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Item 6.
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Indemnification of Directors and Officers.
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The Washington Business Corporation Act (the “WBCA”), Section 23B.08.510, allows indemnification by the Registrant to any person made or threatened to be made a party to any proceedings, other than a proceeding by or in the right of the Registrant, by reason of the fact that he is or was a director, officer, employee or agent of the Registrant,
against expenses, including judgments and fines, if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to criminal actions, in which he had no reasonable cause to believe that his conduct was unlawful. The WBCA provides that the Registrant may not indemnify a director in connection with a proceeding in which a director was adjudged to be liable to the corporation or in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director. Indemnification in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. Indemnifications are to be made by a majority vote of a quorum of disinterested directors; if a quorum of disinterested directors cannot be obtained, by a committee of at least two disinterested directors designated by the board of directors; by the written opinion of independent counsel; or by the shareholders, except that shares owned by or voted under the control of the directors who are at the time parties to the proceeding may not be voted.
Article V of the Registrant’s Bylaws provides that indemnification shall be extended to any of the persons described above to the full extent permitted by the WBCA.
The Registrant also maintains, at its expense, directors and officers liability insurance which covers all of the Registrant’s directors and officers and directors and officers of subsidiaries of the Registrant, including Cintas Corporation No. 2, Cintas Corporation No. 3, Cintas Corp. No. 8, Inc., Cintas Corp. No. 15, Inc., Cintas Corporate Services, Inc. and Cintas-RUS, LP. The Registrant also has entered into indemnification agreements with its directors providing for indemnification against certain liabilities to the fullest extent permitted under Washington law.
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Item 7.
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Exemption from Registration Claimed.
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Not applicable.
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
Provided
,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Signatures
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mason, State of Ohio, on this 21st day of February 2017.
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CINTAS CORPORATION
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By:
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/s/ J. Michael Hansen
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J. Michael Hansen
Senior Vice President and Chief Financial Officer
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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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*________________________________________
Scott D. Farmer Chairman and Chief Executive Officer and Director(Principal Executive Officer)
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*________________________________________
Melanie W. Barstad Director
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/s/ J. Michael Hansen ___________________
J. Michael Hansen Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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*________________________________________
Robert E. Coletti Director
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*________________________________________
Richard T. Farmer Chairman Emeritus of the Board of Directors
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*________________________________________
James J. Johnson Director
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*________________________________________
Gerald S. Adolph Director
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*________________________________________
Joseph M. Scaminace Director
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*________________________________________
John F. Barrett Director
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*________________________________________
Ronald W. Tysoe Director
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*
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J. Michael Hansen, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this Registration Statement on behalf of the above indicated officers and directors of the Registrant pursuant to a power of attorney filed with the Securities and Exchange Commission.
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February 21, 2017
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By:
/s/ J. Michael Hansen ________
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J. Michael Hansen, Attorney-in-Fact
Exhibit Index
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Exhibit
Number
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Exhibit Description
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4.1
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Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement No. 333-160926 on Form S-3 filed on December 3, 2007)
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4.2
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Amended and Restated By-laws (incorporated by reference to Exhibit 3 to the Registrant’s Current Report on Form 8-K filed on October 14, 2008 (Commission File No. 000-11399))
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4.3
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Cintas Corporation 2016 Equity and Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 20, 2016 (Commission File No. 000-11399))
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5.1
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Opinion of Carney Badley Spellman, P.S.
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23.1
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Consent of Ernst & Young LLP
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23.2
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Consent of Carney Badley Spellman, P.S. (included in Exhibit 5.1)
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24.1
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Power of Attorney
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