CINTAS CORP
Shareholder Proposals
Item 5
Replace supermajority voting requirements in the company's charter and bylaws with majority-of-votes-cast standards for shareholder votes.
The proposal asks the Board to amend the company’s charter and bylaws so that any voting requirement that currently calls for a greater-than-simple-majority (including defaults under state law) be replaced with a majority-of-votes-cast standard or simple majority as allowed by law. It further requests an explicit statement in governing documents that the company will not maintain any supermajority voting standards. The proponent cites prior shareholder support (noting a 68% favorable vote in 2022 that failed due to elevated approval thresholds) and industry examples where similar proposals received high shareholder backing. The proposal was submitted by John Chevedden and is presented as an effort to strengthen shareholder governance and reduce entrenched supermajority provisions.