Women's Health in the Medical Device and Diagnostics Division. She served as a management board member on numerous Johnson & Johnson operating company boards from 1997 to 2009, including Johnson & Johnson Health Care Systems, Ethicon Endo Surgery and Johnson & Johnson Medical. Ms. Barstad also served as co-chair of the Johnson & Johnson Women's Leadership Initiative and served on the Auburn University Foundation Board of Directors from 2008 to 2016, where she chaired the Directorship Committee and served on the Executive Committee. She was recognized in 2018 by the Auburn University Alumni Association receiving the Auburn University Lifetime Achievement Award. Ms. Barstad was honored in 2019 by Women Inc. as one of the 2019 Most Influential Corporate Board Directors. She has also been ~~been~~ included in the Agenda Compensation 100 listing and has been listed in Europe's Global Board Ready Women's Initiative.

Qualifications and Key Skills: The Board believes that Ms. Barstad's experience running complex, enterprise-wide global businesses as a line executive and as a management board member and her status as an independent director, makes her service on the Board valuable to Cintas.

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Karen L. Carnahan
Age: 68
Director Since: 2019
Independent Director
Board Committees: - Audit Committee (financial expert under SEC guidelines) - Nominating and Corporate Governance Committee


Background: Karen L. ~~Carnahan~~⁽²⁾⁽⁴⁾ 66						~~Karen L. Carnahan was elected a Director of Cintas in 2019. Ms.~~ Carnahan was an employee-partner of Cintas for more than 30 years, where she served at an executive level for more than 20 years, including the roles of Vice President and Treasurer, Vice President of Corporate Development and President and Chief Operating Officer of Cintas' document management division. In 2014, Ms. Carnahan joined Shred-it International Inc. (Shred-it) as chief operating officer when Cintas' document management business merged with Shred-it, from which she then retired in 2015. Ms. Carnahan is on the Board of Trustees of Touchstone Investments (a member of Western & Southern Financial Group), and is a member of the Board of Directors of the Boys & Girls Club of West Chester/~~Liberty and is on the Board of Advisors of Best Upon Request.~~Liberty. In addition, Ms. Carnahan has received several prestigious awards including being named a Woman of Excellence by the West Chester, Ohio Chamber Alliance in 2007, a Greater Cincinnati YWCA Career Woman of Achievement in 2009 and ~~receiving~~received the Ohio Diversity Council's Glass Ceiling Award in 2013.

Qualifications and Key Skills: The Board believes that Ms. Carnahan's understanding of Cintas through her many years as a trusted employee-partner at Cintas, her status as an independent director and the fact that she is an "audit committee financial expert" under SEC guidelines, ~~makes~~make her service on the Board beneficial to Cintas.


Robert E. Coletti
Age: 65
Director Since: 2016
Board Committees: - Executive Committee - Audit committee financial expert under SEC guidelines


Background: Robert E. ~~Coletti~~⁽³⁾⁽⁵⁾ 63						~~Robert E. Coletti was elected a Director of Cintas in 2016. Since 2018, Mr.~~ Coletti has served as a retired partner emeritus of the law firm of Keating Muething & Klekamp PLL (KMK). Mr. Coletti joined KMK in 1982, where he became a partner in 1988 and a senior partner in 2016, with a practice concentrated in the corporate, securities and financing areas. Mr. Coletti ~~has been serving~~currently serves on the Board of Directors of The Everglades Foundation and Gilligan Oil Company. Mr. Coletti served on the Miami University Board of Trustees ~~since 2014.~~from 2014 to 2021. He was a Trustee of the Miami University Foundation from 2006 to 2012, where he also served as Chairman of the Board from 2010 to 2012.

Qualifications and Key Skills: The Board believes that Mr. Coletti's knowledge of Cintas, gained through his many years of advising Cintas and his legal expertise surrounding complicated business matters, ~~makes~~make his service on the Board valuable to Cintas.

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Scott D. Farmer
Age: 63
Director Since: 1994
Board Committees: - Executive Committee


~~Scott D. Farmer~~Background⁽³⁾⁽⁵⁾ 61						: Scott D. Farmer joined Cintas in 1981. He has held the positions of Vice President – National Account Division, Vice President – Marketing and Merchandising, Rental Division Group Vice President and Chief Operating Officer. ~~In 1994, he was elected to the Board.~~ He was elected Chief Executive Officer in July 2003. Mr. Farmer was appointed Chairman of the Board in September ~~2016.~~2016, and upon his retirement as Chief Executive Officer, effective May 31, 2021, he was appointed Executive Chairman of the Board.

Qualifications and Key Skills: The Board believes that Mr. Farmer's breadth of knowledge and experience in the areas of marketing, business development and corporate strategy, as well as his familiarity with all aspects of Cintas' business, ~~renders~~render his service on the Board extremely beneficial to Cintas.


Joseph Scaminace
Age: 69
Director Since: 2010
Independent Director
Board Committees: - Compensation Committee - Nominating and Corporate Governance Committee (Chair) - Executive Committee (Chair)


Background: Joseph Scaminace^(1)(2)(3) 67						~~Joseph Scaminace was elected a Director of Cintas in 2010. He~~ is designated as Lead Director of the Cintas Board of ~~Directors and is Chairman of the Executive Committee and the Nominating and Corporate Governance Committee.~~Directors. Mr. Scaminace was Chairman, President and ~~CEO~~Chief Executive Officer of Vectra Corporation (formerly OM Group, Inc.), a diversified industrial growth company, from 2005 until his retirement in 2015. Prior to joining Vectra Corporation, Mr. Scaminace was the President and Chief Operating Officer of The Sherwin-Williams Company, a paint and coatings company, where he had worked in various capacities since 1983. He is a member of the Board of Trustees of The Cleveland Clinic. Mr. Scaminace is also a Director of Parker Hannifin ~~Corporation~~Corporation.

Qualifications and ~~a Director of Notre Dame College (South Euclid, Ohio).~~Key Skills: The Board believes that Mr. Scaminace's principal executive officer experience and service as a director of another publicly-traded company, which have provided him insight into high-level corporate governance and executive compensation matters, as well as his independent director status, make him an integral member of Cintas' Board.

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Todd M. Schneider
Age: 55
Director Since: 2021


~~Ronald W. Tysoe~~Background⁽²⁾⁽⁴⁾: Todd M. Schneider joined Cintas in 1989. He has held various positions within Cintas, including several management positions. He was Vice President of Sales of the Midwest/South Central Region Rental Division and President and Chief Operating Officer of the former Document Management Division. He served as Senior Vice President of Sales of the Rental Division until June 2013, when he was appointed President & Chief Operating Officer of the Rental Division. In July 2018, Mr. Schneider was appointed Executive Vice President and Chief Operating Officer where he was responsible for marketing and operations. Effective June 1, 2021, upon the retirement of Scott D. Farmer, Mr. Schneider was appointed President and Chief Executive Officer of Cintas.

Qualifications and Key Skills: The Board believes Mr. Schneider's extensive knowledge of Cintas through his various management and leadership roles makes his service on the Board extremely beneficial to Cintas.


Ronald W. Tysoe ~~was elected a~~
Age: 69
Director ~~of Cintas in 2008. He is the Chairman of the~~Since: 2008
Independent Director
Board Committees: - Audit ~~Committee. He~~Committee (Chair) (financial expert under SEC guidelines) - Nominating and Corporate Governance Committee


Background: Ronald W. Tysoe served as Vice Chairman of Federated Department Stores, Inc. (now known as Macy's Inc.), a clothing and home furnishings company, from April 1990 to October 2006. Mr. Tysoe ~~is also~~has previously served as a ~~Director~~director of Taubman Centers, Inc. ~~and~~from 2007 to 2020, J. C. Penney Company, Inc. ~~He previously served as a director of~~from 2013 to 2020, Canadian Imperial Bank of Commerce from 2004 to 2019, Pzena Investment Management Inc. from 2008 until 2013 and Scripps Networks Interactive, Inc. from 2008 to 2018.

Qualifications and Key Skills: The Board believes that Mr. Tysoe's service as a Vice Chairman of another publicly-traded company, his independent director status and the fact that he is an "audit committee financial expert" under SEC guidelines, given his understanding of accounting and financial reporting, disclosures and controls, make his Board service extremely beneficial to Cintas.

~~___________~~

⁽¹⁾

~~Member~~Table of ~~the Compensation Committee of the Board.~~Contents

BOARD DIVERSITY

⁽²⁾~~Member~~We believe it is important that our Board is composed of individuals reflecting the diversity represented by our employees-partners, our customers, and our communities. Our Nominating and Corporate Governance Committee takes into account, among other factors which it may deem appropriate, the judgment, skill, diversity, business experience and needs of the Board as its function relates to the business of Cintas when nominating directors.

On August 6, 2021, the SEC approved the NASDAQ's proposal, as amended, to implement diversity disclosure requirements for companies listed on NASDAQ’s exchanges, including the NASDAQ Global Select Market. NASDAQ’s goal in implementing these new requirements is to “provide stakeholders with a better understanding of the company’s current board composition and enhance investor confidence that all listed companies are considering diversity in the context of selecting directors.” Generally, NASDAQ Marketplace Rule 5605(f), the rule that sets forth the new diversity disclosure requirements, requires companies to (a) have at least two diverse directors on its board or to explain the company’s reasons for not meeting this diversity objective, and (b) disclose the current composition of the company’s board of directors in the form of a Board Diversity Matrix, which is set forth below.

Cintas is committed to diversity, equity and inclusion, and to attracting, hiring and retaining a diverse workforce that is representative of the communities we serve. This commitment extends to the diverse composition of the Board.

⁽³⁾~~Member~~ As noted in the Board Diversity Matrix below, 22% of the ~~Executive Committee~~current Board members self-identify as female and 11% of the ~~Board.~~current Board members self-identify as African American or Black.

⁽⁴⁾~~Member~~The Board Diversity Matrix set forth below reports self-identified diversity statistics for the Board prior to the Annual Meeting. Should each of the ~~Audit Committee~~nominees for director under Item 1 be reelected to the Board at the Annual Meeting, the diversity statistics set forth below would remain the same after the completion of the ~~Board.~~Annual Meeting.

⁽⁵⁾


Board Diversity Matrix (As of August 31, 2022)
Total Number of Directors:	9

Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	2	7	0	0

Part II: Demographic Background
African American or Black	0	1	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	2	6	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0	0	0	0
Did Not Disclose Demographic Background	0	0	0	0

~~Scott D. Farmer is the brother-in-law of Robert E. Coletti.~~

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CORPORATE

GOVERNANCE

Cintas is a Washington corporation and, therefore, governed by the corporate laws of Washington. Since its stock is publicly traded on the NASDAQ Global Select Market and it files reports with the SEC, it is also subject to the rules of NASDAQ, as well as various provisions of federal securities laws and the Sarbanes-Oxley Act of 2002 (SOX).

Governance of the Company is placed in the hands of the directors who, in turn, elect officers to manage the business operations. The Board oversees the management of Cintas on your behalf. It reviews Cintas' long-term strategic plans and exercises direct decision making authority in all major decisions, such as significant acquisitions, deconsolidations and the declaration of dividends. The Board also reviews financial and internal controls and management succession plans.

Cintas expects all directors to attend all regularly scheduled Board and shareholder meetings. All directors attended the 2019 Annual Meeting of Shareholders. During fiscal 2020, the Board met on five occasions. Each of Cintas' directors attended all meetings of the Board and committees of which they were a member during fiscal 2020, except for Mr. Johnson, who was unable to participate in one telephonic audit committee meeting. In addition, the independent directors met in executive session on four occasions during fiscal 2020 without the presence of the non-independent director and management directors. The Lead Director presided over each session.

Shareholders may communicate with the full Board or individual directors on matters concerning Cintas by mail or through our website. Such communication should be sent to the attention of the Secretary. Interested persons may communicate directly and confidentially with our non-management directors by writing to ~~Thomas E. Frooman,~~D. Brock Denton, 6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio 45262-5737. However, any such communications that are considered to be improper for submission to the intended recipients will not be provided to the directors. Examples of communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate, directly or indirectly, to Cintas' business or communications that relate to improper or irrelevant topics. In addition, please note that the Secretary will not forward communications that are spam, junk mail or mass mailings, resumes and other forms of job inquiries, surveys and business solicitations or advertisements.

The Board has adopted the Cintas Code of Conduct and Business Ethics applicable to officers, directors and employee-partners. A copy of the Cintas Code of Conduct and Business Ethics is available on our website, www.cintas.com, under About Us. Cintas intends to post on its website within four business days after approval any amendments or waivers to the Code of Conduct and Business Ethics.BOARD'S ROLES AND RESPONSIBILITIES

The directors have organized themselves into the committees described below to help carry out Board responsibilities. In particular, Board committees work on key issues in greater detail than would be possible at full Board meetings. Each committee reviews the results of its meetings with the full Board.

The Executive Committee is composed of Joseph Scaminace (Chairman), Scott D. Farmer and Robert E. Coletti. The Executive Committee acts for the Board as required between Board meetings. This Committee had no meetings in fiscal 2020.

Each of the Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee is composed entirely of independent, nonemployee directors, each of whom meets the relevant independence requirements established by NASDAQ and SOX that apply to their particular assignments.

~~Board~~ Leadership Structure

The Board is responsible for evaluating and determining Cintas' leadership structure. ~~Mr. Farmer has been Cintas'~~Currently, two separate individuals serve in the capacities of Chairman and Chief Executive Officer (CEO), respectively. Mr. Scott D. Farmer was appointed Executive Chairman of the Board on June 1, 2021 upon his retirement as CEO, and Mr. Todd M. Schneider ceased serving as Executive Vice President and Chief Operating Officer of the Company and transitioned to the position of President and CEO of the Company to replace Mr. Farmer on June 1, 2021. Mr. Schneider was also appointed to the Board on June 1, 2021.

Mr. Farmer had been Cintas' CEO since 2003 and Chairman of the Board since fiscal 2017. ~~The~~As Executive Chairman, Mr. Farmer is responsible for presiding over all meetings of the Board and shareholders, setting agendas for Board meetings and providing advice and counsel to Cintas' management regarding Cintas' business and operations. Mr. Schneider has ~~no policy~~been employed by Cintas since 1989, serving in various management and executive capacities. As CEO, Mr. Schneider is responsible for the general management, oversight, supervision and control of the business and affairs of Cintas, and ensuring that all actions and resolutions of the Board are carried into effect. With their many years of experience with ~~respect to~~Cintas, the ~~separation of these offices. The~~ Board believes that Mr. Farmer and Mr. Schneider are uniquely qualified to be Cintas' Executive Chairman and CEO, respectively. We believe that this ~~issue~~leadership structure is ~~part of~~currently the ~~succession planning process and that it is in the best interests of the Company~~most appropriate for the Board to consider it each time that it elects the CEO. The Board recognizes that there may be circumstances in the future that would lead it to separate these offices, but it believes that there is no reason to do so at this time.Cintas.

In electing the Chairman and appointing the CEO, the Board considers nominees' knowledge of and experience with Cintas and its corporate culture, general industry experience and other executive skills. Our Board recognizes that, depending on the circumstances, leadership models other than the current model might be appropriate. Our corporate governance guidelines provide that the Board selects the Chairman of the Board in the manner that it determines to be in the best interests of Cintas' shareholders.

The Board believes that having Mr. Farmer serve as both Chairman and CEO provides the most optimal leadership model by enhancing Mr. Farmer's ability to provide clear insight and direction of business strategies and plans to both the Board and management, which facilitates the efficient and effective functioning of the Board and our Company. As both a director and officer, Mr. Farmer fulfills a valuable leadership role that the Board believes is essential to the continued success of the Company’s business operations at this time while providing unified leadership and focus. In the Board’s opinion, Mr. Farmer’s dual role enhances the Company’s ability to coordinate long-term strategic direction with important business opportunities at the operational level. His dual role also enhances his ability to provide insight and direction on important strategic initiatives impacting the Company and its shareholders to both management and the independent directors. With his many years of experience with Cintas, the board believes that Mr. Farmer is uniquely qualified to be Cintas' Chairman and CEO. We balance the current combined roles of Chairman and CEO by the appointment of a Lead Director. Notably, some governance commentators have concluded that there is no reason for a split in these roles when a counterbalance, such as a Lead Director, is present. Additionally, other commentators have noted that there is no evidence that separation of these roles improves company performance or shareholder returns.

~~The Board~~ designates a nonemployee director to serve as the Lead Director to preside over meetings of independent directors, coordinate the activities of the other nonemployee directors, act as liaison among other directors, preside at Board meetings in the absence of the Chairman and to perform such other duties and responsibilities as the Board may determine. The Board has designated Joseph Scaminace as the Lead Director.

~~The Board's Role in~~

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Risk Oversight

The entire Board, rather than a separate board committee, oversees Cintas' risk management process. Cintas relies on a comprehensive enterprise risk management (ERM) process to aggregate, monitor, measure and manage risks. The ERM approach is designed to enable the Board to establish a mutual understanding with management of the effectiveness of Cintas' risk management practices and capabilities, to review Cintas' risk exposure and to elevate certain key risks for discussion at the Board level as appropriate.

Our senior management is responsible for identifying, assessing and managing the Company's exposure to risk, and we have established a risk committee which is responsible for overseeing and monitoring our risk strategy and chartering risk mitigation related actions. The risk committee is chaired by the President and CEO and has broad-based functional representation, including the Vice President of Environmental, Social and Governance (ESG) and Chief Compliance Officer, and senior management from Cintas' corporate audit, compliance, legal, operations, security and finance areas. The President and CEO is the only member of the Board on the risk committee.

The risk committee has scheduled quarterly meetings, which may or may not take place depending on the current needs. At its meetings, the risk committee discusses risks to Cintas' business (operational, financial and legal), the potential impact to the business and the probability of occurrence in order to determine the best solution and identify the need for resource allocation. This process includes evaluating management's preparedness to respond to the risk if realized. For example, ~~in the latter part of~~during fiscal ~~2020,~~2022, the Board ~~has engaged in~~ increased its dialogue with management regarding the reputational, business and financial risks associated with the company's cyber security strategies and protocols. In addition, the Board continued to engage in dialogue with management regarding the reputational, business and financial risks associated with the COVID-19 ~~which was characterized as a~~ pandemic ~~during our fiscal fourth quarter,~~ and steps taken with regard to employee health and safety.

One risk committee meeting annually focuses entirely on ERM. The risk profiles and current and future mitigating actions are discussed and refined during subsequent meetings with senior management and the President and CEO. Thereafter, the risk committee presents a comprehensive report to the Board in an interactive session during which the Board has the opportunity to further discuss the risk committee's assessments and conclusions.

Environmental, Social and Governance (ESG)

Cintas is committed to being a responsible corporate citizen and strives to incorporate ESG principles into the daily operations of its business. The Board oversees our strategic approach to sustainable long-term value creation consistent with our desire to protect the environment, enhance humanity (social) and be accountable (governance). The Board oversees ESG matters, including training and development, employee-partner health and wellness, diversity, equity and inclusion, and pay equity. The Board also oversees our principal operating, business and compliance and ethics risks, including environmental matters, responsible and ethical sourcing, cybersecurity and workplace conduct.

Our Board of Directors and management team value continuous engagement with Cintas shareholders. Shareholders provide information and viewpoints to assist us in making informed decisions, and we acknowledge that shareholders also desire communication for numerous benefits. Our Board and management engage with shareholders throughout the year in the Annual Shareholders Meeting, analyst conferences, non-deal roadshows, one-on-one investor meetings and other events. Topics of discussion include company performance, responses to changing market conditions, corporate strategy, management performance, executive compensation and capital allocation. Key areas of discussion with shareholders in the past year included our response to the COVID-19 pandemic, our human capital management practices including safety and diversity and our commitment to sustainability including the issuance of our expanded ESG report. We remain committed to engaging with our shareholders and look forward to the continuous dialogue.

We report ESG topics in our annual ESG Report, which has extensive information on specific ESG areas and is available on our website at www.cintascares.com/esg-report. Our ESG Report is not, however, incorporated herein by reference.

Corporate Culture and Strategy

We believe that our culture at Cintas is just as essential as our products and services. Our culture influences the quality of the employee-partners we hire, the way we communicate and interact with our customers and each other and our performance standards. Our culture is the cornerstone, representing our values, our behaviors, our way of

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working and how we approach our business, which is strong relationships and a dedication to taking care of one another and our customers. We operate according to the Cintas Code of Conduct, available on our website www.cintas.com, which mandates full compliance with applicable laws and regulations and helps to preserve the integrity of our Company. The Board has required the adoption of the Cintas Code of Conduct by directors, officers (including our principal executive officer and principal financial officer) and employee-partners. Cintas intends to post on its website within four business days after approval any amendments or waivers to the Code of Conduct.

The Board engages with management regarding the development of the Company’s corporate strategy by reviewing and approving the annual strategic plan, which presents key initiatives and strategies over the next five years. The Board is provided with regular updates on the Company’s performance against its strategic plan and the progress of strategic initiatives. These actions allow the Board to have an ongoing and open dialogue with management regarding corporate strategy and long-term value creation.

BOARD COMMITTEES AND MEETINGS

The directors have organized themselves into the following committees: the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee. These committees are described below and help carry out Board responsibilities. In particular, Board committees work on key issues in greater detail than would be possible at full Board meetings. Each committee reviews the results of its meetings with the full Board. Cintas expects all directors to attend all regularly scheduled Board, committee and shareholder meetings. All directors attended the 2021 Annual Meeting of Shareholders. During fiscal 2022, the Board met on four occasions. Each of Cintas' directors attended all meetings of the Board and committees of which they were a member during fiscal 2022. In addition, the independent directors met in executive session on four occasions during fiscal 2022 without the presence of the non-independent director and management directors. The Lead Director presided over each session.

Each of our three standing committees operates under a written charter approved by the Board. The charters of each of our standing committees are available in the Investor Relations section of our website at www.cintas.com, under About Us – Investors – Corporate Governance..

The current composition of each Board committee is set forth below:


Director	Nominating and Corporate Governance Committee	Audit Committee	Compensation Committee
Gerald S. Adolph	X		Chair
John F. Barrett	X	X
Melanie W. Barstad	X		X
Karen L. Carnahan(1)	X	X
Robert E. Coletti
Scott D. Farmer
Joseph Scaminace	Chair		X
Todd M. Schneider
Ronald W. Tysoe(1)	X	Chair

Meetings in fiscal 2022	2	8	2

___________

(1) Audit committee financial expert under SEC guidelines.

Cintas also has an Executive Committee, which is composed of Joseph Scaminace (Chairman), Scott D. Farmer and Robert E. Coletti. The Executive Committee acts for the Board as required between Board meetings. This Committee had no meetings in fiscal 2022, but did take action in writing.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is governed by a written charter adopted by the Board. The Nominating and Corporate Governance Committee is responsible for nominating persons for election as directors at each annual shareholders' meeting, making recommendations for filling any Board vacancies that may arise between meetings due to resignation or other factors and developing and recommending to the Board corporate governance policies and guidelines for Cintas. Cintas does not have a formal policy regarding diversity in determining director nominees. However, in nominating directors, the Nominating and Corporate Governance Committee takes into account, among other factors which it may deem appropriate, the judgment, skill, diversity, business experience and needs of the Board as its function relates to the business of Cintas. As set forth in our Corporate Governance Guidelines, the Company has committed that the initial list from which new independent director nominees are chosen will include qualified female and racially/ethnically diverse candidates. The Company values diverse perspectives and experiences when determining director nominees. The Nominating and Corporate Governance Committee will consider nominees recommended by security holders in written correspondence directed to the Secretary of Cintas. The Nominating and Corporate Governance Committee does not have specific minimum qualifications that must be met for a candidate to be nominated as a director, and evaluates the qualifications of candidates properly submitted by shareholders on the same basis as those of other director candidates. However, in no event shall any nomination made by a shareholder be binding on Cintas unless it is made in strict accordance with Cintas' Bylaws as they may be amended from time to time. ~~A copy of the Nominating and Corporate Governance Committee Charter is available on our website, www.cintas.com, under About Us – Investors – Corporate Governance.~~

~~Committee members: Joseph Scaminace (Chairman), Gerald S. Adolph, John F. Barrett, Melanie W. Barstad, Karen L. Carnahan, James J. Johnson and Ronald W. Tysoe.~~

~~Meetings during fiscal 2020: Three~~

Audit Committee

The Audit Committee is governed by a written charter adopted by the Board. ~~A copy~~Each of ~~the Audit Committee Charter is available on our website, www.cintas.com, under About Us – Investors – Corporate Governance.~~ Ronald W. Tysoe and Karen L. Carnahan have been designated as an Audit Committee financial expert by the Board, and the Board has determined that Mr. Tysoe and Ms. Carnahan satisfy the expertise and audit committee independence standards required by NASDAQ and the SEC.

The Audit Committee is solely responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The Audit Committee also evaluates information received from the independent registered public accounting firm and management to determine whether the registered public accounting firm is independent of management. The independent registered public accounting firm reports directly to the Audit Committee.

The Audit Committee is responsible for oversight of information security matters. Annually, the Chief Information Officer (CIO) meets with the audit committee and provides a comprehensive update on the Company’s information security process. This includes status updates on new platforms/systems being implemented, IT Security/Governance (including the Company’s Security Maturity Level), status updates on information security standards and frameworks, such as the National Institute of Standards and Technology (NIST), any prevailing threats to the Company’s systems and IT’s countermeasures to mitigate the risks from cyber attacks. In addition, the Audit committee is updated regularly throughout the year on information security matters. The audit committee monitors a robust information security training and compliance program that is completed annually, including the annual trainings on Information Security Awareness and Payment Card Industry Standards (PCI) Compliance. The committee oversees the information security insurance policy as well.

The Audit Committee has established procedures for the receipt, retention and treatment of complaints received by Cintas concerning accounting, internal accounting controls or auditing matters and has established procedures for the confidential and anonymous submission by employee-partners of any concerns they may have regarding questionable accounting, auditing or financial matters.

The Audit Committee approves all audit and nonaudit services performed for Cintas by its independent registered public accounting firm prior to the time that those services are commenced. The Chairman also has the authority to approve these services between regularly scheduled meetings. In this event, the Chairman reports approvals made by him to the full Committee at each of its meetings. For these purposes, the Audit Committee, or its Chairman, is provided with information as to the nature, extent and purpose of each proposed service, as well as the approximate time frame and proposed cost arrangements for that service.

~~Committee members: Ronald W. Tysoe (Chairman), John F. Barrett, Karen L. Carnahan and James J. Johnson.~~

~~Meetings during fiscal 2020: Eight~~

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~~AUDIT COMMITTEE~~

~~REPORT~~

The Audit Committee oversees Cintas' financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls over financial reporting. As part of the oversight processes, the Audit Committee regularly meets with management of Cintas, Cintas' independent registered public accounting firm and Cintas' Vice President of Internal Audit. The Audit Committee regularly meets with each of these groups separately in closed sessions. Throughout the year, the Audit Committee had full access to management, the independent registered public accounting firm and internal auditors for Cintas. To fulfill its responsibilities, the Audit Committee did, among other things, the following:

~~(a)~~reviewed and discussed Cintas' audited financial statements for fiscal 2020 with Cintas' management and the independent registered public accounting firm, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements;

~~(b)reviewed the quarterly earnings releases and reports on Form 10-K and Form 10-Q prior to release;~~

~~(c)~~reviewed management's representations that the interim and audited financial statements were prepared in accordance with U.S. generally accepted accounting principles and fairly present the results of operations and financial position of Cintas;

~~(d)~~reviewed and discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and SEC rules, including matters related to the conduct of the audit of Cintas' financial statements;

~~(e)~~discussed with the independent registered public accounting firm the firm's independence from management and Cintas including the matters in the written disclosures and letter received from the independent registered public accounting firm required by the PCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence;

~~(f)~~based on the reviews and discussions with management and the independent registered public accounting firm, the independent registered public accounting firm's disclosures to the Audit Committee, the representations of management and the report of the independent registered public accounting firm, recommended to the Board, which adopted the recommendation, that Cintas' audited annual financial statements be included in Cintas' Annual Report on Form 10-K for the fiscal year ended May 31, 2020, for filing with the SEC;

~~(g)~~reviewed all audit and nonaudit services performed for Cintas by the independent registered public accounting firm for the fiscal year ended May 31, 2020 and determined that its provision of nonaudit services was compatible with maintaining its independence from Cintas;

~~(h)~~consulted with counsel regarding SOX, NASDAQ's corporate governance listing standards and the corporate governance environment in general and considered any additional requirements placed on the Audit Committee as well as additional procedures or matters the Audit Committee should consider;

~~(i)~~reviewed and monitored the progress and results of the testing of internal control over financial reporting pursuant to Section 404 of SOX, reviewed a report from management and internal audit regarding the design, operation and effectiveness of internal control over financial reporting and reviewed an attestation report from the independent registered public accounting firm regarding the effectiveness of internal control over financial reporting; and

~~(j)~~examined the Audit Committee Charter to determine compliance by Cintas and the Audit Committee with its provisions and to determine whether any revisions to the Charter were advisable. The Cintas Audit Committee Charter was approved at the January 13, 2020 Audit Committee Meeting. Only minor changes to the Charter were required.

~~RESPECTFULLY SUBMITTED BY THE MEMBERS OF THE AUDIT COMMITTEE:~~

~~Ronald W. Tysoe (Chairman), John F. Barrett, Karen L. Carnahan and James J. Johnson~~

~~Independent Registered Public Accounting Firm Fees~~

~~The Audit Committee appointed Ernst & Young LLP as the independent registered public accounting firm to audit the fiscal 2020 financial statements.~~

~~Fees billed for services are as follows:~~

Fiscal
2020 Fiscal
2019
Audit Fees⁽¹⁾
$ 1,676,926 $ 1,726,000
Tax Fees⁽²⁾
$ 417,781 $ 665,644
Audit Related Fees⁽³⁾
$ 110,700 $ 117,500

~~___________~~

⁽¹⁾Audit Fees were for audit services, including (a) the integrated audit of Cintas' consolidated financial statements (including the review of quarterly financial statements) and the effectiveness of Cintas' internal control over financial reporting; (b) consultation with management as to the accounting or disclosure treatment of transactions or events and the actual or potential impact of final or proposed rules, standards or interpretations issued by the SEC, the Financial Accounting Standards Board or other regulatory or standard-setting bodies; and (c) international statutory audits.

⁽²⁾~~Tax Fees were for tax advisory and compliance-related services.~~

⁽³⁾~~Audit Related Fees for both years were for audits of benefit plans.~~

All of the fees above were pre-approved by the Audit Committee. None of these fees were approved by the Audit Committee after services were rendered pursuant to the de minimis exception established by the SEC.

Compensation Committee

The Compensation Committee is governed by a written charter adopted by the Board. ~~A copy of the Compensation Committee Charter is available on our website, www.cintas.com, under About Us – Investors – Corporate Governance.~~ In discharging the responsibilities of the Board relating to compensation of Cintas' CEO and other senior executive officers, the purposes of the Compensation Committee are, among others, (i) to review and approve the compensation of Cintas' CEO and other senior executive officers and (ii) to oversee the compensation policies and practices of Cintas, including adopting, administering and approving Cintas' incentive compensation and stock plans and awards (and amendments to the plans or awards) and performing such duties and responsibilities as may be assigned under the terms of any executive compensation plan, incentive compensation plan or equity-based plan. The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as the Compensation Committee may deem appropriate in its sole discretion. In fiscal ~~2020,~~2022, the Compensation Committee believes it reviewed the necessary resources available to survey the compensation practices of Cintas' peers and keep abreast of compensation developments in the marketplace.

The Compensation Committee periodically reviews the compensation practices and policies that apply to all Cintas employee-partners to determine whether such practices and policies are reasonably likely to have a material adverse effect on Cintas. As part of the Compensation Committee’s on-going process, the Compensation Committee, with the assistance of Cintas’ human resources, finance and legal departments, conducted an assessment of these compensation practices and policies and determined that they do not create risks that are reasonably likely to have a material adverse effect on Cintas. Among the areas the Compensation Committee considered in determining that Cintas’ compensation practices and policies do not pose a material risk to Cintas included Cintas' compensation philosophy, compensation plan design (balanced pay mix, weightings of measures, performance targets and annual and long-term incentives) and compensation plan governance and oversight (selection of performance targets, stock ownership requirements, claw-back policy and hedging policy).

Cintas' executive compensation policies are designed to support the corporate objective of ~~maximizing~~exceeding our customers' expectations to maximize the long-term value of Cintas for its shareholders and employee-partners. To achieve this objective, the Compensation Committee believes it is important to provide competitive levels of compensation to attract and retain the most qualified ~~employees,~~employee-partners, to recognize individuals who exceed expectations and to closely link executive compensation with corporate performance. Cintas, with the Compensation Committee's oversight, uses short and long-term incentive and equity compensation plans to promote the achievement of company objectives.

The Compensation Committee processes and procedures for the consideration and determination of executive and director compensation, including the role of executive officers in determining or recommending the amount or form of executive compensation, are discussed in the section entitled "Executive Compensation."

~~Committee members: Gerald S. Adolph (Chairman), Melanie W. Barstad and Joseph Scaminace.~~

~~Meetings during fiscal 2020: Two~~

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during fiscal ~~2020,~~2022, listed above, has ever been an officer or employee-partner of Cintas, nor has any member been an executive officer of another entity at which one of our executive officers serves on the Board. No executive officer of Cintas serves (or served at any time during fiscal ~~2020)~~2022) as a director or as a member of a committee of any company of which any of Cintas' nonemployee directors are executive officers.

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NONEMPLOYEE DIRECTOR

COMPENSATION ~~COMMITTEE~~FOR FISCAL 2022

For fiscal 2022, the annual cash fees for directors who are not employees of Cintas were as follows:


Cash Compensation Element			Cash Compensation Program for Fiscal 2022 ($)

Annual retainer			85,000
Nominating and Corporate Governance Committee chair			25,000
Audit Committee chair			22,000
Audit Committee member			12,500
Compensation Committee chair			15,000
Compensation Committee member			11,500

The retainer fees are paid in quarterly installments. Nonemployee directors serving on a committee receive either the applicable chairmanship fee or the membership fee, but not both. All independent members of the Board serve on the Nominating and Corporate Governance Committee, and that membership fee is included as part of their Annual Retainer. It is Cintas' practice that the Lead Director chair the Nominating and Corporate Governance Committee. Directors are also reimbursed for reasonable out-of-pocket travel expenses incurred in connection with attendance at Board or committee meetings. Directors who are employees of Cintas are not separately compensated for serving as directors.

Also for fiscal 2022, upon annual election or appointment to the Board, directors received restricted stock valued at approximately $72,500 based on the closing market price of Cintas common stock on the date of the grant, plus options to purchase Cintas common stock valued at approximately $72,500 based on the fair value of these options estimated at the date of the grant using a Black-Scholes option-pricing model. The value of the grants is prorated for directors appointed to the Board in the middle of the year. Each nonemployee director was granted 169 shares of restricted stock and options to purchase 800 shares of Cintas common stock at an exercise price equal to the closing market price on the date of grant of October 26, 2021 ($430.50). Both restricted stock awards and stock options granted to directors generally vest 100% after one year from the date of the grant.

Nonemployee directors may choose to defer all or part of their cash compensation into Cintas common stock equivalents with dividends or into a deferred account that earns interest at a rate equal to that for one-year U.S. treasury bills, determined as of the preceding December 31, increased by 100 basis points. Deferred fees are payable either in a lump sum or in 12 to 120 monthly installments beginning in the month selected by the director, but in no case later than the first month after the director leaves the Board.

The following table details fiscal 2022 compensation paid to nonemployee directors:


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	Option Awards(2) ($)	Total ($)

Gerald S. Adolph	100,000	72,755	72,576	245,331
John F. Barrett	97,500	72,755	72,576	242,831
Melanie W. Barstad	96,500	72,755	72,576	241,831
Karen L. Carnahan	97,500	72,755	72,576	242,831
Robert E. Coletti	85,000	72,755	72,576	230,331
Joseph Scaminace	121,500	72,755	72,576	266,831
Ronald W. Tysoe	107,000	72,755	72,576	252,331

___________

(1)Represents the amount of cash compensation earned in fiscal 2022 for Board and committee service. A director may choose to have all or part of his or her cash compensation deferred and deemed to be invested in Cintas stock or one-year U.S. treasury bills plus 100 basis points. The directors who invested in Cintas stock would receive earnings equal to any other shareholder who invested like money at the same time during fiscal 2022.

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Mr. Adolph, Mr. Barrett, Ms. Barstad, Ms. Carnahan and Mr. Coletti chose to receive all or a portion of their fees in Cintas stock as described above. Mr. Adolph received 122 shares, Mr. Barrett received 238 shares, Ms. Barstad received 236 shares, Ms. Carnahan received 238 shares and Mr. Coletti received 208 shares.

(2)The amounts reported for restricted stock and stock options is the aggregate grant date fair value of awards granted during the fiscal year calculated in accordance with the stock-based compensation accounting rules set forth in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718). For more information on the assumptions used, see Note 13 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended May 31, 2022.

Outstanding restricted stock awards and option awards for each director at May 31, 2022 are as follows:


Name	Shares of Restricted Stock Outstanding (#)	Options Outstanding (#)

Gerald S. Adolph	169	18,302
John F. Barrett	169	18,302
Melanie W. Barstad	169	15,291
Karen L. Carnahan	169	3,963
Robert E. Coletti	169	10,846
Joseph Scaminace	169	10,347
Ronald W. Tysoe	169	18,302

Stock Ownership Guidelines

The Compensation Committee believes that Cintas' nonemployee directors should own particular amounts of shares of common stock to align their long-term objective of managing Cintas with the interests of Cintas' shareholders. The Compensation Committee has adopted a stock ownership requirement for the nonemployee directors. Each nonemployee director is required to maintain a minimum equity stake in Cintas stock equivalent to five times the annual cash retainer.

The guidelines are assessed annually and are determined based on the current market practice and utilizing the cash retainer and closing common stock price on the last day of the fiscal year. All newly appointed directors will have five years from the time of appointment to achieve the minimum ownership requirement. Currently, all directors are in compliance with their ownership requirements.

For purposes of these requirements, stock ownership includes: (i) stock held outright by the nonemployee director (or his spouse or dependents); (ii) stock held in an individual brokerage account; (iii) stock granted to the director but not yet vested (in other words, restricted stock); and (iv) stock obtained through stock option exercise. Exceptions to these stock ownership requirements may be made at the discretion of the Compensation Committee if compliance would create a severe hardship.

Anti-Hedging Policy

Pursuant to our Insider Trading Policy, we have prohibited our directors from purchasing any financial instrument or engaging in any other transaction, such as a zero-cost collar or a forward sale contract, that is designed to hedge or offset any decrease in the market value of Cintas securities. Our Insider Trading Policy also prohibits our directors from participating in short sales of Cintas securities and from participating in a transaction involving options, such as puts, calls or other derivative securities, involving Cintas securities, unless approved in advance by our Executive Chairman of the Board and Chief Executive Officer in connection with a planned retirement from Cintas. Such prohibitions apply to Cintas securities granted to the directors as part of compensation or otherwise held, directly or indirectly, by each director. Currently, all directors are in compliance with this anti-hedging policy.

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COMPENSATION MATTERS

COMPENSATION

COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on the review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in Cintas' Proxy Statement and Annual Report on Form 10-K for the fiscal year ended May 31, ~~2020.~~

2022.

Committee Members: Gerald S. Adolph (Chairman), Melanie W. Barstad and Joseph ~~Scaminace.~~Scaminace

EXECUTIVE

COMPENSATION

Executive Officers

For fiscal 2022, the Company's named executive officers were the following five executive officers:


Name			Current Title
Todd M. Schneider(1)			President and Chief Executive Officer
Scott D. Farmer(1)			Executive Chairman of the Board
J. Michael Hansen(2)			Executive Vice President and Chief Financial Officer
Michael L. Thompson(2)			Executive Vice President and Chief Administrative Officer
D. Brock Denton(2)			Senior Vice President, General Counsel and Secretary

___________

(1) For biographical information about Mr. Farmer and Mr. Schneider, see "Election of Directors."

(2) Current non-director executive officer.

Our current non-director executive officer biographical information is as follows:

J. Michael Hansen, 54, joined Cintas in 1995. He has held various positions within Cintas, including General Manager of the Cincinnati First Aid and Fire locations and Corporate Controller. He was appointed Vice President and Treasurer in June 2010, a position that he held through January 31, 2015, when he was then appointed to Vice President - Finance and Chief Financial Officer. Mr. Hansen was promoted to Senior Vice President - Finance and Chief Financial Officer in October 2016. In July 2018, Mr. Hansen was appointed to Executive Vice President and Chief Financial Officer. He is responsible for finance and accounting, compliance, corporate development, corporate flight and corporate facilities.

Michael L. Thompson, 56, joined Cintas in 1994. He has held various positions within Cintas, including Director of Corporate Development, Corporate Controller and Vice President and Treasurer. He was also Senior Vice President of the Rental Division - Facility Services and Senior Vice President and Executive Champion - Center of Excellence. In May 2014, he was appointed Senior Vice President and Chief Information Officer. In July 2018, Mr. Thompson was appointed Executive Vice President and Chief Administrative Officer. He is responsible for global supply chain, quality and engineering, information technology, human resources, marketing, corporate communications and safety.

D. Brock Denton, 47, joined Cintas in June 2021 and began serving as Senior Vice President, General Counsel and Secretary in August 2021. Prior to joining Cintas, Mr. Denton was an associate from 1999 to 2007 and a partner from 2007 to 2021 at Keating Muething & Klekamp, PLL, where he served as Cintas' lead outside counsel and led the Business Representation and Transaction Group that handles all aspects of Corporate law, with an emphasis on mergers and acquisitions. Mr. Denton is responsible for legal, compliance and ESG matters.

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~~EXECUTIVE~~

COMPENSATION

~~Compensation Discussion and Analysis~~DISCUSSION AND ANALYSIS

This section discusses and analyzes the compensation awarded to, earned by or paid to Cintas' named executive officers, as set forth in the Fiscal ~~2020~~2022 Summary Compensation Table and other executive compensation tables and narratives contained in this proxy statement. It also discusses the principles underlying our compensation policies and decisions.

~~For fiscal 2020, the Company's named executive officers were the following five executive officers:~~


~~Name~~			~~Title~~
~~Scott D. Farmer~~			~~Chairman of the Board and Chief Executive Officer~~
~~J. Michael Hansen~~			~~Executive Vice President and Chief Financial Officer~~
~~Todd M. Schneider~~			~~Executive Vice President and Chief Operating Officer~~
~~Michael L. Thompson~~			~~Executive Vice President and Chief Administrative Officer~~
~~Thomas E. Frooman~~			~~Senior Vice President, Secretary and General Counsel~~

Overview of Compensation Program

The Compensation Committee oversees the compensation programs of Cintas, with particular attention to the compensation for its CEO and the other executive officers. It is the responsibility of the Compensation Committee to review and approve, or, as the case may be, recommend to the Board for approval, changes to Cintas' compensation policies and benefit plans and to administer Cintas' stock plans, including recommending and approving stock-based awards to executive officers. The Compensation Committee also works to help ensure that Cintas' compensation philosophy is consistent with the best interests of Cintas and its shareholders and is properly implemented and monitored. Generally, the types of compensation and benefits provided to all executive officers are similar.

The day-to-day administration of savings plans, profit sharing plans, stock plans, health, welfare and paid-time-off plans and policies applicable to employee-partners in general is handled by Cintas' human resources, finance and legal department employee-partners. The responsibility for certain fundamental changes outside the day-to-day requirements necessary to maintain these plans and policies belongs to the Compensation Committee.

Compensation Philosophy and Objectives

The primary focus of our executive compensation program is to support the corporate objective of maximizing the long-term value for our shareholders and employee-partners by exceeding our customers' expectations. We also strive to provide a competitive level of total compensation to all of our employee-partners, including the executive officers, that attracts and retains talented and experienced individuals and that motivates them to contribute to Cintas' short-term and long-term success.

Our incentive compensation program is designed to reward both individual and team performance, measured by overall Cintas results and individual achievement. The Management Incentive Plan for fiscal ~~2020~~2022 applies to all of our executive officers. The incentive compensation arrangements for our Executive Chairman, Mr. Farmer, and our President and CEO, Mr. ~~Scott D. Farmer and our Executive Vice President and Chief Operating Officer, Mr. Todd M.~~ Schneider, were generally based on Cintas' diluted earnings per share (EPS), growth in sales and the accomplishment of certain individual goals. The incentive compensation arrangements for our Executive Vice President and Chief Financial Officer (CFO), Mr. J. Michael Hansen, our Executive Vice President and Chief Administrative Officer, Mr. Michael L. Thompson, and our Senior Vice President, ~~Secretary and~~ General Counsel and Secretary, Mr. ~~Thomas E. Frooman,~~D. Brock Denton, were generally based on Cintas' EPS and achievement of ~~certain~~ individual ~~goals.~~performance.

The challenges brought on by the COVID-19 pandemic were unlike any in Cintas' recent history. Through the first three quarters of fiscal 2020, the COVID-19 pandemic did not have a significant impact on our business, and company results were expected to exceed targeted levels. Through the completion of our fiscal 2020 third quarter, year to date sales growth was 7.2%, and diluted EPS from continuing operations for the nine month period was $6.76, an increase of 14.4% over fiscal 2019 third quarter year to date diluted EPS from continuing operations of $5.91. However, efforts to contain the spread of COVID-19 intensified during our fiscal 2020 fourth quarter. Most states and municipalities within the United States (U.S.) enacted temporary closures of businesses, issued

quarantine orders and took other restrictive measures in response to the COVID-19 pandemic. Within the U.S., although our business was designated an essential business, which allowed us to continue to serve customers that remained open, our total fiscal 2020 financial performance was negatively impacted. These disruptions were severe and impactful. Due to the unexpected impact of the COVID-19 pandemic on the operations of the Company beginning in our fiscal fourth quarter and the uncertainties surrounding COVID-19, senior management recommended, and the Compensation Committee agreed, prior to final determination of the annual cash incentive compensation earnings, that it was appropriate not to pay out annual cash incentive compensation to employees at the Vice President level and above, regardless of the performance relative to the goals set at the beginning of the fiscal year. In addition, the fiscal 2021 base salaries for all named executive officers were reduced by 10%, effective June 1, 2020. Despite these disruptions, Cintas was able to conclude fiscal 2020 with sales growth of 2.8% and diluted EPS from continuing operations of $8.11.

Compensation Decision-Making Process

The Compensation Committee determines the compensation for the executive officers based on recommendations made by management as discussed below. Annually, the Compensation Committee ~~reviews~~conducts a job evaluation for each named executive officer, which includes a review of the job duties and a market analysis of executive compensation plans. As opposed to reviewing a limited number of peer group companies, we have chosen to a evaluate the practices of a larger group of similar sized companies. The analysis ~~looks at~~focuses on published general industry survey data by revenue size. We did not select the companies included in this survey group, and the component companies' identities were not a material factor in our compensation analysis. The Compensation Committee evaluates base salary, annual cash incentives, long-term compensation and other compensation. ~~Our analysis shows~~We believe that our named executive officers' target compensation is competitive with the total compensation of comparable named executive officers in our market analysis.

Based on the market analysis and individual performance, the ~~Secretary~~Senior Vice President of Human Resources and ~~General Counsel~~Chief Diversity Officer makes a recommendation to the Compensation Committee on the CEO's base salary and annual cash incentive target for the upcoming fiscal year. The CEO makes a recommendation to the Compensation Committee for the base salaries and annual cash incentive targets for the upcoming fiscal year for other executive officers.

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In October ~~2019,~~2021, and at various meetings held during the remainder of fiscal ~~2020,~~2022, the Board reviewed the results of our ~~2019~~2021 "say-on-pay" vote, in which over 97% of the votes cast approved of our named executive officers' compensation. In addition, after taking into consideration the strong support for our executive compensation program reflected in the ~~2019~~2021 say-on-pay results, the Compensation Committee decided to generally continue to apply the same philosophy, compensation objectives and governing principles as it used for fiscal ~~2019~~2021 when making subsequent decisions regarding named executive officer compensation. The Compensation Committee believes the voting results again demonstrate significant support for our named executive officer pay program and did not make any changes to the fiscal ~~2020~~2022 program specifically in response to the ~~2019~~2021 say-on-pay results. The Compensation Committee has, however, continued to monitor the voting policies of our institutional shareholders and their advisors since last year, as well as review the overall program to seek to ensure it achieves the designed goal as set forth in "Compensation Philosophy and Objectives" and will continue to take those voting policies and the effectiveness of the program into account when considering changes to our executive compensation program.

Key Elements of Compensation

The table below summarizes the key fiscal ~~2020~~2022 compensation program elements for our named executive officers:

Element

Form of Compensation

Purpose

Base Salaries

Cash

Provides competitive, fixed compensation to attract and retain exceptional executive talent

Annual Cash Incentives

Cash

Provides a variable financial incentive to achieve corporate and individual goals

Long-Term
Equity
Incentives

Non-qualified stock options, restricted stock units and/or restricted stock

Encourages, under the terms of Cintas' equity plan, named executive officers to build and maintain a long-term equity ownership position in Cintas so that their interests are aligned with our shareholders

Health,
Retirement
and Other Benefits

Eligibility to participate in benefit plans generally available to our employee-partners, including the Cintas Partners' Plan contributions (described below), health, life insurance and disability plans, our Deferred Compensation Plan (described below), and certain perquisites

Benefit plans are part of a broad-based employee benefits program. The Deferred Compensation Plan and perquisites provide competitive benefits to our named executive officers

We believe that each element of our compensation program plays a substantial role in maximizing long-term value for our shareholders and employee-partners because of the significant emphasis on pay-for-performance principles. Generally, a substantial portion of a named executive officer's total compensation is based on Cintas' results and the named executive officers' individual achievements. As a result, Cintas' performance has a significant effect on the amount of compensation realized by the executive officers. In the specific case of our CEO Mr. Schneider, 77.1% of his total fiscal 2022 compensation, as reported in the Fiscal 2022 Summary Compensation Table, was considered performance-based pay.

Each of these elements of pay is described and analyzed in more detail below.

Base Salaries

The Compensation Committee annually reviews the base salaries of our executive officers. The Compensation Committee also reviews an executive officer's base salary whenever there is a change in that executive officer's job responsibilities. The factors that influence base salary decisions are level and scope of responsibility, salary offered by comparably sized companies, overall performance of the individual and overall performance of Cintas.

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The fiscal ~~2020~~2022 base salaries approved by the Compensation Committee for our named executive officers were as follows:

Name Base
Salary Increase Over the Prior Fiscal Year
Scott D. Farmer $ 1,273,080 3.0%
J. Michael Hansen $ 593,250 5.0%
Todd M. Schneider $ 709,670 3.0%
Michael L. Thompson $ 534,240 5.0%
Thomas E. Frooman $ 567,706 3.0%


Name	Base Salary		(Decrease) Increase vs. the Prior Fiscal Year
Todd M. Schneider	$	1,000,000	56.6%
Scott D. Farmer	$	500,000	(56.4)%
J. Michael Hansen	$	616,980	15.6%
Michael L. Thompson	$	560,952	16.7%
D. Brock Denton	$	500,000	N/A(1)

~~The increase over~~(1)Mr. Denton joined the ~~prior~~company effective June 1, 2021, the beginning of fiscal ~~year base salary for both Mr. Hansen and Mr. Thompson reflects an adjustment as a result of performance, as subjectively determined by the Compensation Committee.~~ 2022.

As a result of the COVID-19 pandemic and the related disruptions and uncertainties it ~~has~~ caused, the Compensation Committee had determined in late fiscal 2020 that the fiscal 2021 base salaries for all named executive officers would be reduced by 10%~~, effective~~ commencing June 1, 2020. The 10% reduction in fiscal 2021 base salaries was eliminated for fiscal 2022 base salaries commencing June 1, 2022. In addition to this action, each named executive officer received a merit increase in his base salary rate for fiscal 2022. Additionally, the increase over the prior year base salary for Mr. Schneider reflects his transition from Executive Vice President and Chief Operating Officer to President and CEO. The decrease over the prior year base salary for Mr. Farmer reflects his retirement from CEO and transition to Executive Chairman of the Board.

Annual Cash Incentives

The Compensation Committee strongly believes that variable annual cash incentives provide a direct financial incentive for executive officers to achieve corporate and individual goals. Near the beginning of each fiscal year, the Compensation Committee establishes an annual cash incentive target for each participating named executive officer based on certain financial goals and non-financial ~~goals.~~performance.

The performance components and targets were derived from the operating plans for Cintas for fiscal ~~2020~~2022 and represent goals for that year that the Compensation Committee believed would be challenging for Cintas, yet achievable if senior and operating management met or surpassed their business unit goals and objectives.

The Compensation Committee currently anticipates that performance components and targets similar to those described below will be utilized in fiscal ~~2021~~2023 because these objectives are important, and Cintas continues to make progress on these objectives. However, the Compensation Committee reserves the right to determine on an ongoing basis the performance components and targets it will use in developing the performance-based portion of the named executive officers' compensation.

For fiscal ~~2020,~~2022, the Compensation Committee approved a total compensation plan for each of Mr. ~~Farmer~~Schneider and Mr. ~~Schneider.~~Farmer. The aggregate amount of annual cash incentive for fiscal ~~2020 for~~2022 that could be earned by each of Mr. Schneider and Mr. Farmer ~~and Mr. Schneider~~ was ~~comprised of~~based on the financial objectives of fiscal ~~2020~~2022 Cintas EPS and fiscal ~~2020~~2022 sales growth and certain non-financial goals. The EPS and sales growth goals were established with reference to the operating plans for Cintas for fiscal ~~2020.~~2022. The EPS goals for all participants for fiscal 2022 were identical. Mr. Schneider's non-financial goals related to safety, employee diversity, corporate development, asset capacity utilization and leadership development matters. The non-financial goals for Mr. Farmer related to safety, employee diversity, ~~software implementation~~CEO transition and ~~corporate development. Mr. Schneider's non-financial goals related to safety, employee diversity, software implementation, customer and product expansion and customer online e-services.~~asset capacity utilization matters.

Based upon the overall achievement of these objectives, each of Mr. ~~Farmer could earn from 0% to a maximum of 184% of the target annual cash incentive,~~Schneider and Mr. ~~Schneider~~Farmer could earn from 0% to a maximum of 185% of the target annual cash incentive (with the maximum for each officer reflecting 200% of the portion of the award related to EPS and sales growth and 100% of the portion of the award related to non-financial goals).

The following table summarizes the annual cash incentive target awards and performance criteria (including percentage weightings) that were reviewed and approved by the Compensation Committee:

Name Annual Cash
Incentive Target EPS
Component Sales Growth
Component Non-Financial
Component
Scott D. Farmer $ 1,273,080 41.75% 41.75% 16.50%
Todd M. Schneider $ 677,023 42.50% 42.50% 15.00%

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Name	Annual Cash Incentive Target		EPS Component	Sales Growth Component	Non-Financial Component

Todd M. Schneider	$	1,000,000	42.50%	42.50%	15.00%
Scott D. Farmer	$	500,000	42.50%	42.50%	15.00%

As a result of the COVID-19 pandemic and the related disruptions and uncertainties it caused, the Compensation Committee had determined in late fiscal 2020 that the fiscal 2021 annual cash incentive targets for all named executive officers would be reduced by 10% compared to the fiscal 2020 annual cash incentive targets. The 10% reduction in fiscal 2021 was eliminated for fiscal 2022 annual cash incentive targets. In addition to the return to pre-pandemic annual cash incentive targets, the increase over the prior year annual cash incentive target for Mr. Schneider reflects his transition from Executive Vice President and Chief Operating Officer to President and CEO, and the decrease over the prior year annual cash incentive target for Mr. Farmer reflects his retirement from CEO and transition to Executive Chairman of the Board.

Under the Management Incentive Plan, annual cash incentive calculations for achievement of financial goals are based on actual results, subject to adjustment at the discretion of the Compensation Committee to exclude extraordinary items that are not operational, such as accounting principle changes or revenue from an acquisition that was not in the business plan.

The potential annual cash incentive payout percentage multiplier for each component of Mr. ~~Farmer's~~Schneider's and Mr. ~~Schneider's~~Farmer's target annual cash incentive is provided in the following tables (for each participating named executive officer, annual cash incentive payouts were designed to be interpolated on a straight-line basis for achievement between the levels of achievement established for ~~all~~the EPS and sales growth components of the annual cash incentives):


EPS Component Level of Achievement	EPS Component Level of Achievement	EPS Goals	Annual Cash Incentive Payout	EPS Component Level of Achievement	EPS Goals	Annual Cash Incentive Payout

Below Threshold	Below Threshold	<$7.93	0%	Below Threshold	<$9.79	0%
Threshold	Threshold	$7.93	25%	Threshold	$9.79	25%
Target	Target	$8.35	100%	Target	$10.31	100%
Maximum	Maximum	$8.93	200%	Maximum	$11.03	200%


Non-Financial Component Level of Achievement			Annual Cash Incentive Payout
Does Not Meet Goals			0%
Meets Most Goals			~~50%~~25%
Meets Goals			100%

The Grants of Plan-Based Awards for Fiscal ~~2020~~2022 table outlines estimated possible payouts under ~~this~~these non-equity incentive plan ~~award. As previously discussed~~awards. Based on Cintas' EPS and ~~agreed to by senior management~~sales growth for fiscal 2022, Mr. Schneider and ~~the Compensation Committee, due to the COVID-19 pandemic,~~ Mr. Farmer ~~and Mr. Schneider did not receive any~~earned an annual cash incentive ~~payouts, regardless~~payout of ~~actual company or individual performance. Through~~$1,700,000 and $850,000, respectively. The fiscal 2022 Cintas EPS achievement for incentive plan calculation purposes was $11.03. This EPS figure is the ~~first three quarters~~"Maximum" that could have been achieved, so it differs from the Company's reported diluted EPS of $11.65, which was higher than the "Maximum." Sales growth achievement for fiscal ~~2020,~~2022 incentive plan calculation purposes was 10.24%. This sales growth figure is the ~~COVID-19 pandemic did not~~"Maximum" that could have ~~a significant impact~~been achieved, so it differs from the Company's reported sales growth of 10.37%, which was higher than the "Maximum" level of achievement. Mr. Schneider and Mr. Farmer

received $150,000 and $75,000, respectively, based on ~~our business, and company results were expected to exceed targeted levels as~~the performance of their non-financial goals outlined above. ~~As of our third quarter, fiscal year to date sales growth was 7.2%,~~The individual performance level for both Mr. Schneider and diluted EPS from continuing operations for the nine month period increased 14.4% over the same period in fiscal 2019. However, efforts to contain the spread of COVID-19 intensified during our fiscal 2020 fourth quarter, and our total fiscal 2020 financial performance was negatively impacted. Sales growth for fiscal 2020 increased 2.8% over the prior year, and diluted EPS from continuing operations were $8.11. Additionally, because no payouts would be made with respect to annual incentive awards for fiscal 2020, there was no evaluation completed of the non-financial goal achievements of Mr. Farmer ~~and Mr. Schneider.~~was "Meets Goals."

For fiscal ~~2020,~~2022, the Compensation Committee also approved total compensation plans for each of Mr. Hansen, Mr. Thompson and Mr. ~~Frooman.~~Denton. The aggregate amount of annual cash incentive payout that could be earned for fiscal ~~2020 for~~2022 by each of Mr. Hansen, Mr. Thompson and Mr. ~~Frooman were~~Denton was designed to be based on the sum of that named executive officer's earned

incentive for the fiscal ~~2020~~2022 Cintas EPS component and the individual performance component (consisting of aan overall subjective performance evaluation rather than performance against specified individual performance goals). Based upon overall performance, the eligible named executive officers could earn from 0% to a maximum of 200% of the annual cash incentive target.

The following table summarizes the annual cash incentive target awards and performance criteria (including percentage weightings) that were reviewed and approved by the Compensation Committee:

Name Annual
Cash Incentive
Target EPS
Component Individual
Performance
Component
J. Michael Hansen $ 440,193 50% 50%
Michael L. Thompson $ 424,742 50% 50%
Thomas E. Frooman $ 270,830 50% 50%

Mr. Hansen's annual cash incentive target for fiscal 2020 increased 3.8% and over his prior fiscal year annual cash incentive target due to his performance, as subjectively evaluated by the Compensation Committee. Mr. Thompson's annual cash incentive target for fiscal 2020 increased 5.0% over his prior fiscal year annual cash incentive target due to his performance, as subjectively evaluated by the Compensation Committee.


Name	Annual Cash Incentive Target		EPS Component	Individual Performance Component
J. Michael Hansen	$	457,772	50%	50%
Michael L. Thompson	$	445,942	50%	50%
D. Brock Denton	$	238,500	50%	50%

The potential annual cash incentive payout percentage multiplier for each component of Mr. Hansen's, Mr. Thompson's and Mr. ~~Frooman's~~Denton's target annual cash incentive is provided in the following tables (for each participating named executive officer, annual cash incentive payouts were designed to be interpolated on a straight-line basis for achievement between the levels of achievement established for ~~all components~~the EPS component of the annual cash incentives):


Individual Performance Component Level of Achievement			Annual Cash Incentive Payout
Does Not Meet Goals			0%
Meets Most Goals			50%
Meets Goals			100%
Exceeds Goals			150%
Outstanding Achievement			200%

The Grants of Plan-Based Awards for Fiscal ~~2020~~2022 table outlines estimated possible payouts under these non-equity incentive plan awards. As ~~previously discussed~~presented to and ~~agreed to~~approved by ~~senior management and~~ the Compensation Committee, ~~due to~~ the ~~COVID-19 pandemic, Mr. Hansen, Mr. Thompson and Mr. Frooman did not receive any~~actual annual cash incentive payouts, regardless of actual company or individual performance. Through the first three quarters of fiscal 2020, the COVID-19 pandemic did not have a significant impact on our business, and company results were expected to exceed targeted levels as outlined above. As of our third quarter, fiscal year to date sales growth on our continuing operations was 7.2%, and diluted EPS from continuing operations for the nine month period increased 14.4% over the same period in fiscal 2019. However, efforts to contain the spread of COVID-19 intensified during our fiscal 2020 fourth quarter, and our total fiscal 2020 financial performance was negatively impacted. Diluted EPS from continuing operations was $8.11payments earned for fiscal ~~2020. Additionally, because no payouts would be made with respect to~~2022 as reflected in the Fiscal 2022 Summary Compensation Table are as follows: Mr. Hansen earned a fiscal 2022 annual cash incentive ~~awards for fiscal 2020, there was no evaluation completed~~award of ~~the~~$915,544, and Mr. Hansen's individual performance ~~achievements of Mr. Hansen,~~level was "Outstanding Achievement." Mr. Thompson earned a fiscal 2022 annual cash incentive award of $891,884, and his individual performance level was "Outstanding Achievement." Mr. ~~Frooman.~~Denton earned a fiscal 2022 annual cash incentive award of $477,000, and his individual performance level was "Outstanding Achievement." Fiscal 2022 Cintas EPS was achieved at the "Maximum" level, as disclosed above.

Long-Term Equity Incentives

Long-term equity incentive compensation is comprised of opportunities to earn non-qualified stock options, restricted stock units and/or restricted stock. With respect to the participating named executive officers, these awards are made pursuant to Compensation Committee decisions substantially along lines as described above for

the Management Incentive Plan. The purpose of such awards is to incentivize named executive officers to profitably grow Cintas' long-term business objectives and encourage named executive officers to build and maintain a long-term equity ownership position in Cintas so that their interests are aligned with those of our shareholders.

The amount of equity awards for which each of Mr. ~~Farmer~~Schneider and Mr. ~~Schneider~~Farmer were eligible was based on a target level of Cintas' fiscal ~~2020~~2022 EPS and a target level of Cintas' fiscal ~~2020~~2022 sales ~~growth.~~growth, weighted equally. After ~~the~~each award was calculated by the Compensation Committee, the form of grant for fiscal ~~2020~~2022 was chosen to be restricted stock for ~~Mr. Farmer, and for~~both Mr. Schneider ~~75% of his award was chosen to be stock options~~ and ~~25% was chosen to be restricted stock.~~Mr. Farmer.

The amount of equity awards for which each of Mr. Hansen, Mr. Thompson and Mr. ~~Frooman~~Denton were eligible was based on a target level of Cintas' fiscal ~~2020~~2022 EPS and individual ~~achievement.~~achievement, weighted equally. Mr. Hansen ~~Mr. Thompson~~ and Mr. ~~Frooman~~Denton received ~~75%~~50% of their award in stock options and ~~25%~~50% of their award in restricted stock as determined by the Compensation Committee. Mr. Thompson received his award in restricted stock as determined by the Compensation Committee.

~~With~~The following information provides more detail with respect to the target award percentage multiplier tied to each milestone level of ~~achievement, the~~achievement.

The EPS component for all named executive officers was considered by the Compensation Committee on the following basis:


EPS Component Level of Achievement	EPS Goals	Equity Award

Below Threshold	<$9.79	0%
Threshold	$9.79	50%
Target	$10.31	100%
Maximum	$11.03	200%

The sales growth component for Mr. ~~Farmer~~Schneider and Mr. ~~Schneider and~~Farmer was considered by the Compensation Committee on the following basis:


Sales Growth Component Level of Achievement	Sales Growth Goals (% Growth Over Prior Fiscal Year)	Equity Award

Below Threshold	<5.74%	0%
Threshold	5.74%	50%
Target	7.24%	100%
Maximum	10.24%	200%

The individual achievement components for Mr. Hansen, Mr. Thompson and Mr. ~~Frooman~~Denton were considered by the Compensation Committee on a subjective basis ~~identical to the tables shown previously~~as described above under the Annual Cash Incentives section.

The factors that influence the determination of equity grant targets include level of responsibility, market compensation analysis and overall performance of the individual. The Compensation Committee reviewed and approved the targets at the beginning of the fiscal ~~year. Generally,~~year, and the ~~awards are~~actual award payout was granted based upon that named executive officer's performance compared to the targets. However, due to the impact of the COVID-19 pandemic on the operations of the Company and considering the actual results through our fiscal third quarter, the Compensation Committee decided that for fiscal 2020, the named executive officers would be awarded grants at the target level, regardless of performance achievement with respect to the goals set at the beginning of the fiscal year. As of our third quarter, fiscal year to date sales growth was 7.2%, and the growth of diluted EPS from continuing operations for the nine month period was 14.4%, thus awarding grants at the target level was deemed reasonable as it will continue to provide long-term incentives to our named executive officers, while also maintaining focus on our future efforts to reward both individual and team performance, measured by overall Cintas results and individual achievement.

On July ~~28, 2020, Mr. Schneider,~~26, 2022, Mr. Hansen ~~Mr. Thompson~~ and Mr. ~~Frooman~~Denton were awarded ~~12,336, 7,401, 6,990~~11,848 and ~~7,131~~9,932 non-qualified stock options, respectively, under the 2016 Equity and Incentive Compensation Plan, as amended (2016 Plan), ~~which represented each named executive officer's target award~~based on Cintas fiscal 2022 EPS and their individual performance level achievements, as outlined under the ~~Grants of Plan-Based Awards for Fiscal 2020 table.~~Annual Cash Incentives section. Regarding Mr. Schneider's, Mr. Farmer's and Mr. Thompson's awards, with consideration that Mr. Schneider, Mr. Farmer isand Mr. Thompson are over the age of 55, the Compensation Committee ~~determined to award Mr. Farmer time-based restricted stock. On July 28, 2020, Mr. Farmer was~~ awarded 18,515 shares of restricted stock under the 2016 Plan, which represented his target award as outlined under the Grants of Plan-Based Awards for Fiscal 2020 table. These shares were awarded as Mr. Farmer's long-term equity awards. Also on July 28, 2020, Mr. Schneider, Mr. ~~Hansen,~~Farmer and Mr. Thompson time-based restricted stock.

On July 26, 2022, Mr. Schneider and Mr. ~~Frooman~~Farmer were awarded ~~4,112, 2,467, 2,330~~21,086 and ~~2,377~~10,542 shares of restricted stock, respectively, under the 2016 Plan ~~which represented each named executive officer's target award~~based on Cintas fiscal 2022 EPS ("Maximum") and fiscal 2022 sales growth ("Maximum") achievements, as outlined under the ~~Grants~~Annual Cash Incentives section. Mr. Thompson was awarded

4,716 shares of restricted stock under the 2016 Plan based on Cintas fiscal 2022 EPS and his individual performance level achievements, as outlined under the Annual Cash Incentives section. These shares were awarded as Mr. Schneider's, Mr. Farmer's and Mr. Thompson's long-term equity awards. Also on July 26, 2022, Mr. Hansen and Mr. Denton were awarded 2,496 and 2,092 shares of restricted stock, respectively, under the 2016 Plan based on Cintas fiscal 2022 EPS and their individual performance level achievements as outlined under the Annual Cash Incentives section.

In addition, during fiscal 2022, Mr. Schneider and Mr. Denton were awarded non-qualified stock options and shares of restricted stock under the 2016 Plan due to their promotions, as previously discussed. On July 27, 2021, Mr. Schneider was awarded 6,179 non-qualified stock options and 434 shares of restricted stock. On August 27, 2021, Mr. Denton was awarded 2,045 non-qualified stock options and 144 shares of restricted stock.

In accordance with the 2016 Plan, stock option awards have an exercise price equal to the closing stock price on the date of the award. As a result, stock options awarded to the named executive officers increase in value only if the market price of the common stock increases. Stock options generally vest at a rate of 33% per year, beginning on the third anniversary of the date of grant and ending on the fifth anniversary of the date of grant. Restricted stock for named executive officers generally vests three years from the date of grant.

Health, Retirement and Other Benefits

Cintas' benefits program includes retirement plans and group insurance plans. The objective of our group insurance plans is to provide our executive officers with reasonable and competitive levels of protection from events which could interrupt the executive officer's employment and/or income received as an active employee-partner.

The retirement plans offered to executive officers include Cintas' Partners' Plan and the Deferred Compensation Plan. The Partners' Plan is a noncontributory employee stock ownership plan and profit sharing plan with a 401(k) savings feature which covers substantially all employee-partners. The Deferred Compensation Plan is discussed in more detail in the Nonqualified Deferred Compensation for Fiscal ~~2020~~2022 table of this proxy statement, and its accompanying narrative and footnotes.

Executive perquisites are kept by the Compensation Committee to a minimal level and do not play a significant role in executive compensation. For the named executive officers in fiscal 2022, executive perquisites consisted of automobile allowances, executive medical program participation and, for Mr. Farmer only, financial planning fees. These benefits and their incremental cost to Cintas are described in the Fiscal ~~2020~~2022 Summary Compensation Table and its footnotes. The Compensation Committee believes these perquisites to be reasonable, comparable with peer companies and consistent with Cintas' overall compensation practices.

Stock Ownership Guidelines

The Compensation Committee believes that Cintas' named executive officers should own particular amounts of shares of stock to align their long-term objective of managing Cintas with the interests of Cintas' shareholders. The Compensation Committee has adopted a stock ownership requirement for the named executive officers. Each named executive officer is required to maintain a minimum equity stake in Cintas stock based on his job position.

The following table shows the stock ownership requirements for the named executive officers:


Officer			Minimum Ownership Requirement (Multiple of Base Salary)

Chief Executive Officer			6x
~~Chief Financial Officer~~All other executives			3x
~~Chief Operating Officer~~			3x
~~Chief Administrative Officer~~			3x
~~Senior Vice President, Secretary, and General Counsel~~			3x

The guidelines are assessed annually and are determined based on the current market practice and utilizing the respective named executive officer's base salary and closing stock price on the last day of the fiscal year. The named executive officers are notified about their ownership requirements annually. All newly hired or promoted named executive officers will have seven years from the time of hiring or promotion to achieve the minimum ownership requirement. Currently, all named executive officers are in compliance with their ownership ~~requirements.~~requirements (or are within the initial achievement window for such compliance).

For purposes of these requirements, stock ownership includes: (i) stock held outright by the named executive officer (or his spouse or dependents); (ii) stock held beneficially through the Partners' Plan; (iii) stock held in an individual brokerage account; (iv) stock granted to the named executive officer but not yet vested (i.e., restricted stock or restricted stock units); and (v) stock obtained through stock option exercise. Failure to meet or to show sustained progress toward meeting the ownership requirements may result in a reduction in future annual and/or long-term cash incentive payouts in the form of stock. Exceptions to these stock ownership requirements may be made at the discretion of the Compensation Committee if compliance would create a severe hardship.

Pursuant to our Insider Trading Policy, we have prohibited certain employees, including our officers, from purchasing any financial instrument or engaging in any other transaction, such as a zero-cost collar or a forward sale contract, that is designed to hedge or offset any decrease in the market value of Cintas securities. Our Insider Trading Policy also prohibits our officers from participating in short sales of Cintas securities and from participating in a transaction involving options, such as puts, calls or other derivative securities, involving Cintas securities, unless approved in advance by our Chief Executive Officer in connection with a planned retirement from Cintas. Such prohibitions apply to Cintas securities granted to the employee as part of compensation or otherwise held, directly or indirectly, by the employee. Currently, all named executive officers are in compliance with this anti-hedging policy.

Change in Control Agreements

Cintas has no policy regarding change in control agreements. For a further discussion on this topic, please see the section titled ~~"Potential~~"Potential Payments Upon Termination, Retirement or Change of ~~Control"~~Control" of this proxy statement.

~~Tax Deductibility of Compensation~~

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally limits federal income tax deductibility to $1 million for certain compensation paid to certain of our executive officers (and, beginning in 2018, certain former executive officers). Historically, compensation that qualified as “performance-based compensation” could be excluded from this $1 million limit. This exception has now been repealed, effective for taxable years beginning after December 31, 2017, except for certain compensation arrangements in place as of November 2, 2017 for which transition relief is potentially available. We have from time to time structured certain elements of executive compensation to be potentially tax deductible under Section 162(m) as in effect prior to 2018, including where we believed it was in Cintas’ best interests and the best interests of shareholders. However, this tax deductibility was only one of several relevant considerations in setting compensation. We will continue to design and maintain executive compensation arrangements that we believe will attract and retain the executive talent that we need to compete successfully, even if in certain cases such compensation is not deductible for federal income tax purposes. In addition, because of the uncertainties associated with the application and interpretation of Section 162(m) and its related regulations, there can be no assurance that compensation that was intended to satisfy the requirements for deductibility under Section 162(m) will in fact be deductible.

Recovery of Prior Awards

The Compensation Committee has adopted a claw-back policy, which provides that in the event of an accounting restatement due to material noncompliance with financial reporting requirements under the U.S. federal securities laws, the Compensation Committee has the right to use reasonable efforts to recover from any of our current or former officers who received incentive-based compensation (including annual cash incentives, non-qualified stock options or restricted stock) during the three-year period preceding the date on which Cintas is required to prepare an accounting restatement, any excess incentive based compensation awarded as a result of the misstatement. This policy applies to incentive based compensation granted after June 1, 2011. This claw-back policy is intended to be interpreted (or in future years revised) in a manner consistent with any applicable rules or regulations adopted by the SEC or NASDAQ as contemplated by Section 10D of the Securities Exchange Act of 1934 and any other applicable law and shall otherwise be interpreted in the best business judgment of the Compensation Committee.

FISCAL ~~2020~~2022 SUMMARY

The following table provides information regarding the compensation of our Chief Executive Officer during fiscal 2022, our Chief Financial Officer during fiscal 2022, and our three other most highly compensated executive officers ~~during~~serving in such capacity at the end of fiscal ~~2020.~~2022. These individuals are collectively referred to as our named executive officers.

Name and Principal Position Fiscal
Year Salary
($) Bonus
($)
Stock Awards⁽¹⁾
($)
Option Awards⁽¹⁾
($)
Non-Equity
Incentive
Plan Compen-
sation⁽²⁾
($)
All Other
Compen-
sation⁽³⁾
($)
Total
($)
Scott D. Farmer 2020 1,273,080 — 4,814,270 — — 611,170 6,698,520
Chairman of the Board 2019 1,236,000 — 4,819,091 — 1,930,262 635,892 8,621,245
and Chief Executive Officer 2018 1,200,000 — 5,965,919 — 2,068,400 544,050 9,778,369
J. Michael Hansen 2020 593,250 — 641,469 364,573 — 104,949 1,704,241
Executive Vice President 2019 565,000 — 691,516 565,587 790,489 87,374 2,699,966
and Chief Financial Officer 2018 500,000 132,500 1,117,379 574,655 424,000 70,176 2,818,710
Todd M. Schneider 2020 709,670 — 1,069,202 607,671 — 99,964 2,486,507
Executive Vice President and 2019 689,000 — 1,160,839 967,615 1,033,148 168,480 4,019,082
and Chief Operating Officer
Michael L. Thompson 2020 534,240 — 605,847 344,327 — 89,279 1,573,693
Executive Vice President and 2019 508,800 — 681,579 619,654 703,565 132,216 2,645,814
Chief Administrative Officer 2018 428,480 125,000 1,035,159 532,491 342,700 118,609 2,582,439
Thomas E. Frooman 2020 567,706 — 618,068 351,273 — 95,472 1,632,519
Senior Vice President, 2019 551,171 — 653,045 316,895 457,293 91,547 2,069,951
Secretary and General Counsel 2018 535,118 132,500 1,100,278 460,623 471,038 82,149 2,781,706


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards(1) ($)	Option Awards(1) ($)	Non-Equity Incentive Plan Compen- sation(2) ($)	All Other Compen- sation(3) ($)	Total ($)
Todd M. Schneider	2022	1,000,000	—	4,316,592	506,307	1,850,000	104,201	7,777,100
President and Chief Executive Officer	2021	638,703	—	1,176,207	676,531	1,110,486	139,808	3,741,735
	2020	709,670	—	1,069,202	607,671	—	99,964	2,486,507
Scott D. Farmer	2022	500,000	—	2,073,717	—	925,000	407,029	3,905,746
Executive Chairman of the Board	2021	1,145,772	—	5,058,293	—	2,073,561	757,767	9,035,393
	2020	1,273,080	—	4,814,270	—	—	611,170	6,698,520
J. Michael Hansen	2022	616,980	—	490,988	491,455	915,544	69,540	2,584,507
Executive Vice President and Chief Financial Officer	2021	533,925	—	705,661	405,882	732,919	110,929	2,489,316
	2020	593,250	—	641,469	364,573	—	104,949	1,704,241
Michael L. Thompson	2022	560,952	—	927,684	—	891,884	80,583	2,461,103
Executive Vice President and Chief Administrative Officer	2021	480,816	—	998,368	—	707,195	107,051	2,293,430
	2020	534,240	—	605,847	344,327	—	89,279	1,573,693
D. Brock Denton	2022	500,000	—	467,920	582,818	477,000	18,853	2,046,591
Senior Vice President, General Counsel and Secretary

⁽¹⁾The amounts reported for fiscal 2022 restricted stock and stock options are the aggregate grant date fair values of awards granted during the fiscal year calculated in accordance with ~~Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718).~~ASC 718. For more information on the assumptions used for these awards, see Note 1213 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended May 31, ~~2020.~~2022. Amounts disclosed for fiscal 2022 represent the probable outcome of the applicable performance ~~conditions, if applicable.~~conditions. In the event that the highest level of performance was achieved for these awards, the aggregate amounts would be as follows: ~~$9,628,541~~$8,970,726 for Mr. ~~Farmer, $2,012,085~~Schneider; $4,147,434 for Mr. ~~Hansen, $3,353,747~~Farmer; $1,964,886 for Mr. ~~Schneider, $1,900,348~~Hansen; $1,855,369 for Mr. ~~Thompson~~Thompson; and ~~$1,938,681~~$1,874,234 for Mr. ~~Frooman.~~Denton.

⁽²⁾Reflects ~~that no~~for fiscal 2022 the annual cash incentive awards ~~were paid to~~earned by the named executive officers ~~for fiscal 2020~~ under the Management Incentive Plan as discussed in further detail beginning on page ~~14.~~25.

⁽³⁾All other compensation for fiscal ~~2020~~2022 includes reimbursements or payments for ~~auto~~automobile allowances, executive medical ~~programs,~~program participation, Partner's Plan contributions and restricted stock dividends. Cintas Partners' Plan contributions were as follows: ~~$11,564~~$14,966 for Mr. ~~Farmer, $9,127~~Schneider; $15,111 for Mr. ~~Hansen, $11,459~~Farmer; $12,519 for Mr. ~~Schneider,~~Hansen; $~~11,380~~14,857 for Mr. ~~Thompson~~Thompson; and ~~$11,302~~$3,736 for Mr. ~~Frooman.~~Denton. Restricted stock dividends were as follows: ~~$562,795~~$72,566 for Mr. ~~Farmer, $68,371~~Schneider; $353,911 for Mr. ~~Hansen, $71,803~~Farmer; $46,443 for Mr. ~~Schneider, $61,713~~Hansen; $47,927 for Mr. ~~Thompson~~Thompson; and ~~$68,348~~$274 for Mr. ~~Frooman.~~Denton. Prior to fiscal 2021, dividends on Cintas' outstanding common stock had historically been paid annually. In fiscal 2021, however, Cintas' Board of Directors approved a change in dividend policy from an annual dividend to quarterly dividends. All other compensation for fiscal ~~2020~~2022 also includes financial planning fees for Mr. ~~Farmer and personal use of Cintas' aircraft by Mr. Hansen valued at $11,275.~~Farmer.

GRANTS OF PLAN-BASED

AWARDS FOR FISCAL ~~2020~~2022

The following table sets forth certain information regarding all grants of plan-based awards made to the named executive officers during fiscal ~~2020:~~2022:

⁽¹⁾Mr. ~~Farmer~~Schneider and Mr. ~~Schneider~~Farmer are eligible for an annual cash incentive and a long-term equity incentive award based on the achievement of targeted fiscal ~~2020~~2022 Cintas EPS and fiscal ~~2020~~2022 sales growth. Mr. ~~Farmer~~Schneider and Mr. ~~Schneider~~Farmer are also eligible for an annual cash incentive based on the accomplishment of non-financial goals outlined by the Compensation Committee. If Cintas meets the targeted EPS and targeted sales growth and the named executive officer achieves his non-financial goals, he will receive the targeted amount for the annual cash incentive. The portion of the annual cash incentive related to EPS and sales growth can decrease to 0% or increase up to 200%. The portion of the annual cash incentive related to the non-financial performance goals can decrease to 0% but not exceed the targeted amount, depending on the extent to which these goals are achieved. If the goals up to a certain level are not met, no incentive will be paid. Restricted stock ~~and non-qualified stock options are~~is granted pursuant to the terms and conditions of the 2016 Plan based on achievement against fiscal ~~2020~~2022 EPS and sales growth goals. In addition, as previously discussed, on July 27, 2021, Mr. Schneider was awarded 6,179 non-qualified stock options and 434 shares of restricted stock under the 2016 Plan due to his promotion.

⁽²⁾Mr. Hansen, Mr. Thompson and Mr. ~~Frooman~~Denton are eligible for an annual cash incentive and a long-term equity incentive award based on the achievement of targeted fiscal ~~2020~~2022 Cintas EPS and an individual performance component (consisting of aan overall subjective performance evaluation rather than performance against specified individual performance goals). If Cintas meets the targeted EPS and the named executive officer ~~achieves his~~meets a particular individual ~~goals,~~performance level, he will receive the targeted amount. This amount can decrease to 0% or increase up to 200% of the target depending on the extent to which the EPS goal and individual ~~goals~~performance are achieved. If ~~the goals~~achievement up to a certain level ~~are~~is not ~~met,~~attained, no incentive will be paid. Restricted stock and non-qualified stock options are granted pursuant to the terms and conditions of the 2016 Plan based on achievement against fiscal ~~2020~~2022 EPS goals and individual achievement. In addition, as

previously discussed, on August 27, 2021, Mr. Denton was awarded 2,045 non-qualified stock options and 144 shares of restricted stock under the 2016 Plan due to his promotion.

(3)With consideration that Mr. Schneider, Mr. Farmer isand Mr. Thompson are over the age of 55, the Compensation Committee determined that Mr. Schneider's, Mr. Farmer's and Mr. Thompson's long-term equity incentive awards would be paid in restricted stock. Restricted stock generally vests after three years from the date of ~~the grant and is settled in shares.~~actual grant.

⁽⁴⁾Represents the stock option portion of the fiscal ~~2020~~2022 equity opportunity. Stock options generally vest at a rate of 33% per year, beginning on the third anniversary of the date of actual grant of the stock options and ending on the fifth anniversary of the date of ~~grant.~~actual grant of the stock options.

⁽⁵⁾Represents the restricted stock portion of the fiscal ~~2020~~2022 equity opportunity, actual grants under which will generally vest three years from the date of actual ~~grant.~~grant of the shares.

⁽⁶⁾The exercise price of the option portion of the fiscal ~~2020~~2022 equity opportunity is equal to the closing stock price on the date of actual grant of the stock options. The exercise prices of the options granted to Mr. Schneider on July 27, 2021 and the options granted to Mr. Denton on August 27, 2021 are each equal to the closing stock price on the applicable date of grant. See page 2334 for more information.

⁽⁷⁾Amounts shown in this column represent the grant date fair value of stock and option awards calculated in accordance with ASC 718. The fair value of stock awards was determined by using the closing stock price on the date of the grant. The fair value of option awards was determined using the Black-Scholes model.

OUTSTANDING EQUITY AWARDS

AT FISCAL ~~2020~~2022 YEAR-END

The following table provides information regarding unexercised stock options and unvested stock awards held by our named executive officers as of May 31, ~~2020:~~2022 (plus grants made on July 26, 2022):

Option Awards⁽¹⁾

Stock Awards⁽²⁾

⁽¹⁾Stock options have a 10-year term and generally vest at a rate of 33% per year, beginning on the third anniversary of the date of grant and ending on the fifth anniversary of the date of grant.

⁽²⁾ Restricted stock ~~and restricted stock unit~~ awards generally vest three years from the date of grant. The following table indicates the dates when the shares of restricted stock ~~or restricted stock units~~ held by each named executive officer vest and are no longer subject to forfeiture:

Vesting
Date Scott D.
Farmer J. Michael
Hansen Todd M.
Schneider Michael L.
Thompson Thomas E.
Frooman
7/25/2020 — 12,636 10,433 11,036 12,415
8/7/2020 97,877 — — — —
7/24/2021 — 8,323 8,881 7,849 9,015
7/30/2021 84,250 — — — —
7/31/2021 — 306 551 428 —
7/22/2022 38,577 — — — —
7/23/2022 — 5,547 8,293 4,888 5,373
7/28/2023 18,515 2,467 4,112 2,330 2,377


Vesting Date	Todd M. Schneider	Scott D. Farmer	J. Michael Hansen	Michael L. Thompson	D. Brock Denton






7/22/2022	—	38,577	—	—	—
7/23/2022	8,293	—	5,547	4,888	—
7/28/2023	4,112	18,515	2,467	2,330	—
7/27/2024	7,310	29,892	3,902	5,521	—
8/27/2024	—	—	—	—	144
7/26/2025	21,086	10,542	2,496	4,716	2,092

VESTED FOR FISCAL ~~2020~~2022

⁽¹⁾Calculated by multiplying the difference between the closing price of Cintas common stock at the time of the exercise and the exercise price by the number of shares.

⁽²⁾Calculated by multiplying the closing price on the date of vesting by the number of shares.

NONQUALIFIED DEFERRED

COMPENSATION FOR FISCAL ~~2020~~2022

Our named executive officers may elect to defer up to 75% of their base salary and up to 90% of their earned annual cash incentive awards. Amounts deferred are credited to the named executive officer's account under the Deferred Compensation Plan and are fully vested.

Future payments are distributed in a lump sum or in annual installments, based on the choice of the named executive officer. If the form of payment selected provides for subsequent payments, subsequent payments will be made on the anniversary of the initial payment. All amounts are payable in a lump sum if the named executive officer terminates employment prior to meeting the definition of retirement; should they meet the definition of retirement, the balance will be distributed as elected. All distribution decisions and payments under the Deferred Compensation Plan are subject to compliance with Section 409A of the Internal Revenue Code.

While deferred, amounts are credited with "earnings" as if they were invested as the named executive officers chose in one or more investment options available under the Deferred Compensation Plan. The named executive officers' accounts under the Deferred Compensation Plan will be adjusted from time to time, up or down, depending upon performance of the investment options chosen.

The following table provides information relating to the activity in the Deferred Compensation Plan accounts of the named executive officers during fiscal ~~2020~~2022 and the aggregate balance of the accounts as of May 31, ~~2020:~~2022:

May 31, 2020⁽³⁾

⁽¹⁾Executive contributions are included in the named executive officer's salary and/or non-equity incentive plan compensation, as applicable and as presented in the Fiscal ~~2020~~2022 Summary Compensation Table.

⁽²⁾Reflects the amount of ~~earnings~~loss during fiscal ~~2020~~2022 based on the performance of the investment options chosen by the named executive officer. None of these loss amounts are included in the Fiscal ~~2020~~2022 Summary Compensation Table.

⁽³⁾Include contributions previously reported in the Summary Compensation Tables for prior years as follows: $81,152 for Mr. Schneider; $7,457,678 for Mr. ~~Farmer, $316,448~~Farmer; $325,569 for Mr. ~~Hansen, $81,152 for Mr. Schneider,~~Hansen; and $325,345 for Mr. ~~Thompson and $27,459 for Mr. Frooman.~~Thompson.

POTENTIAL PAYMENTS UPON TERMINATION,

RETIREMENT OR CHANGE OF CONTROL

Payments Made Upon Termination

Regardless of the manner in which an executive officer's employment terminates, except for a "for cause" termination, they are entitled to receive amounts earned during their term of employment. Such amounts include:

•except as otherwise described below, the right to exercise within 60 days of termination all vested stock options granted under Cintas' equity compensation plans as reflected in the Outstanding Equity Awards at Fiscal ~~2020~~2022 Year-End table;

•amounts contributed, earned and vested under the Cintas Partners' Plan; and

•amounts contributed and earned under the Deferred Compensation Plan as reflected in the Nonqualified Deferred Compensation for Fiscal ~~2020~~2022 table.

In addition, if Cintas elects to terminate an executive officer, they will receive four weeks' written notice or four weeks of base salary instead of notice. Generally, Cintas makes no payments to executives terminated for cause. Cintas has no other policy regarding severance payments.

Payments Made Upon Retirement

If an executive officer retires as defined in the applicable plans, they are entitled to receive amounts earned during their term of employment. Such amounts include:

•vested non-qualified stock options granted under the Company’s 2005 Equity Compensation Plan (plus stock options, stock appreciation rights and other performance-based equity awards granted under the 2016 Plan) would maintain the standard grant expiration date which is 10 years from the grant issuance date, and restricted stock awards granted under the 2016 Plan would immediately vest upon retirement in accordance with the 2016 Plan;

•amounts contributed, earned and vested under the Cintas Partners' Plan; and

•amounts contributed and earned under the Deferred Compensation Plan as reflected in the Nonqualified Deferred Compensation for Fiscal ~~2020~~2022 table.

Cintas has no overarching policy regarding retirement arrangements.

Payments Made Upon Death or Disability

In the event of the death or disability of an executive officer, in addition to the benefits listed under the heading "Payments Made Upon Retirement" above for the Cintas Partners' Plan and Deferred Compensation Plan, the named executive officer will receive benefits under Cintas' disability plan or payments under Cintas' life insurance plan, as appropriate. In the event of death, outstanding equity awards granted under the Company’s ~~2005 Equity Compensation~~2016 Plan will immediately ~~vest, and outstanding equity awards granted under the 2016 Plan will continue vesting in accordance with the terms of the 2016 Plan.~~vest. In the event of disability, outstanding equity awards granted under the Company’s ~~2005 Equity Compensation Plan or the~~ 2016 Plan will continue to vest in accordance with the applicable plan. These payments are generally available to all employee-partners.

Payments Made Upon a Change of Control

Cintas has no overarching policy regarding payments made upon a change of control. Assuming that outstanding equity awards are assumed or converted into replacement awards in connection with a change of control, such awards would vest in full in the event that the grantee is terminated without cause (or ~~for awards granted under the 2016 Plan,~~ resigns for good reason) within 24 months following the change of control. If the outstanding equity awards are not assumed or replaced with replacement awards, they would immediately vest with the change of control. In addition, if an executive officer is terminated without cause upon a change of control, they will receive four weeks' written notice or four weeks of base salary instead of notice.

The following table estimates the value of potential executive payments and benefits due to the named executive officers upon certain terminations of employment or a change of control, assuming such events occurred on

May 31, 2022. These estimates do not reflect the actual amounts that would be paid to the named executive officer, which would only be known at the time that they become eligible for payment and would only be payable if the specified event occurs. The actual compensation to be paid to a named executive officer can only be determined at the time such named executive officer’s employment is terminated and may vary based on factors such as the timing during the year of any such event, our stock price, the named executive officer’s age and any changes to our benefit arrangements and policies. In addition to the amounts set forth in the table below, each named executive officer would be entitled to receive any accrued and vested benefits under the Cintas Partners' Plan and the Deferred Compensation Plan in accordance with the terms of such plans. See the Nonqualified Deferred Compensation for Fiscal 2022 section for information regarding fiscal year-end balances of each named executive officer's nonqualified deferred compensation.


APPROVAL OF AMENDMENTS TO THE COMPANY’S RESTATED ARTICLES OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS						48
~~APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION~~Approval Of Amendments To The Company’s Restated Articles Of Incorporation To Eliminate The Supermajority Voting Requirement For Business Combinations With Interested Persons - Item 4						3449
~~RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Approval Of Amendments To The Company’s Restated Articles Of Incorporation To Eliminate The Supermajority Voting Requirement To Remove Directors For Cause - Item 5						3550
~~VOTE ON SHAREHOLDER PROPOSAL REGARDING REPORT ON POLITICAL CONTRIBUTIONS~~Approval Of Amendments To The Company’s Restated Articles Of Incorporation To Eliminate The Supermajority Voting Requirement For Shareholder Approval Of Mergers, Share Exchanges, Asset Sales And Dissolutions - Item 6						3651
SHAREHOLDER PROPOSALS						52
Shareholder Proposal Regarding Special Shareholder Meeting Improvement - Item 7						52
Shareholder Proposal Regarding a Report on Political Contributions - Item 8						55

INFORMATION ABOUT THE ANNUAL MEETING						57
General Information						57
Proposals for Next Year						59
Other Matters						59

QUESTIONS						3960


		Option Awards⁽¹⁾										Stock Awards⁽²⁾				Option Awards(1)			Stock Awards(2)
Name	Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)
Scott D.		7/23/2012	136,093	—	37.57	7/23/2022
Farmer		7/29/2013	73,422	—	46.91	7/29/2023
		—					239,219	59,316,743
J. Michael		7/17/2014	11,000	—	63.45	7/17/2024
Hansen		1/30/2015	16,000	—	78.70	1/30/2025
Todd M.									Todd M.	7/25/2017	—		8,885	137.30	7/25/2027
Schneider									Schneider	7/25/2017	—		1,549	137.30	7/25/2027
		7/20/2015	10,500	5,250	86.10	7/20/2025				7/24/2018	—		17,762	206.99	7/24/2028
		7/26/2016	8,790	17,580	108.39	7/26/2026				7/31/2018	—		5,492	204.48	7/31/2028
		10/13/2016	2,492	4,986	109.33	10/13/2026				7/23/2019	—		24,880	260.79	7/23/2029
		7/25/2017	—	25,596	137.30	7/25/2027				7/28/2020	—		12,336	293.56	7/28/2030
		7/25/2017	—	12,306	137.30	7/25/2027				7/27/2021	—		20,629	388.86	7/27/2031
		7/24/2018	—	24,967	206.99	7/24/2028				7/27/2021	—		6,179	388.86	7/27/2031
		7/31/2018	—	4,576	204.48	7/31/2028				—							40,801	16,252,262
		7/23/2019	—	16,640	260.79	7/23/2029
		7/28/2020	—	7,401	293.56	7/28/2030
		—					29,279	7,260,021
Todd M.		7/20/2015	—	12,554	86.10	7/20/2025
Schneider		7/26/2016	—	19,798	108.39	7/26/2026
Scott D.									Scott D.
Farmer									Farmer	—							97,526	38,847,532
J. Michael									J. Michael	7/25/2017	—		8,532	137.30	7/25/2027
Hansen									Hansen	7/25/2017	—		4,102	137.30	7/25/2027
		7/25/2017	—	26,653	137.30	7/25/2027				7/24/2018	—		16,645	206.99	7/24/2028
		7/25/2017	—	4,645	137.30	7/25/2027				7/31/2018	1,525		3,051	204.48	7/31/2028
		7/24/2018	—	26,643	206.99	7/24/2028				7/23/2019	—		16,640	260.79	7/23/2029
		7/31/2018	—	8,237	204.48	7/31/2028				7/28/2020	—		7,401	293.56	7/28/2030
		7/23/2019	—	24,880	260.79	7/23/2029				7/27/2021	—		11,708	388.86	7/27/2031
		7/28/2020	—	12,336	293.56	7/28/2030				7/26/2022	—		11,848	397.83	7/26/2032
		—					32,270	8,001,669		—							14,412	5,740,732
Michael L.	Michael L.	3/21/2013	2,500	—	43.19	3/21/2023			Michael L.	7/25/2017	—		7,302	137.30	7/25/2027
Thompson	Thompson	7/17/2013	11,467	—	47.22	7/17/2023			Thompson	7/25/2017	—		3,734	137.30	7/25/2027
		7/17/2014	16,800	—	63.45	7/17/2024				7/24/2018	—		15,697	206.99	7/24/2028
		7/20/2015	12,800	6,400	86.10	7/20/2025				7/31/2018	—		4,272	204.48	7/31/2028
		7/26/2016	9,429	18,860	108.39	7/26/2026				7/23/2019	—		14,663	260.79	7/23/2029
		7/25/2017	—	21,904	137.30	7/25/2027				7/28/2020	—		6,990	293.56	7/28/2030
		7/25/2017	—	11,200	137.30	7/25/2027				—							17,455	6,952,850
D. Brock									D. Brock	8/27/2021	—		2,045	391.69	8/27/2031
Denton									Denton	7/26/2022	—		9,932	397.83	7/26/2032
		7/24/2018	—	23,545	206.99	7/24/2028				—							2,236	890,666
		7/31/2018	—	6,407	204.48	7/31/2028
		7/23/2019	—	14,663	260.79	7/23/2029
		7/28/2020	—	6,990	293.56	7/28/2030
		—					26,531	6,578,627
Thomas E.		7/20/2015	—	9,684	86.10	7/20/2025
Frooman		7/26/2016	—	16,300	108.39	7/26/2026
		7/25/2017	—	21,904	137.30	7/25/2027
		7/25/2017	—	8,098	137.30	7/25/2027
		7/24/2018	—	22,073	206.99	7/24/2028
		7/23/2019	—	13,012	260.79	7/23/2029
		7/28/2020	—	7,131	293.56	7/28/2030
		—					29,180	7,235,473


		Option Awards			Stock Awards				Option Awards			Stock Awards
Name	Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise⁽¹⁾ ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting⁽²⁾ ($)	Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise(1) ($)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting(2) ($)
Todd M. Schneider						Todd M. Schneider	31,958	8,004,591		9,432	3,728,208
Scott D. Farmer	Scott D. Farmer	—	—	105,124	27,230,270	Scott D. Farmer	73,422	24,694,755		84,250	33,209,665
J. Michael Hansen	J. Michael Hansen	12,994	2,928,892	9,305	2,438,074	J. Michael Hansen	34,732	9,848,604		8,629	3,411,034
Todd M. Schneider		45,772	8,377,285	9,899	2,590,469
Michael L. Thompson	Michael L. Thompson	—	—	9,430	2,467,737	Michael L. Thompson	30,448	7,250,089		8,277	3,271,733
Thomas E. Frooman		27,517	5,030,854	10,236	2,678,659
D. Brock Denton						D. Brock Denton	—	—		—	—


Name	Name	Executive Contributions in Last FY⁽¹⁾ ($)	Aggregate Earnings in Last FY⁽²⁾ ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at May 31, 2020⁽³⁾ ($)	Name	Executive Contributions in Last Fiscal Year(1) ($)	Aggregate Earnings in Last Fiscal Year(2) ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at May 31, 2022(3) ($)
Todd M. Schneider						Todd M. Schneider	—	(356,880)	—	4,417,915
Scott D. Farmer	Scott D. Farmer	—	950,170	—	10,524,763	Scott D. Farmer	—	(1,177,660)	—	13,045,876
J. Michael Hansen	J. Michael Hansen	5,927	35,977	—	701,416	J. Michael Hansen	—	(89,875)	—	889,437
Todd M. Schneider		—	314,064	—	4,123,952
Michael L. Thompson	Michael L. Thompson	—	183,661	(284,256)	2,020,965	Michael L. Thompson	—	(264,572)	(235,198)	2,115,775
Thomas E. Frooman		102,468	2,619	(1,908)	129,605
D. Brock Denton						D. Brock Denton	2,019	(92)	—	1,927


Name	Fees Earned or Paid in Cash⁽¹⁾ ($)	Stock Awards⁽²⁾ ($)	Option Awards⁽²⁾ ($)	Total ($)

Gerald S. Adolph	98,925	70,003	70,044	238,972
John F. Barrett	96,450	70,003	70,044	236,497
Melanie W. Barstad	93,900	70,003	70,044	233,947
Karen L. Carnahan	93,750	70,003	70,044	233,797
Robert E. Coletti	83,475	70,003	70,044	223,522
James J. Johnson	95,550	70,003	70,044	235,597
Joseph Scaminace	116,650	70,003	70,044	256,697
Ronald W. Tysoe	106,800	70,003	70,044	246,847


TABLE OF CONTENTS						~~Page~~

~~GENERAL INFORMATION~~						1
~~ELECTION OF DIRECTORS~~						3
CORPORATE GOVERNANCE						6
~~AUDIT COMMITTEE REPORT~~ MATTERS						9
~~COMPENSATION COMMITTEE REPORT~~Election of Directors - Item 1						119
~~EXECUTIVE COMPENSATION~~Board Diversity						129
~~PRINCIPAL SHAREHOLDERS~~Corporate Governance						15
Board's Roles and Responsibilities						15
Leadership Structure						15
Risk Oversight						16
Environmental, Social and Governance (ESG)						16
Corporate Culture and Strategy						16
Board Committees and Meetings						17
Nominating and Corporate Governance Committee						18
Audit Committee						18
Compensation Committee						19
Nonemployee Director Compensation						20
Stock Ownership Guidelines and Anti-Hedging Policy						21

COMPENSATION MATTERS						22
Compensation Committee Report						22
Executive Compensation						22
Executive Officers						22
Compensation Discussion and Analysis						23
Key Elements of Compensation						24
Base Salaries						24
Annual Cash Incentives						25
Long-Term Equity Incentives						27
Health, Retirement and Other Benefits						29
Stock Ownership Guidelines						29
Anti-Hedging Policy, Change in Control Agreements and Recovery of Prior Awards						30
~~SECURITY OWNERSHIP OF DIRECTOR NOMINEES AND NAMED EXECUTIVE OFFICERS~~Summary Compensation Table						31
Grants of Plan-Based Awards Table						32
Outstanding Equity Awards Table						34
Option Exercises and Stock Vested Table						35
Nonqualified Deferred Compensation						36
Potential Payments Upon Termination, Retirement or Change of Control						37
CEO Pay Ratio						40
Approval, on an Advisory Basis, of Named Executive Officer Compensation - Item 2						41

AUDIT COMMITTEE MATTERS						42
Audit Committee Report						42
Fees to Independent Registered Public Accounting Firm						43
Ratification of Appointment of Independent Registered Public Accounting Firm - Item 3						44

STOCK OWNERSHIP						45
Principal Shareholders						45
Security Ownership of Director Nominees and Named Executive Officers						46


RELATED PERSON TRANSACTIONS						3347


	Fiscal 2020		Fiscal 2019
Audit Fees⁽¹⁾	$	1,676,926	$	1,726,000
Tax Fees⁽²⁾	$	417,781	$	665,644
Audit Related Fees⁽³⁾	$	110,700	$	117,500


Name	Base Salary		Increase Over the Prior Fiscal Year
Scott D. Farmer	$	1,273,080	3.0%
J. Michael Hansen	$	593,250	5.0%
Todd M. Schneider	$	709,670	3.0%
Michael L. Thompson	$	534,240	5.0%
Thomas E. Frooman	$	567,706	3.0%


				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards					Estimated Possible Payouts Under Equity Incentive Plan Awards									Exercise or Base Price of Option Awards⁽⁶⁾ ($/sh)		Grant Date Fair Value of Stock and Option Awards⁽⁷⁾ ($)			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards				Estimated Possible Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Under-lying Options (#)	Exercise or Base Price of Option Awards(6) ($/sh)	Grant Date Fair Value of Stock and Option Awards(7) ($)
Name	Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)				Exercise or Base Price of Option Awards⁽⁶⁾ ($/sh)		Grant Date Fair Value of Stock and Option Awards⁽⁷⁾ ($)		Name	Grant Date				Target ($)	Maxi-mum ($)		Thresh-old (#)	Target (#)	Maxi-mum (#)	All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Under-lying Options (#)	Exercise or Base Price of Option Awards(6) ($/sh)
Todd M.																—						—				6,179
Schneider(1)												Schneider(1)	7/27/2021		—							—			434	—		168,765
															0		1,000,000		1,850,000			—
													8/16/2021(3)		—							0	10,543	21,086	—			4,147,827
Scott D.	Scott D.		0	1,273,080	2,336,102							Scott D.			0		500,000		925,000			—
Farmer⁽¹⁾	Farmer⁽¹⁾	8/15/2019⁽³⁾				0	18,515	37,030			4,814,270	Farmer(1)	8/16/2021(3)		—							0	5,271	10,542	—			2,073,717
J. Michael	J. Michael		0	440,193	880,386							J. Michael			0		457,772		915,544			—
Hansen⁽²⁾	Hansen⁽²⁾	8/15/2019⁽⁴⁾				0	7,401	14,802		260.02	364,573	Hansen(2)	8/16/2021(4)		—							0	5,924	11,848	—		393.42	491,455
		8/15/2019⁽⁵⁾				0	2,467	4,934			641,469		8/16/2021(5)		—							0	1,248	2,496	—			490,988
Todd M.			0	677,023	1,252,493
Schneider⁽¹⁾		8/15/2019⁽⁴⁾				0	12,336	24,672		260.02	607,671
Michael L.												Michael L.			0		445,942		891,884			—
		8/15/2019⁽⁵⁾				0	4,112	8,224			1,069,202
Michael L.			0	424,742	849,484
Thompson⁽²⁾	Thompson⁽²⁾	8/15/2019⁽⁴⁾				0	6,990	13,980		260.02	344,327	Thompson(2)	8/16/2021(3)		—							0	2,358	4,716	—			927,684
D. Brock												D. Brock			0		238,500		477,000			—
Denton(2)												Denton(2)	8/16/2021(4)		—							0	4,966	9,932	—		393.42	411,979
		8/15/2019⁽⁵⁾				0	2,330	4,660			605,847		8/16/2021(5)		—							0	1,046	2,092	—			411,517
Thomas E.			0	270,830	541,660
Frooman⁽²⁾		8/15/2019⁽⁴⁾				0	7,131	14,262		260.02	351,273
		8/15/2019⁽⁵⁾				0	2,377	4,754			618,068		8/27/2021		—							—				2,045	391.69	170,839
													8/27/2021		—							—			144	—		56,403


Executive Payments and Benefits Upon Separation	Involuntary Termination by Company Without Cause ($)	Involuntary Termination by Company For Cause ($)	Retirement(1) ($)	Death ($)	Termination as a Result of Disability ($)	Qualifying Termination in Connection with a Change of Control(2) ($)

Todd M. Schneider
Cash payments(3)	76,924	—	—	—	—	76,924
Value of stock options(4)	—	—	—	12,155,102	12,155,102	12,155,102
Value of restricted stock awards(5)	—	—	—	16,252,262	16,252,262	16,252,262
Insurance(6)	—	—	—	100,000	—	—

Total	76,924	—	—	28,507,364	28,407,364	28,484,288
Scott D. Farmer
Cash payments(3)	38,460	—	—	—	—	38,460
Value of stock options(4)	—	—	—	—	—	—
Value of restricted stock awards(5)	38,847,532	—	38,847,532	38,847,532	38,847,532	38,847,532
Insurance(6)	—	—	—	100,000	—	—

Total	38,885,992	—	38,847,532	38,947,532	38,847,532	38,885,992
J. Michael Hansen
Cash payments(3)	47,460	—	—	—	—	47,460
Value of stock options(4)	—	—	—	10,550,632	10,550,632	10,550,632
Value of restricted stock awards(5)	—	—	—	5,740,732	5,740,732	5,740,732
Insurance(6)	—	—	—	100,000	—	—

Total	47,460	—	—	16,391,364	16,291,364	16,338,824
Michael L. Thompson
Cash payments(3)	43,152	—	—	—	—	43,152
Value of stock options(4)	—	—	—	9,461,410	9,461,410	9,461,410
Value of restricted stock awards(5)	—	—	—	6,952,850	6,952,850	6,952,850
Insurance(6)	—	—	—	100,000	—	—

Total	43,152	—	—	16,514,260	16,414,260	16,457,412
D. Brock Denton
Cash payments(3)	38,460	—	—	—	—	38,460
Value of stock options(4)	—	—	—	18,545	18,545	18,545
Value of restricted stock awards(5)	—	—	—	890,666	890,666	890,666
Insurance(6)	—	—	—	100,000	—	—
Total	38,460	—	—	1,009,211	909,211	947,671


Name	Restricted Stock Outstanding (#)	Options Outstanding (#)

Gerald S. Adolph	255	24,065
John F. Barrett	255	23,454
Melanie W. Barstad	255	16,199
Karen L. Carnahan	255	1,860
Robert E. Coletti	255	8,743
James J. Johnson	255	24,065
Joseph Scaminace	255	16,199
Ronald W. Tysoe	255	20,122


	Fiscal 2022		Fiscal 2021
Audit Fees(1)	$	1,714,868	$	1,675,617
Tax Fees(2)	$	171,620	$	200,116
Audit Related Fees(3)	$	190,000	$	110,700


~~Name of Beneficial Owner~~	~~Amount and Nature of~~ ~~Beneficial Ownership~~	~~Percent~~ ~~of Class~~
~~Scott D. Farmer~~⁽¹⁾	~~15,479,546~~⁽⁴⁾	~~14.7~~	%
~~Vanguard Group, Inc.~~⁽²⁾	~~9,850,319~~⁽⁵⁾	~~9.3~~	%
~~Blackrock, Inc.~~⁽³⁾	~~6,103,545~~⁽⁶⁾	~~5.8~~	%
		AUDIT COMMITTEE MATTERS


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Scott D. Farmer (1)	14,421,232 (4)	14.1%
Vanguard Group, Inc.(2)	9,609,046 (5)	9.4%
Blackrock, Inc.(3)	7,204,035 (6)	7.1%


		Common Stock Beneficially Owned(1)
Name of Beneficial Owner	Position	Amount and Nature of Beneficial Ownership	Percent of Class
Scott D. Farmer	Executive Chairman of the Board	14,421,232(2)	14.1%
Gerald S. Adolph	Director	48,191	*
John F. Barrett	Director	37,034(3)	*
Melanie W. Barstad	Director	21,364	*
Karen L. Carnahan	Director	9,702	*
Robert E. Coletti	Director	448,915(4)	*
Joseph Scaminace	Director	21,655	*
Ronald W. Tysoe	Director	24,610	*
Todd M. Schneider	President, Chief Executive Officer and Director	165,249	*
J. Michael Hansen	Executive Vice President and Chief Financial Officer	110,718(5)	*
Michael L. Thompson	Executive Vice President and Chief Administrative Officer	99,297(6)	*
D. Brock Denton	Senior Vice President, General Counsel and Secretary	2,236	*
All Directors and Executive Officers as a Group (12 persons)		15,410,203(7)	15.1%


·			We have a declassified Board, in which all of our directors are elected annually.


·			We have a strong independent Lead Director with delineated leadership duties.


·			The Board is currently comprised of a majority of independent directors (6 of 9 directors are independent).
·			In response to feedback from shareholders, the Board has approved, and is asking shareholders to approve at the Annual Meeting, amendments to the Company’s Restated Articles of Incorporation to eliminate supermajority voting requirements.


·			We align our directors’ and executive officers’ interests with those of our shareholders through robust ownership requirements.


·			All director nominees are evaluated in the same manner by the Nominating and Corporate Governance Committee, without regard to the source of the nominee recommendation.
·			Pursuant to our Corporate Governance Guidelines, we have committed that the initial list from which new independent director nominees are chosen will include qualified female and racially/ethnically diverse candidates.


·			The Company has a majority voting standard for uncontested director elections and a director resignation policy.


·			Shareholders holding at least 50% of the Company’s common stock already have the right to call special meetings.
·			Shareholders have always been allowed to voice their concerns and ask questions live, over the phone or via an online portal, during our Annual Meetings.
·			The Board holds quarterly executive sessions comprised of only the independent directors.
·			We do not have a “poison pill,” which is a defensive tactic used by a company’s board of directors against a takeover.