Good morning, and welcome to Cintas Corporation's 2026 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 2026 annual shareholders meeting of Cintas. On behalf of our entire board, our officers, and our employee partners, I'd like to thank you for attending our 43rd annual shareholders meeting. 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 asking shareholders who submit a question to include their name and their 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 the 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. I also want to acknowledge that Melanie Barstad has decided not to stand for re-election to our board and will retire after this meeting.
On behalf of Cintas and her fellow directors, I want to thank Melanie for her 15 years of exemplary service and dedication to our company's success. Present today, representing Ernst & Young LLP, the company's independent auditor, is Nathan Wander. We'd now like to begin the formal meeting where we will handle all of the business matters. Brock Denton, General Counsel and Secretary of Cintas, certified that on September 15th, 2026, 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 August 31st, 2026. I hereby appoint Jim Raitt 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 28th, 2025?
26th.
Yep.
Oh, no, it's 25. Yeah. So moved.
Thank you. At this time, any shareholders who are logged in but who have not already submitted a vote of their shares, they may do so now by clicking on the Vote Here button 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. 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.
Thank you. Jim, what are the results of the election? Jim, you may be on mute.
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 the 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.
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 have 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' independent auditors for the fiscal year ending May 31st, 2027. The board of directors recommends that shareholders vote for the ratification of the appointment of Ernst & Young as Cintas' independent auditors for fiscal year 2027. 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. The next matter to come before this annual meeting is a vote on the reincorporation of the company from the State of Washington to the State of Delaware. On July 28, 2026, the board of directors unanimously approved and recommended shareholders approve the conversion of the company from a corporation organized under the laws of the State of Washington to a corporation organized under the laws of the State of Delaware. May I have a motion? So moved. Jim, what are the results of the election?
While a final tabulation will be made, the resolution approving the reincorporation 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 Govern by Majority Vote Proposal Five. The shareholder proposal, the shareholder's supporting statement, and the company's statement of opposition to the proposal are included in the proxy. The board recommends a vote against this proposal. We understand that Mr. Chevedden is on the line. Mr. Chevedden, in accordance with the three-minute time limitation and requirement to present the proposal as outlined in the rules of conduct that were provided to you in advance, you may present the proposal now. Please proceed.
Hello, this is John Chevedden. The Govern by Majority Vote Proposal Five deserves shareholder support. This proposal topic won 58% support at the 2022 Cintas annual shareholder meeting as a Cintas-sponsored proposal. It won 59 million votes of support, as did two other Cintas majority vote proposals at the same time. The other two majority vote proposals were approved because they needed just over a 50% vote. This proposal needed a 67% vote, so it is on the ballot again. This proposal would likely have received a 67% vote if Mr. Scott Farmer, Cintas Chairman of the Board, had voted for it. However, Mr. Farmer likely voted against the 2022 proposal that won 58% support in spite of Mr. Farmer's against vote. Mr. Farmer controls 13% of the Cintas vote.
In the Cintas text next to this proposal, Cintas describes a shareholder engagement campaign Cintas had in response to the 58% vote. I do not believe that the purported Cintas engagement campaign gave a balanced view to Cintas shareholders that included the above pertinent information. An engagement conclusion based on information that does not contain pertinent pros and cons deserves to be thrown out as trash. Cintas seems to be giving shareholder engagement a bad name. This proposal is asking Cintas shareholders to vote again for the proposal they already gave 58% support to. Proposal Five deserves shareholder votes. Thank you.
Thank you, Mr. Chevedden, for your statement. Jim, what are the results of the election?
The shareholder request for support for Govern by Majority Vote Proposal Five was not approved.
Thank you, Jim. I now declare the polls closed and ask that the election inspector complete the tabulation of the votes. This concludes the business portion of the meeting. May I have a motion to adjourn? So moved. The business portion of the meeting is adjourned. I want to thank our shareholders for their investment in Cintas and their confidence in our company.
We are 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 are pleased with our first quarter results and look forward to another successful fiscal year. We now have a few minutes to answer questions related to the business of the annual meeting. We are going to pause here to see if we have received any.
Okay, we have got a couple of questions here. Two of them look to be similar. Let us see here. Okay, I will read one of them. You often talk about investments in technology. What can you share about your efforts in this area? You are right. We have made significant investments in technology. Most importantly has been our implementation of SAP over the years. As we have said in the past, our uniform rental and facility services division and our first aid and safety division have fully implemented SAP. Our fire protection division is currently piloting the use of the SAP platform. I would like to point out that we are members of SAP's strategic customer program, which puts us in the top 1% of SAP's customers in North America.
With SAP allows us to generate and capture significant amounts of data. We are able to leverage that data through our previously announced partnerships with Google and Verizon. With our Google partnership, our data is more secure. It enhances our digital presence, helps us optimize our operations, and with our data hosted in their cloud, we can harness the power of their advanced analytics, artificial intelligence, and machine learning. With our Verizon partnership, we empower Cintas with a resilient network that ensures seamless connectivity across our organization and access to our data while we are on the move.
Our technology investments help us grow at attractive rates and help us improve and make our operations more efficient. For example, sharing garments in our uniform rental division is improved through enhanced visibility across the enterprise, which helps lower our material costs.
Our technology investments provide centralized visibility to our plant operations. This enables us to eliminate variability among our plants to maximize the utilization of our equipment, our labor, and energy. Our proprietary SmartTruck technology allows us to increase our efficiency across our routes, which gives us more time with customers while spending less on fuel and adding new routes. Our technology investments benefit our customers as well.
These investments help us to continue to improve and provide a consistent experience for our customers. With the rollout of myCintas, we can offer our customers a competitive advantage with the ease of doing business with us. Our customers have the ability to pay bills and communicate with us 24/7. With the data generated by SAP, we can identify opportunities for additional products and services to help those customers keep their focus on running their business.
We are excited about the future of Cintas as we continue to leverage these investments in technology, and benefit our customers, employees, and ultimately, our shareholders. Okay. There is another question we have time for. "What can you share about the pending UniFirst transaction?" I can start by saying we are excited about the UniFirst opportunity and the significant long-term value creation for our combined companies and customers, employee partners, and our shareholders.
As we disclosed when the transaction was announced in March, the merger is subject to regulatory clearances in both the U.S. and Canada, as well as other customary closing conditions. The regulatory review process is progressing as expected. We continue to engage with the FTC and the Canadian Competition Bureau. Earlier this month, we announced that both Cintas and UniFirst had certified compliance with information requests from both agencies.
We also announced a timing agreement with the FTC in which we have agreed not to consummate the transaction prior to December 11th, 2026, unless we receive written notice from the FTC that they have closed their investigation of the merger. At the same time, our partners continue to prepare for a successful integration. We are focused on planning thoughtfully, supporting our employee partners, and ensuring that we are positioned to deliver a smooth transition and realize the benefits of the combination following the closing. Importantly, our day-to-day focus remains on serving our customers and executing our growth strategy. As stated in our most recent earnings call, we continue to see strong momentum across the business, and we are encouraged by the performance of our investments, which are supporting attractive revenue growth and continued double-digit earnings growth.
As always, until the transaction closes, Cintas and UniFirst will continue to operate as separate companies, and we look forward to the transaction closing by the end of the calendar year. We have reached our time limit for our questions today. If you have questions that were not answered, please contact our investor relations department at 513.