8-KLeadership Changes

CINTAS CORP 8-K Report, Executive Changes (Mar 25, 2009)

Filed March 25, 2009For Securities:CTAS

Summary

Cintas Corporation announced a change to its Board of Directors, increasing its size to 10 members and appointing James J. Johnson as a new director. Mr. Johnson, who retired in June 2008 after a long tenure as Chief Legal Officer of Procter & Gamble Co., brings significant legal and corporate governance experience to the board. His appointment is effective immediately and he has been deemed an independent director by the board. Furthermore, Mr. Johnson has been appointed to a newly formed special litigation committee alongside Ronald W. Tysoe. This committee will focus on investigating allegations raised in a previously disclosed shareholder lawsuit. Investors should note that Mr. Johnson will receive standard compensation for non-employee directors, as outlined in previous filings. His appointment strengthens the board's oversight capabilities and addresses ongoing legal matters.

Key Highlights

  • 1Cintas Corporation's Board of Directors has been expanded to 10 members.
  • 2James J. Johnson has been appointed as a new, independent director.
  • 3Mr. Johnson previously served as Chief Legal Officer of Procter & Gamble Co. for 17 years.
  • 4A new special litigation committee has been formed.
  • 5Mr. Johnson will serve on this special litigation committee alongside Ronald W. Tysoe.
  • 6The committee's purpose is to investigate allegations in a shareholder lawsuit.
  • 7Mr. Johnson will be compensated according to the company's standard non-employee director arrangements.

Frequently Asked Questions

James J. Johnson is a new independent director appointed to Cintas' Board of Directors. He is 62 years old and retired in June 2008 from his position as Chief Legal Officer of Procter & Gamble Co., where he served from May 1991. He brings extensive legal and corporate experience.

The Board's size was increased to accommodate the appointment of Mr. Johnson. A new special litigation committee was formed to specifically investigate allegations raised in a previously disclosed shareholder lawsuit, indicating a proactive approach to addressing legal challenges.

An independent director is not an employee of the company and does not have material relationships with the company that could compromise their independent judgment. This designation suggests Mr. Johnson can provide objective oversight and governance to the board.

Mr. Johnson will participate in Cintas Corporation's standard compensation arrangements for non-employee directors, which are detailed in the company's 2008 proxy statement.