- Current report filing (8-K)
October 14 2008 - 3:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
|
October
14, 2008
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CINTAS
CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Washington
|
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0-11399
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31-1188630
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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6800
Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio
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45262-5737
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(Address
of principal executive offices)
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Zip
Code
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Registrant’s
telephone number, including area code
|
(513)
459-1200
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(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
October 14, 2008, the Board of Directors of Cintas Corporation, a Washington
corporation (the “Company”), adopted, effective as of October 14, 2008, Amended
and Restated By-Laws of the Company (the “Revised By-Laws”).
Apart
from non-substantive and conforming changes, the By-Laws of the Company were
amended and restated by the Company to include procedures to be followed for
shareholder proposals and nominations of directors and to expand the
circumstances under which the Company will indemnify and advance expenses to
directors, officers and certain employees of the Company. Such
changes include:
|
•
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Requiring
shareholders to give notice of shareholder proposals and nominations to
the Board of Directors not more than 150 days nor less than 120 days
before an annual meeting or, for a special meeting, not later than the
tenth day following public announcement of the
meeting.
|
|
•
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Requiring
that a shareholder proposal to the Board of Directors include certain
disclosures about the proposal including a description of the proposal,
the reasons for the proposal and any material direct or interest that the
shareholder has in the proposal.
|
|
•
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Requiring
the notice of a shareholder nomination to make certain disclosures about
the proposed nominee, including biographical, stock ownership and
investment intent information and all other information about the proposed
nominee that is required in the solicitation of proxies in an election
contest or otherwise required pursuant to Regulation 14A under the
Securities Exchange Act of 1934.
|
|
•
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Requiring
the notice of a shareholder proposal or nomination to make certain
disclosures regarding the shareholder giving the notice and specified
persons associated with such shareholder, including stock ownership
information for and any hedging activity or other similar arrangements
entered into by such persons.
|
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•
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Requiring
a shareholder, upon request by the Company, to verify the accuracy or
completeness of any information contained in a shareholder proposal or
nomination at the Company’s request and stating that a shareholder
proposal or nomination that is materially inaccurate or incomplete in any
manner shall be disregarded.
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|
•
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Expanding
the indemnification provisions applicable to current and former directors
and officers of the Corporation to include indemnification where such
persons are acting in an official capacity or in any other capacity or
with respect to an employee benefit plan or being or having been a
director or officer, are or were serving in an outside position as a
director, officer or management committee member of another entity where
such outside service has either been authorized by Board resolution or
requested in writing by an officer of the
Company.
|
The
Company intends to make corresponding changes to its governance guidelines to
the extent such guidelines would be otherwise inconsistent with such
changes.
The
foregoing is a brief description of the material amendments to the Company’s
By-Laws and is qualified in its entirety by reference to the full text of the
Revised By-Laws. This description should be read in conjunction with the Revised
By-Laws, a copy of which is filed as Exhibit 3 and is incorporated by reference
in this Form 8-K.
Item
9.01. – Financial Statements and Exhibits.
(d) Exhibits.
3 Amended
and Restated By-Laws.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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CINTAS
CORPORATION
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Date:
October 14, 2008
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By:
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/s/ Thomas
E. Frooman
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Thomas
E. Frooman
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Vice
President and Secretary - General Counsel
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