Cintas Corporation
Download
SEC Document
SEC Filing
ARTICLES OF AMENDMENT
OF
CINTAS CORPORATION

Pursuant to the provisions of RWC 23B.10 of the Washington Business Corporation Act, the following Articles of Amendment to the Restated Articles of Incorporation are herewith submitted for filing:
ARTICLE 1: The name of the corporation is Cintas Corporation.
ARTICLE 2: The amendments to the Restated Articles of Incorporation as adopted are as follows:
    (1) Article TWELFTH of the Restated Articles of Incorporation is amended to read as follows:
TWELFTH. The number of Directors of this Corporation shall be determined in the manner provided by the Bylaws and may be increased or decreased in the manner provided therein. The Directors of this Corporation may be removed only for cause; the removal of a Director shall be effected only if the number of votes cast to remove such Director exceeds the number of votes cast not to remove such Director (with abstentions and broker non-votes not considered votes cast).
    (2) Article SIXTEENTH is added to the Restated Articles of Incorporation as follows:
SIXTEENTH. To the extent shareholder approval is required under Washington law, a plan of merger, share exchange, sale of substantially all of the Corporation’s assets, or dissolution must be approved by the affirmative vote of a majority of the Corporation’s outstanding shares entitled to vote, or if separate voting by voting groups is required, then by not less than a majority of all the votes entitled to be cast by that voting group.
ARTICLE 3: The amendments do not provide for an exchange, reclassification or cancellation of issued shares.
ARTICLE 4: The date of the adoption of the amendments was October 25, 2022.
ARTICLE 5: The amendments were adopted by the Shareholders of the Corporation in accordance with the provisions of RCW 23B.10.030 and 23B.10.040.
ARTICLE 6: The number of shares of each class entitled to vote as a class that voted for and against the amendment to Article TWELFTH and the addition of Article SIXTEENTH was:
AmendmentNumber of Shares of
Common Stock
Article TWELFTH
For:59,612,413

Against:27,431,931

Abstain:2,348,111

Article SIXTEENTH
For:59,570,986

Against:27,463,354

Abstain:2,358,115

12


I certify that I am an officer of Cintas Corporation and am authorized to execute these Articles of Amendment on behalf of the corporation.
Dated:    October 31, 2022

/s/ Todd M. Schneider_______________________
Name: Todd M. Schneider
Title: President and Chief Executive Officer