Cintas shareholders approved the company’s move from Washington to Delaware at the Oct. 27 annual meeting, while rejecting a proposal calling for majority voting in corporate governance. Shareholders also elected all eight director nominees, approved executive pay in an advisory vote and ratified Ernst & Young as the company’s auditor for fiscal 2027.
Key details
- Reincorporation approved: The proposal to move Cintas’s state of incorporation from Washington to Delaware passed with 350.4 million votes in favor and 520,454 against. The vote authorizes the change, but the meeting results do not specify when it will take effect.
- All director nominees elected: Each of the eight nominees won election. Opposition was highest for Joseph Scaminace, with 39.9 million votes against, and Robert E. Coletti, with 25.5 million against. Todd M. Schneider received the strongest support, with 346.8 million votes in favor and 5.1 million against.
- Majority-voting proposal rejected: Shareholders voted against the proposal, which received 152.6 million votes in favor and 198.0 million against.
- Executive compensation approved: The advisory vote on named executive officer compensation passed, with 336.7 million votes in favor and 15.0 million against.
- Auditor ratified: Shareholders approved Ernst & Young’s appointment as Cintas’s independent auditor for fiscal 2027, with 348.7 million votes in favor and 20.4 million against.
The clearest governance outcome was approval of the Delaware reincorporation alongside rejection of the majority-voting proposal. All board nominees were elected, despite comparatively greater opposition to Scaminace and Coletti.