Cintas Corporation
04/11/2024 | Press release | Distributed by Public on 04/11/2024 14:37
Certificate of Incorporation/Bylaws - Form 8-K
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 9, 2024, the Board of Directors (the Board) of Cintas Corporation (the Company) approved amendments (the Amendments) to the Amended and Restated By-Laws of the Company (as amended, the Bylaws), effective immediately. The Amendments, among other things, clarify and implement certain procedural and disclosure requirements for the Company's shareholders proposing director nominations for consideration at the Company's annual or special meetings of shareholders in light of the "universal proxy" rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (Rule 14a-19). The Amendments also include updates to matters related to meetings of shareholders and the Board.
Among other revisions, the Amendments to the Bylaws:
•Clarify certain procedural requirements with respect to director nominations related to the form of the delivery of notices;
•Enhance the disclosure requirements in connection with director nominations by shareholders to include (i) additional information regarding the shareholder making the director nomination(s), the director nominee(s), and their affiliates and (ii) a requirement that the information is updated and supplemented to be accurate and timely;
•Require that a shareholder making the director nomination(s) pursuant to Rule 14a-19 (i) represent whether such shareholder intends to solicit the holders of shares of the Company's common stock representing at least 67% of the voting power of the shares entitled to vote on the election of directors and (ii) provide reasonable evidence that it has met the requirements of Rule 14a-19;
•Provide that if a shareholder does not comply with Rule 14a-19, the Company will disregard proxies and votes for such shareholder's nominees;
•Require that any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white; and
•Clarify (i) the circumstances under which annual and special meetings of the shareholders of the Company may be adjourned or postponed and (ii) the ability of the Board and the person serving as chairman of a meeting of the shareholders of the Company to adopt the rules and regulations for the conduct of such meeting.
In addition, the Amendments include certain other technical, clarifying and conforming changes.
The above summary does not purport to be complete and is qualified in its entirety by reference to the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.