Good morning and welcome to Cintas Corporation's 2025 Annual Shareholders Meeting. At this time, I would like to turn the meeting over to Scott Farmer, Cintas's Executive Chairman.
Thank you and good morning, everyone. It is now 11:30 A.M. Eastern Daylight Time, and I'm pleased to call to order the 2025 Annual Shareholders Meeting of Cintas Corporation. On behalf of the entire board, our officers, and employee partners, I'd like to thank you for attending our 42nd Annual Shareholders Meeting. We continue to conduct these meetings virtually to allow our shareholders across the globe to participate regardless of their geographic location. A recording of this meeting will be available on our virtual shareholder meeting site within 24 hours, and it will remain available until the next shareholders meeting. As a reminder, the conduct and rules for today's meeting are posted on this meeting website. When my remarks are concluded, there will be a brief opportunity for appropriate questions related to the business of the annual meeting, subject to time constraints.
Shareholders' questions may be submitted in the text box field provided on the web portal during this meeting. We're also asking shareholders who submit a question to include their name and email address as well. All other questions can be addressed by calling our Investor Relations Department anytime. I'd now like to introduce the members of our Board of Directors. After introducing our board members, we'll move into the formal portion of our meeting. Our Cintas directors are Melanie Barstad, Beverly Carmichael, Karen Carnahan, Bob Coletti, Scott Farmer, Marty Mucci, Joe Scaminace, Todd Schneider, and Ron Tysoe. I'd like to thank my fellow board members for their leadership, guidance, and service to our company as we've navigated the challenges and opportunities of the past year. Present today representing Ernst & Young LLP, the company's independent auditor, is Nathan Wander.
We now like to begin the formal meeting where we'll handle all of the business matters. Brock Denton, General Counsel and Secretary of Cintas, certified that on September 16th, 2025, proper notice of the date, time, and meeting purpose, along with the web address for today's virtual meeting, was given to all shareholders of record on September 2nd, 2025. I hereby appoint Jim Rozelle as the election inspector. I'm pleased to announce that enough voting shares of the company are present by proxy to constitute a quorum. May I have a motion to dispense with the reading of the minutes of the previous shareholders meeting held on October 29th, 2024? So moved.
Thank you. At this time, any shareholders who are logged in but who have not already submitted a vote of their shares may do so now by clicking on the Vote Here icon on your screen. Please remember that if you have already voted by proxy, it is not necessary to vote again by online ballot. After voting has been completed on all matters on the agenda, the ballots will be collected and counted. The first order of business is the election of directors. The following persons have been nominated for election by the Nominating Committee of the Board of Directors to serve as directors until the next annual meeting of shareholders or until their successors are elected: Melanie Barstad, Beverly Carmichael, Karen Carnahan, Bob Coletti, Scott Farmer, Marty Mucci, Joe Scaminace, Todd Schneider, and Ron Tysoe.
No other persons have been nominated in accordance with the company's governing documents, so the nominations are closed. The Board of Directors recommends voting for the election of each director nominee named in the proxy statement. May I have a motion?
So moved.
Jim, what are the results of the election?
While a final tabulation will be made, all directors have been elected.
Thank you, Jim. The nominees are duly elected. The next matter to come before this annual meeting is the advisory vote to approve the compensation for named executive officers. The Board of Directors recommends that shareholders vote for the resolution approving on an advisory basis the compensation of the company's named executive officers as disclosed in the proxy statement. May I have a motion?
So moved.
Thank you. Jim, what are the results of the election?
While a final tabulation will be made, the resolution approving on an advisory basis the compensation of the company's named executive officers as disclosed in the proxy statement has been approved.
Thank you, Jim. The next matter to come before this annual meeting is the ratification of the appointment of Ernst & Young as Cintas's independent auditors for fiscal year 2025 . The Board of Directors recommends that shareholders vote for the ratification of the appointment of Ernst & Young as Cintas's independent auditors for fiscal year 2025 . May I have a motion?
So moved.
Jim, what are the results of the election?
While a final tabulation will be made, the resolution ratifying the appointment of Ernst & Young has passed.
Thank you, Jim. If properly presented, the next matter to come before this annual meeting is a vote on a shareholder proposal regarding support for a shareholder ability to call for a special shareholder meeting. The shareholder proposal, the shareholders' supporting statement, and the company's statement of opposition to the proposal are included in the proxy statement. The board recommends a vote against this proposal. We understand that Mr. Chevedden is on the phone line. Mr. Chevedden, in accordance with the three-minute time limitation and requirements to present your proposal, as outlined in the Rules of Conduct that were provided to you in advance, you may present your proposal now. Please proceed.
Hello, this is John Chevedden. Proposal four for a reasonable opportunity for Cintas shareholders to call for a special shareholder meeting. Shareholders ask the board of directors to take the steps necessary to amend the governing documents to give the owners of combined 10% of our outstanding common stock the power to call a special shareholder meeting. Proposal four reforms the ridiculous Cintas requirements that 50% of Cintas shares outstanding must sign on in order to call for a special shareholder meeting. This is even more ridiculous because it can mean more than 60% of the Cintas shares to vote at the annual meeting are needed to support a call for a special shareholder meeting.
Plus, Cintas insiders own 15% of Cintas stock, which in turn further reduces the pool of Cintas stock that is now needed to make up the ridiculous 50% of all shares outstanding to call for a special shareholder meeting. At Cintas, it's far more difficult to call for a special shareholder meeting than it is to get approval for a proposal at a Cintas shareholder meeting. This proposal received 48% support at the 2022 Cintas annual meeting in spite of Cintas insiders controlling 15% of the vote. Thus, the 48% support in 2022 represents far more than 50% support for the non-insider Cintas shareholders. Yet, Mr. Joseph Scaminace, Chair of the Cintas Governance Committee, sat on his hands and did nothing in response to this impressive vote at the 2022 Cintas annual meeting.
Cintas has had since 2022 to consider joining the vast majority of companies that already have a far more reasonable percent of shares needed to call for a special shareholder meeting. Mr. Joseph Scaminace, Chair of the Cintas Governance Committee since 2022, deserves a resounding against vote for taking such an outlier position against a rudimentary corporate governance improvement. It's even worse for non-insider Cintas shareholders that Mr. Scaminace is in the elevated position of Cintas Lead Director. Cintas gives no special reason for Cintas to be such an outlier with an extreme high percent of shares needed to call for a special shareholder meeting. It is stupid for Cintas to take such an extreme long-term stand against a rudimentary corporate governance improvement when Cintas stock has declined in the past year despite a robust market. Any argument that calling a special shareholder meeting is too cumbersome has little validity.
In the vast majority of cases, once a special meeting is called for by shareholders, the issues behind calling for a special shareholder meeting are quickly resolved. Please vote yes for a reasonable opportunity for Cintas shareholders to call for a special shareholder meeting proposal four.
Mr. Chevedden, thank you for your statement. Jim, what are the results of the election?
While a final tabulation will be made, the shareholder request for support for the shareholder ability to call for a special shareholder meeting was not approved.
Thank you, Jim. I now declare the polls closed and ask that the election inspector complete the tabulation of votes. This concludes the business portion of the meeting. May I have a motion?
So moved.
The business portion of the meeting is adjourned. I want to thank our shareholders for their investment in Cintas and confidence in our company. We're proud of our employee partners' ability to take great care of our customers and grateful for their dedication as we continue to focus on providing businesses with the products and services needed to help our customers get ready for the workday. We're pleased with our first quarter results and look forward to another successful year. Now we have a few minutes to answer questions related to the business of the annual meeting. We'll pause to see if we've received any. Okay. We do have a couple of questions. The first one is Cintas has four directors over age 70. What is the retirement age for Cintas directors? The Cintas Corporate Governance Guidelines provide a recommended director retirement at age 75. Okay.
Our next question: With all of the macro uncertainty out there, how do you continue to deliver strong revenue growth? Well, the good news here is that our value proposition resonates with businesses of all shapes and sizes and throughout virtually every economic cycle. So whether the economy is growing attractively and adding jobs or contracting and shedding jobs, we've shown the ability to grow in multiples of GDP and multiples of jobs growth. In fact, we've grown both sales and profits in 54 of the last 56 years. Our value proposition remains very strong, and we have a total vast addressable market. We've got a product or service to help nearly every business get ready for the workday. We serve over a million business customers today. Our total addressable market is tremendous, with some estimates around 20 million businesses in the United States and Canada.
So nearly every business, goods producing and service providing, has a need for image, safety, cleanliness, and compliance. Every business has a need for something that Cintas can offer. Now, we can grow in a variety of ways. We help our customers focus on running their businesses by offering superior products and services. We can help our current customers by allowing them to outsource more of their needs to us. And we collaborate with our customers to innovate and develop new products and services. We continue to be acquisitive and have a strong balance sheet that gives us the ability to make acquisitions really of just about any size. We continue to invest in our customers and our employee partners. We're investing in technologies that help deliver an elevated customer experience, such as the rollout of MyCintas, which makes it easier for our customers to do business with us.
We're investing in technologies that make it easier for our employee partners to do their jobs, which helps us identify the next best product for existing customers and the next best products for prospective customers. We're investing in the training and development of our employee partners to give them tools and skills needed to deliver an excellent customer experience and to build successful careers. So we believe that the future of Cintas looks bright. Okay. We've reached our time limit for questions today. If you have any other questions that were not answered, please contact our Investor Relations Department at 513-972-4195. Thank you, and have a good day.