NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

Dear Shareholder:

We invite you to attend our Annual Meeting of Shareholders on October 23, 2007, at 10:00 a.m. Eastern Time at Cintas’ Headquarters, 6800 Cintas Boulevard, Cincinnati, Ohio.

This booklet includes notice of the meeting and the proxy statement. The proxy statement tells you more about the agenda and procedures for the meeting. It also describes how the Board operates and gives personal information about our director candidates.

Shareholders entitled to vote at this Annual Meeting are those of record as of the close of business on August 24, 2007. Please note that only shareholders of record or holders of valid proxies from such shareholders may attend or vote at the meeting. Since seating will be limited, we ask shareholders to call 1-866-246-8277 to make a reservation for the meeting. When making your reservation, please give your full name, company name and address. If you do not make a reservation, you may not be provided entry into the meeting due to limited space.

Upon arrival at the Annual Meeting, shareholders may be asked for a form of personal identification and proof of stock ownership. This can be in the form of a brokerage statement or proxy card. Based on this proof of ownership and the reservation system noted above, an admission ticket will be given to the shareholder at the meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the meeting.

Whether or not you plan to attend the meeting, please complete and return your proxy form or vote by telephone or via the Internet by following the instructions on your proxy card.

Sincerely,

Richard T. Farmer
Chairman of the Board

September 10, 2007

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF
CINTAS CORPORATION

Time:		10:00 a.m., Eastern Time
Date:		October 23, 2007
Place:		Cintas Corporate Headquarters
		6800 Cintas Boulevard
		Cincinnati, Ohio
Purpose:
	1.	To elect nine directors;
	2.	To ratify Ernst & Young LLP as our independent registered public accounting firm for fiscal 2008;
	3.	To vote on two shareholder proposals if properly presented; and
	4.	To conduct other business if properly raised.

 

Only shareholders of record on August 24, 2007, may attend or vote at the meeting. The approximate mailing date of the proxy statement and accompanying proxy card is September 10, 2007.

The vote of each shareholder is important. You can vote your shares by completing and returning the proxy card sent to you. Shareholders can also vote their shares over the Internet or by telephone by following the voting instructions on the proxy card attachment enclosed.

Thomas E. Frooman
Vice President and Secretary – General Counsel

September 10, 2007

TABLE OF CONTENTS		Page
GENERAL INFORMATION		1
ELECTION OF DIRECTORS		2
CORPORATE GOVERNANCE		4
AUDIT COMMITTEE REPORT		5
COMPENSATION COMMITTEE REPORT		8
EXECUTIVE COMPENSATION		9
PRINCIPAL SHAREHOLDERS		23
SECURITY OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS		24
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		25
RELATED PERSON TRANSACTIONS		26
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		26
OTHER ITEMS TO BE VOTED ON BY SHAREHOLDERS		27
QUESTIONS		30

 

GENERAL INFORMATION

Who may vote

Shareholders of Cintas, recorded in our stock register on August 24, 2007, may vote at the meeting. As of that date, Cintas had 158,858,361 shares of Common Stock outstanding. Each share is entitled to one vote on each matter submitted to the shareholders at the annual meeting.

How to vote

You may vote in person at the meeting or by proxy. You may also vote by Internet or telephone using one of the methods described in the proxy card. We recommend you vote by proxy, Internet or telephone even if you plan to attend the meeting. If desired, you can change your vote at the meeting.

How proxies work

Cintas’ Board of Directors is asking for your proxy. Giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct. You may vote for all, some or none of our director candidates. You may also vote for or against the other proposals or abstain from voting.

All proxies properly signed will, unless a different choice is indicated, be voted “FOR” the election of all nominees for Directors proposed by the Nominating and Corporate Governance Committee, “FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2008, “AGAINST” shareholder proposal one if properly presented and “AGAINST” shareholder proposal two if properly presented.

You may receive more than one proxy or voting card depending on how you hold your shares. Shares registered in your name are covered by one card. If you hold shares through someone else, such as a stockbroker, you may get material from them asking how you want to vote.

If any other matters come before the meeting or any postponement or adjournment, each proxy will be voted in the discretion of the individuals named as proxies on the card.

Revoking a proxy

You may revoke your proxy at any time before the vote is taken by submitting a new proxy with a later date, by voting in person at the meeting or by notifying Cintas’ Secretary in writing at the address under “Questions?” on page 30.

Quorum

In order to carry on the business of the meeting, we must have a quorum. This means at least a majority of the outstanding shares eligible to vote must be represented at the meeting, either by proxy or in person.

Votes needed

The nine nominees receiving the most votes will be elected as members of the Board of Directors subject to a resignation policy in our Bylaws that applies to any nominee who does not receive a majority of the votes cast. Approval of all other matters considered at the meeting, including postponement or adjournment, will require the affirmative vote of a majority of shares voting.

Only votes for or against a proposal count. Abstentions and broker nonvotes count for quorum purposes, but not for voting purposes. Broker nonvotes occur when a broker returns a proxy, but does not have authority to vote on a particular proposal.

Attending in person

Only shareholders, their proxy holders and Cintas’ guests may attend the meeting.

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ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)

The Nominating and Corporate Governance Committee of the Board of Directors has nominated for election all of our current directors, namely: Gerald S. Adolph, Paul R. Carter, Gerald V. Dirvin, Richard T. Farmer, Scott D. Farmer, Joyce Hergenhan, Roger L. Howe, Robert J. Kohlhepp and David C. Phillips. Proxies solicited by the Board will be voted for the election of these nominees. All directors elected at the Annual Meeting will be elected to hold office until the next annual meeting. In voting to elect directors, shareholders are not entitled to cumulate their votes.

In accordance with NASDAQ rules, our Board of Directors affirmatively determines the independence of each director and nominee for election as a director in accordance with the elements of independence set forth in the NASDAQ listing standards and Exchange Act rules. Cintas’ Director Independence Standards are available on its website at www.cintas.com. Based on these standards, the Board determined that each of the following nonemployee directors is independent:  Gerald S. Adolph, Paul R. Carter, Gerald V. Dirvin, Joyce Hergenhan, Roger L. Howe and David C. Phillips. Our Audit, Compensation and Nominating and Corporate Governance Committees are composed solely of independent directors. All directors are elected for one-year terms. Personal information on each of our nominees is given below.

If a director nominee becomes unavailable before the election, your proxy card authorizes us to vote for a replacement nominee if the Board names one.

The Board recommends you vote FOR each of the following candidates:

Gerald S. Adolph3 & 4 53		Gerald S. Adolph was elected a Director of Cintas in 2006. Mr. Adolph is currently a Senior Vice President with Booz Allen Hamilton. Mr. Adolph has held numerous leadership positions at Booz Allen, including Worldwide Chemicals Practice Leader, Worldwide Consumer and Health Practice Leader and Global Mergers and Restructuring Practice Leader. He has also served on the Booz Allen Board of Directors.
Paul R. Carter2 & 4 67		Paul R. Carter was elected a Director of Cintas in 2002 and is the Chairman of the Audit Committee. Mr. Carter formerly was a Director of Wal-Mart Stores, Inc. and its Chief Financial Officer. He retired as Executive Vice President of Wal-Mart Stores, Inc. and President of Wal-Mart’s real estate division effective January 31, 2003.
Gerald V. Dirvin3 & 4 70		Gerald V. Dirvin was elected a Director of Cintas in 1993 and is the Chairman of the Compensation Committee. Mr. Dirvin joined The Procter & Gamble Company in 1959 and served in various management positions. He retired as Executive Vice President and Director of Procter & Gamble in 1994.
Richard T. Farmer 72		Richard T. Farmer is the founder of Cintas Corporation. He has served as Chairman of the Board of Cintas Corporation and its predecessor companies since 1968. Prior to the founding of Cintas, Mr. Farmer worked with his family owned company, which Cintas acquired in the early 1970s. Prior to August 1, 1995, Mr. Farmer also served as Chief Executive Officer.

 

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Scott D. Farmer1  48		Scott D. Farmer joined Cintas in 1981. He has held the positions of Vice President – National Account Division, Vice President – Marketing and Merchandising, Rental Division Group Vice President and Chief Operating Officer. In 1994, he was elected to the Board of Directors. He was elected Chief Executive Officer in July 2003.
Joyce Hergenhan3 & 4 65		Joyce Hergenhan was elected a Director of Cintas in 2004. Ms. Hergenhan was with the General Electric Company for 22 years, serving as both Vice President for Corporate Public Relations and President of the GE Foundation until her retirement in early 2004.
Roger L. Howe2, 3 & 4 72		Roger L. Howe has been a Director of Cintas since 1979. He was Chairman of the Board and Chief Executive Officer of U.S. Precision Lens, Inc., until his retirement in 1997.
Robert J. Kohlhepp1  63		Robert J. Kohlhepp has been a Director of Cintas since 1979. He has been employed by Cintas since 1967 serving in various executive capacities including Vice President – Finance, Executive Vice President, President and Chief Executive Officer. He now serves as Vice Chairman of the Board. He is also a Director of Parker Hannifin Corporation, Cleveland, Ohio.
David C. Phillips1, 2 & 4  69		David C. Phillips was elected a Director of Cintas in 2003. He was designated as Lead Director of the Cintas Board of Directors and is Chairman of the Executive Committee and the Nominating and Corporate Governance Committee. He was with Arthur Andersen LLP for 32 years in which he served in several managing partner leadership positions. After retiring from Arthur Andersen in 1994, he became Chief Executive Officer of Downtown Cincinnati, Inc., from which he retired in 1999 to expand his financial consulting services business and to work with Cincinnati Works, Inc. Cincinnati Works, Inc. is an organization dedicated to reducing the number of people living below the poverty level by assisting them to strive towards self-sufficiency through work. He is also a Director of Meridian Bioscience, Inc. and of Summit Mutual Funds.

 

Richard T. Farmer is the father of Scott D. Farmer.

1                     Member of the Executive Committee of the Board of Directors.

2                     Member of the Audit Committee of the Board of Directors.

3                     Member of the Compensation Committee of the Board of Directors.

4                     Member of the Nominating and Corporate Governance Committee of the Board of Directors.

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CORPORATE GOVERNANCE

Cintas is a Washington corporation and, therefore, governed by the corporate laws of Washington. Since its stock is publicly traded on the NASDAQ Global Select Market and it files reports with the Securities and Exchange Commission, it is also subject to the rules of the National Association of Securities Dealers as well as various provisions of federal securities laws as changed by the Sarbanes-Oxley Act of 2002 (SOX).

Governance of the corporation is placed in the hands of the Directors who, in turn, elect officers to manage the business operations. The Board oversees the management of Cintas on your behalf. It reviews Cintas’ long-term strategic plans and exercises direct decision making authority in all major decisions, such as significant acquisitions and the declaration of dividends. The Board also reviews financial and internal controls and management succession plans.

During fiscal 2007, the Board of Directors met on seven occasions (three of which were telephonic). In addition, the independent directors met on three occasions during fiscal 2007 without the presence of management directors. The Lead Director presides over each session.

Cintas expects all directors to attend all Board and shareholder meetings. Each of Cintas’ directors attended 100% of the aggregate of all meetings of the Board and committees of which they were a member, except for Mr. Phillips who missed one telephonic Board meeting. All directors attended the 2006 Annual Meeting of Shareholders.

Shareholders may communicate with the full Board or individual directors on matters concerning Cintas by mail or through our website, in each case to the attention of the Secretary.

At its meeting on April 28, 2004, the Board reviewed, approved and adopted the Cintas Code of Ethics. A copy of the Cintas Code of Ethics is available on our website, www.cintas.com.

The Directors have organized themselves into the committees described below to help carry out Board responsibilities. In particular, Board committees work on key issues in greater detail than would be possible at full Board meetings. Each committee reviews the results of its meetings with the full Board.

The Executive Committee is composed of David C. Phillips (Chairman), Scott D. Farmer and Robert J. Kohlhepp. It acts for the Board as required between Board meetings.

Each of the following committees is composed of nonemployee directors each of whom meets the relevant independence requirements established by NASDAQ and SOX that apply to their particular assignments.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for nominating persons for election as directors at each annual shareholders’ meeting, filling any Board vacancies that may arise between meetings due to resignation or other factors and developing and recommending to the Board corporate governance policies and guidelines for Cintas. In nominating directors, the Nominating and Corporate Governance Committee takes into account, among other factors which it may deem appropriate, the judgments, skill, diversity, business experience and needs of the Board as its function relates to the business of Cintas. The Nominating and Corporate Governance Committee will consider nominees recommended by security holders in written correspondence directed to the

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Secretary of Cintas. A copy of the Nominating and Corporate Governance Committee Charter is available on our website, www.cintas.com.

Committee members:  David C. Phillips (Chairman), Gerald S. Adolph, Paul R. Carter, Gerald V. Dirvin, Joyce Hergenhan and Roger L. Howe.

Meetings last year:  Two

Audit Committee

The Audit Committee is governed by a written charter adopted by the Board. A copy of the Audit Committee Charter is attached to the proxy statement for Cintas’ 2006 Annual Shareholders’ Meeting and is also available on our website, www.cintas.com. Paul R. Carter has been designated as the Audit Committee financial expert by the Board of Directors.

The Audit Committee is solely responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The Audit Committee also evaluates information received from the independent registered public accounting firm and management to determine whether the registered public accounting firm is independent of management. The independent registered public accounting firm reports directly to the Audit Committee.

The Audit Committee has established procedures for the receipt, retention and treatment of complaints received by Cintas concerning accounting, internal accounting controls or auditing matters and has established procedures for the confidential and anonymous submission by employees of any concerns they may have regarding questionable accounting, auditing or financial matters.

The Audit Committee approves all audit and nonaudit services performed for Cintas by its independent registered public accounting firm prior to the time that those services are commenced. The Chairman also has the authority to approve these services between regularly scheduled meetings. In this event, the Chairman reports approvals made by him to the full Committee at each of its meetings. For these purposes, the Committee, or its Chairman, is provided with information as to the nature, extent and purpose of each proposed service, as well as the approximate timeframe and proposed cost arrangements for that service.

Committee members: Paul R. Carter (Chairman), Roger L. Howe and David C. Phillips.

Meetings last year: Ten (Seven of which were telephonic meetings).

AUDIT COMMITTEE REPORT

The Audit Committee oversees Cintas’ financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. As part of the oversight processes, the Audit Committee regularly meets with management of Cintas, Cintas’ independent registered public accounting firm and Cintas’ internal auditors. The Audit Committee often meets with each of these groups separately in closed sessions. Throughout the year, the Audit Committee had full access to management and the independent registered public accounting firm and internal auditors for Cintas. To fulfill its responsibilities, the Audit Committee did, among other things, the following:

(a)           reviewed and discussed Cintas’ audited financial statements for fiscal 2007 with Cintas’ management and the independent registered public accounting firm, including a discussion

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of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements;

(b)          reviewed the quarterly earnings releases and 10-K and 10-Q filings prior to release;

(c)           reviewed management’s representations that the audited financial statements were prepared in accordance with generally accepted accounting principles and fairly present the results of operations and financial position of Cintas;

(d)          reviewed and discussed with the independent registered public accounting firm the matters required by Statement on Auditing Standards 61 and SEC rules, including matters related to the conduct of the audit of Cintas’ consolidated financial statements;

(e)           discussed with the independent registered public accounting firm the firm’s independence from management and Cintas including the matters in the written disclosures and letter received from the independent registered public accounting firm as required by Independence Standards Board Standard No. 1;

(f)               based on the discussions with management and the independent registered public accounting firm, the independent registered public accounting firm’s disclosures to the Audit Committee, the representations of management and the report of the independent registered public accounting firm, recommended to the Board, which adopted the recommendation, that Cintas’ audited annual financial statements be included in Cintas’ Annual Report on Form 10-K for the fiscal year ended May 31, 2007, for filing with the Securities and Exchange Commission;

(g)          reviewed all audit and nonaudit services performed for Cintas by the independent registered public accounting firm for the fiscal year ended May 31, 2007, and determined that its provision of nonaudit services was compatible with maintaining its independence from Cintas;

(h)           consulted with counsel regarding SOX, NASDAQ’s corporate governance listing standards and the corporate governance environment in general and considered any additional requirements placed on the Audit Committee as well as additional procedures or matters the Audit Committee should consider;

(i)               reviewed and monitored the progress and results of the testing of internal controls over financial reporting pursuant to Section 404 of SOX, reviewed a report from management and internal audit regarding the design, operation and effectiveness of internal controls over financial reporting and reviewed an attestation report from the independent registered public accounting firm regarding the effectiveness of internal controls over financial reporting; and

(j)               examined the Audit Committee Charter to determine compliance by Cintas and the Committee with its provisions and to determine whether any revisions to the Charter were advisable. No significant changes were made.

RESPECTFULLY SUBMITTED BY THE MEMBERS OF THE AUDIT COMMITTEE, Paul R. Carter (Chairman), Roger L. Howe and David C. Phillips

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The Audit Committee appointed Ernst & Young LLP as the independent registered public accounting firm to audit the financial statements of Cintas’ fiscal 2007.

Fees billed for services in fiscal 2007 and fiscal 2006 are as follows:

(1)               Audit fees for fiscal 2007 were higher than fiscal 2006 due in large part to fees relating to attestation of internal controls over financial reporting as required by SOX.

(2)               Audit related fees include review of SEC registration statements, benefit plan audits and consultation on accounting standards or transactions.

(3)               Tax fees consist of assistance with international tax compliance and review of U.S. tax returns. Tax fees for fiscal 2007 were higher than fiscal 2006 due in large part to fees relating to review of a legal entity restructure change.

Compensation Committee

The Compensation Committee is governed by a written charter adopted by the Board. A copy of the Compensation Committee Charter is available on our website, www.cintas.com. In discharging the responsibilities of the Board of Directors relating to compensation of Cintas’ Chief Executive Officer and other senior executive officers, the purposes of the Compensation Committee are, among others, (i) to review and approve the compensation of Cintas’ Chief Executive Officer and other senior executive officers, (ii) to oversee the compensation policies and programs of Cintas, including stock and benefit plans and (iii) to oversee management succession planning. The Compensation Committee’s specific functions include adopting, administering and approving Cintas’ incentive compensation and stock plans and awards, including amendments to the plans or awards and performing such duties and responsibilities under the terms of any executive compensation plan, incentive-compensation plan or equity-based plan. The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as the Compensation Committee may deem appropriate in its sole discretion. Neither Cintas nor the Compensation Committee engaged any compensation consultants for the fiscal year ending May 31, 2007, in recommending the amount or form of executive or director compensation. The Chairman and Vice Chairman of the Board of Directors provide input and recommendations to the Compensation Committee with respect to the compensation to be paid to the nonemployee members of the Board.

Cintas’ executive compensation policies are designed to support the corporate objective of maximizing the long-term value of Cintas for its shareholders and employee-partners. To achieve this objective, the Committee believes it is important to provide competitive levels of compensation to attract and retain the most qualified employees, to recognize individuals who exceed expectations and to closely link executive compensation with corporate performance. The methods by which the Committee believes Cintas’ long-term objectives can be achieved are through incentive compensation plans and equity compensation plans.

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The Compensation Committee processes and procedures for the consideration and determination of executive and director compensation are discussed in the section entitled “Executive Compensation”.

Committee members: Gerald V. Dirvin (Chairman), Gerald S. Adolph, Joyce Hergenhan and Roger L. Howe.

Meetings last year: Three

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee has ever been an officer or employee of Cintas. None of the members of the Compensation Committee is or was a participant in any related person transaction in fiscal 2007 (see the section titled Related Person Transactions in this proxy statement for a description of our policy on related person transactions). Lastly, none of the members of the Compensation Committee is an executive officer of another entity, at which one of our executive officers serves on the Board of Directors. No named executive officer of Cintas serves as a director or as a member of a committee of any company of which any of Cintas’ nonemployee directors are executive officers.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on the review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Cintas’ Proxy Statement on Schedule 14A.

Members of the Compensation Committee:
		Gerald V. Dirvin (Chairman)
		Gerald S. Adolph
		Joyce Hergenhan
		Roger L. Howe

 

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section discusses and analyzes the compensation awarded to, earned by, or paid to the executive officers set forth in the Summary Compensation Table of this proxy statement (collectively, the named executive officers). It also discusses the principles underlying our policies and decisions.

Overview of Compensation Program

The Compensation Committee oversees the compensation programs of Cintas, with particular attention to the compensation for its President and Chief Executive Officer and the other named executive officers. It is the responsibility of the Committee to review and approve or, as the case may be, recommend to the Board of Directors for approval, changes to Cintas’ compensation policies and benefits programs, to administer Cintas’ stock plans including recommending and approving stock-based awards to named executive officers, and to otherwise ensure that Cintas’ compensation philosophy is consistent with the best interests of Cintas and its shareholders and is properly implemented and monitored. Generally, the types of compensation and benefits provided to the named executive officers are similar to those provided to other executives.

The day-to-day administration of savings plans, profit sharing plans, stock plans, health, welfare and paid-time-off plans and policies applicable to salaried employees in general are handled by Cintas’ human resources, finance and legal department employees. The responsibility for certain fundamental changes outside the day-to-day requirements necessary to maintain these plans and policies belongs to the Committee.

Cintas has no policy regarding share ownership by the named executive officers. Cintas does have a policy encouraging the named executive officers to retain shares acquired through the long-term equity incentive program.

Compensation Objectives

The primary focus of our executive compensation program is to support the corporate objective of maximizing long-term value for our shareholders and employee-partners. We also strive to provide a competitive level of total compensation to all of our employee-partners, including the named executive officers, that attracts and retains talented and experienced individuals and that motivates them to contribute to Cintas’ short-term and long-term success.

Our compensation program is designed to reward both individual and team performance, measured by overall Cintas results and the attainment of individual goals and productivity. The Executive Incentive Plan for fiscal 2007, which applies to all named executive officers other than Mr. Kohlhepp, was based on growth in earnings per share (EPS) and the accomplishment of certain individual goals, except that the compensation arrangement with Mr. S. D. Farmer for fiscal 2007 was based on growth in EPS, growth in sales and other performance goals outlined by the Committee to Mr. S. D. Farmer.

Role of Executive Officers in Compensation Decisions

The Compensation Committee sets the compensation for the named executive officers based on recommendations set forth by management. Annually, management performs a marketing analysis of executive compensation plans. The analysis looks at companies in our industry as well as companies that we consider to be our peer group (i.e. G&K Services, Unifirst, Aramark, Service Master, Iron Mountain, Convergys, Robert Half, Paychex, Walgreens and Fifth Third Bancorp).  We benchmark base salary, annual cash incentives, long-term compensation and other compensation. The analysis

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shows that our named executive officers receive total compensation less than the total compensation of respective named executive officers of the majority of the companies in the peer group identified above.

Based on the market analysis and individual performance, the Vice Chairman of the Board of Directors makes a recommendation to the Committee on the President and Chief Executive Officer’s base salary and annual cash incentive target for the upcoming fiscal year. The President and Chief Executive Officer makes a recommendation to the Committee for the base salaries and annual cash incentive targets for the upcoming fiscal year for the Senior Vice President and Chief Financial Officer and the Vice President and Secretary – General Counsel. The Senior Vice President and Chief Financial Officer makes a recommendation to the Committee on the Vice President and Treasurer’s base salary and annual cash incentive target for the upcoming fiscal year.

Elements Used to Achieve Compensation Components

The table below summarizes the fiscal 2007 compensation program elements for our named executive officers:

Element			Form of Compensation			Purpose
Base Salaries			Cash			Provides competitive, fixed compensation to attract and retain exceptional executive talent.
Annual Cash Incentives			Cash			Provides a variable financial incentive to achieve corporate and individual operating goals.
Long-Term Equity Incentives			Non-qualified stock options and restricted stock			Encourages named executive officers to build and maintain a long-term equity ownership position in Cintas so that their interests are aligned with our shareholders.
Health, Retirement and Other Benefits			Eligibility to participate in benefit plans generally available to our employee-partners, including Partners’ Plan contributions, health, life insurance and disability plans; deferred compensation plan; and certain perquisites			Benefit plans are part of a broad-based employee benefits program. The deferred compensation plan and perquisites provide competitive benefits to our named executive officers.

 

We believe that each element of our compensation program plays a substantial role in maximizing long-term value for our shareholders and employee-partners because of the significant emphasis on pay-for-performance principles. Generally, approximately 50% of a named executive officer’s total compensation is based on Cintas results and the attainment of individual goals. As a result, nonperformance has a significant affect on the amount of compensation realized by the named executive officers.

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Each of these elements of pay is described in more detail below.

Base Salaries

The Compensation Committee annually reviews the base salaries of our named executive officers. The Committee also reviews a named executive officer’s base salary whenever there is a change in that named executive officer’s job responsibilities.

The factors that influence base salary decisions are levels of responsibility, potential for future responsibility, salary levels offered by comparably sized companies and overall performance of the individual. Taking these factors into account, following are the fiscal 2007 base salaries that were approved by the Committee for our named executive offers:

 

Annual Cash Incentives

The Compensation Committee strongly believes that variable annual cash incentives provide a direct financial incentive to achieve corporate and individual operating goals. At the beginning of each fiscal year, the Committee establishes an annual cash incentive target for each named executive officer (excluding Mr. S. D. Farmer and Mr. Kohlhepp) based on a target level of corporate EPS and achievement of individual goals.

Under the Executive Incentive Plan (Plan) approved by the Committee, the aggregate amount of annual cash incentive for fiscal 2007 for each eligible named executive officer is comprised of the sum of that named executive officer’s incentive for the EPS component and the individual performance component. Based upon overall performance, the eligible named executive officers could earn 0% up to a maximum of 200% of the annual cash incentive target. The following table sets forth the annual cash incentive target and performance criteria that were reviewed and approved by the Committee:

 

The annual cash incentive payout percentage multiplier for each component is provided in the following tables:

 

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Under the Plan, annual cash incentive calculations are based on actual results, subject to adjustment at the discretion of the Chief Executive Officer to exclude items that are not operational, such as accounting principle changes or revenue from an acquisition that was not in the business plan.

The Grants of Plan-Based Awards Table outlines estimated future payouts under non-equity incentive plan awards. As presented to and approved by the Compensation Committee, following are the actual annual cash incentive payments earned for fiscal 2007 as reflected in the Summary Compensation Table:

Mr. Gale earned a fiscal 2007 annual cash incentive award of $159,800. His individual performance level was between “Exceeds Goals and Outstanding Achievement” and Cintas’ EPS was “Below Threshold”.

Mr. Frooman earned a fiscal 2007 annual cash incentive award of $158,900. His individual performance level was between “Exceeds Goals and Outstanding Achievement” and Cintas’ EPS was “Below Threshold”.

Mr. Thompson earned a fiscal 2007 annual cash incentive award of $53,000. His individual performance level was “Outstanding Achievement” and Cintas’ EPS was “Below Threshold”.

For fiscal 2007, the Committee approved a total compensation plan for our President and Chief Executive Officer, Mr. S. D. Farmer. The aggregate amount of Mr. S. D. Farmer’s annual cash incentive for fiscal 2007 is comprised of the financial objectives of growth of fiscal 2007 EPS and fiscal 2007 sales, the successful implementation of organizational structure changes and employee diversity and retention goals. The Plan provided that if Cintas met the targeted growth in EPS and sales and the other key performance indicators, Mr. S. D. Farmer would receive a target annual cash incentive of $412,500. Based upon the overall achievement of these objectives, Mr. S. D. Farmer could earn 0% up to a maximum of 189% of the target annual cash incentive.

The Grants of Plan-Based Awards Table outlines estimated future payouts under non-equity incentive plan awards. As presented to and approved by the Compensation Committee, following is the actual annual cash incentive payment earned by Mr. S. D. Farmer for fiscal 2007 as reflected in the Summary Compensation Table:

Based on Cintas’ EPS for fiscal 2007, Mr. S. D. Farmer received $0 under this portion of his plan. Mr. S. D. Farmer received $80,000 for the sales growth over fiscal 2006 of 8.9%, and he received $120,000 based on the performance of the non-financial goals outlined above. Mr. S. D. Farmer’s total fiscal 2007 annual cash incentive award was $200,000.

Mr. Kohlhepp does not receive an annual cash incentive as part of his compensation.

Long-Term Equity Incentives

Long-term equity incentive compensation is comprised of non-qualified stock options and restricted stock. With respect to Mr. S. D. Farmer, equity awards are given at the discretion of the Compensation

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Committee. With respect to Mr. Gale, Mr. Frooman and Mr. Thompson, these awards are made under the 2005 Equity Compensation Plan pursuant to the criteria outlined in the Executive Incentive Plan. The purpose of such awards is to encourage named executive officers to build and maintain a long-term equity ownership position in Cintas so that their interests are aligned with those of our shareholders.

Under the Plan, the amount of equity awards eligible for each named executive officer is based on a target level of corporate EPS and achievement of individual goals.

The tables below provide more detail with respect to the award percentage multiplier tied to each milestone level of achievement:

 

 

For fiscal 2007, the Committee determined that equity awards made under the Plan would be based on an established target for each named executive officer. The factors that influence the setting of targets are level of responsibility, potential for future responsibility, market compensation analyses and overall performance of the individual. The Compensation Committee reviewed and approved the targets at the beginning of the fiscal year, and the award was granted based upon that named executive officer’s performance to the targets outlined above.

Non-Qualified Stock Options

Mr. S. D. Farmer’s awards were granted on the date the Compensation Committee met to discuss Mr. S. D. Farmer’s performance against his performance goals. On July 23, 2007, the Committee awarded 7,500 non-qualified stock options to Mr. S. D. Farmer based on his level of performance versus his goals.

On July 3, 2007, Mr. Frooman and Mr. Thompson were awarded 6,575 and 5,000 non-qualified stock options, respectively, based on their individual performance level, as outlined above under the Annual Cash Incentive section. No shares were granted under the EPS component level of achievement due to Cintas’ EPS being “Below Threshold”. These awards were granted as soon as the named executive officer’s achievement against their fiscal 2007 goals was calculated and after Cintas’ independent registered public accounting firm completed their audit of the fiscal 2007 financial statements.

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As dictated by the 2005 Equity Compensation Plan, stock option awards have an exercise price equal to the closing stock price on the date of the award. As a result, stock options awarded to the named executive officers increase in value only if the market price of the common stock increases.

Restricted Stock

Mr. S. D. Farmer’s awards were granted on the date the Compensation Committee met to discuss Mr. S. D. Farmer’s performance against his performance goals. On July 23, 2007 the Committee awarded 7,309 restricted stock shares to Mr. S. D. Farmer based on his level of performance versus his goals.

On July 3, 2007, Mr. Gale, Mr. Frooman and Mr. Thompson were awarded 4,391, 2,200 and 1,200 restricted stock awards, respectively, based on their individual performance level, as outlined above under the Annual Cash Incentive section. No shares were granted under the EPS component level of achievement due to Cintas’ EPS being “Below Threshold”. These awards were granted as soon as the named executive officer’s achievement against their fiscal 2007 goals was calculated and after Cintas’ independent registered public accounting firm completed their audit of the fiscal 2007 financial statements.

Health, Retirement and Other Benefits

Cintas’ benefits program includes retirement plans and group insurance plans. The objective of our group insurance plans is to provide our named executive officers with reasonable and competitive levels of protection from events which could interrupt the named executive officer’s employment and/or income received as an active employee.

The objective of the retirement plans is to provide a competitive level of retirement income to named executive officers and to reward them for continued service with Cintas. The retirement plans offered to named executive officers include Cintas’ Partners’ Plan and the Deferred Compensation Plan. The Partners’ Plan is a noncontributory employee stock ownership plan and profit sharing plan with a 401(k) savings feature which covers substantially all employees. The Deferred Compensation Plan is discussed in more detail in the Nonqualified Deferred Compensation Table of this proxy statement, and its accompanying narrative and footnotes.

Executive perquisites are kept by the Committee to a minimal level and do not play a significant role in executive compensation. These benefits and their incremental cost to Cintas are described in the Summary Compensation Table and its footnotes. The Committee believes these perquisites to be reasonable, comparable with peer companies and consistent with Cintas’ overall compensation practices.

Change in Control Agreements

Cintas has no policy regarding change in control agreements. For a further discussion on this topic, please see the section titled “Potential Payments Upon Termination, Retirement or Change of Control” of this proxy statement.

Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation we may deduct in any one year with respect to each named executive officer. There is an exception to the $1 million limitation for performance-based compensation meeting certain requirements. The Committee believes that all compensation paid to the named executive officers for fiscal year 2007 is properly deductible under Section 162(m), except with respect to the amount paid to Mr. S. D. Farmer in excess of the threshold amount.

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SUMMARY COMPENSATION TABLE

The following table provides information regarding the compensation earned by our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers during fiscal 2007. These individuals are collectively known as our named executive officers.

(1)               No discretionary cash bonuses were paid to any named executive officer during fiscal 2007. A discretionary bonus is a cash payment made outside of the Executive Incentive Plan and determined at the discretion of the Compensation Committee.

(2)               The compensation cost associated with restricted stock is based on the dollar amount recognized in fiscal 2007 for financial statement reporting purposes as determined pursuant to Statement of Financial Accounting Standard (SFAS) No. 123(R), excluding the estimate of forfeitures, rather than an amount paid to or realized by the named executive officer.

(3)               The compensation cost associated with stock options is based on the dollar amount recognized in fiscal 2007 for financial statement reporting purposes as determined pursuant to SFAS No. 123(R), excluding the estimate of forfeitures, rather than an amount paid to or realized by the named executive officer. See Note 11 of the Consolidated Financial Statements in our Annual Report on Form 10-K with respect to fiscal 2007 for the assumptions made in determining the estimated grant-date fair value of stock options in accordance with SFAS No. 123(R).

(4)               Reflects the cash awards to the named executive officers under the Executive Incentive Plan discussed in further detail on page 11.

(5)               All other compensation includes reimbursements for auto allowances, club dues, restricted stock dividends, executive medical programs and Partners’ Plan contributions. All other compensation also includes financial planning fees for Mr. S. D. Farmer and Mr. Kohlhepp and use of Cintas’ aircraft by Mr. S. D. Farmer.

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GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2007

The following table sets forth certain information regarding all grants of plan-based awards made to the named executive officers during fiscal 2007 pursuant to the fiscal 2007 Executive Incentive Plan:

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards										Estimated Future Payouts Under Equity Incentive Plan Awards
Name		Grant Date		Threshold ($)				Target ($)		Maximum ($)				Threshold (#)				Target (#)				Maximum (#)				All Other Stock Awards: Number of Shares of Stock or Units (#)				All Other Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Option Awards(7) ($/sh)				Grant Date Fair Value of Stock and Option Awards ($)
Scott D. Farmer(1)		7/27/2006			0			412,500			780,000				—	(2)			—	(2)			—	(2)
		7/23/2007																													7,500				38.74				121,275
		7/23/2007																									7,309												283,151
William C. Gale(3)		7/27/2006			0			160,000			320,000
		7/27/2006(6)													0				5,000				10,000
		7/03/2007																									4,391												174,937
Robert J. Kohlhepp (4)		—			—			—			—				—				—				—				—				—				—				—
Thomas E. Frooman(3)		7/27/2006			0			160,000			320,000
		7/27/2006(5)													0				7,500				15,000
		7/27/2006(6)													0				2,500				5,000
		7/03/2007																													6,575				39.84				106,318
		7/03/2007																									2,200												87,648
Michael L. Thompson(3)		7/27/2006			0			53,000			106,000
		7/27/2006(5)													0				5,000				10,000
		7/27/2006(6)													0				1,200				2,400
		7/03/2007																													5,000				39.84				80,850
		7/03/2007																									1,200												47,808

(1)               Mr. S. D. Farmer is eligible for an annual cash incentive based on the achievement of targeted EPS growth and sales growth and other performance goals outlined by the Compensation Committee. If Cintas meets the targeted growth in EPS, growth in sales and the other key performance indicators, Mr. S. D. Farmer will receive the target annual cash incentive amount. The annual cash incentive can increase to up to 189% or decrease to 0% of the targeted amount, depending on the extent to which these goals are achieved. If the goals up to certain levels are not met, no annual cash incentive will be paid.

(2)               Equity awards granted to Mr. S. D. Farmer were given at the discretion of the Compensation Committee after consideration of Mr. S. D. Farmer’s performance versus his goals.

(3)               Mr. Gale, Mr. Frooman and Mr. Thompson are eligible for an annual cash incentive and long-term equity incentive award based on the achievement of targeted EPS growth and individual goals linked to the named executive officer’s individual area of responsibility. If Cintas meets the targeted EPS growth and the named executive officer achieves his individual goals, he will receive the targeted amount. This amount can increase to up to 200% or decrease to 0% of the target depending on the extent to which EPS and individual goals are achieved. If the goals up to a certain level are not met, no incentive will be paid. Restricted stock and non-qualified stock options awarded will be granted pursuant to the terms and conditions of the 2005 Equity Compensation Plan.

(4)        Mr. Kohlhepp is not eligible for non-equity or equity incentive plan awards.

(5)               Stock option portion of the fiscal 2007 equity incentive plans.

(6)               Restricted stock portion of the fiscal 2007 equity incentive plans.

(7)               The exercise price of an option is equal to the closing stock price on the date of grant.

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OUTSTANDING EQUITY AWARDS AT FISCAL 2007 YEAR-END

The following table provides information regarding unexercised stock options and unvested stock awards held by our named executive officers as of May 31, 2007:

 

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(1)               Stock options have a 10-year term and vest at a rate of 20% per year, beginning on the fifth anniversary of the date of grant with the following exceptions:

Age 51 at fiscal year-end - 25% per year vesting, beginning fifth anniversary of grant

Age 52 at fiscal year-end - 33% per year vesting, beginning fifth anniversary of grant

Age 53 at fiscal year-end - 50% per year vesting, beginning fifth anniversary of grant

Age 54 at fiscal year-end - 100% per year vesting, beginning fifth anniversary of grant

Age 55 or older at fiscal year-end - stock options are never granted. Those amounts are converted to restricted stock awards.

(2)               Restricted stock awards vest three years from the date of grant.

(3)               During fiscal 2005, the Compensation Committee of the Board of Directors approved a resolution to accelerate the vesting for certain “out-of-the-money” options. The “out-of-the-money” options that were accelerated were granted to employees during fiscal 2000, 2001, 2002 and 2003.

OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2007

The following table provides information for each of the named executive officers on stock option exercises during fiscal 2007, including the number of shares acquired upon exercise and the value realized:

(1)               The value realized on exercise is the market value at the time of exercise of the shares purchased less the exercise price paid.

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