Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


CINTAS CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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We invite you to attend our Annual Meeting of Shareholders on October 18, 2011, at 10:00 a.m. Eastern Daylight 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 22, 2011. 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, cellular telephones, large bags, briefcases or packages will be permitted in the meeting.

We are once again pleased to take advantage of U.S. Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. As a result, we are mailing to most of our shareholders a Notice of Internet Availability of Proxy Materials (the "Notice") instead of a paper copy of this proxy statement, the accompanying proxy card and our 2011 Annual Report on Form 10-K. The Notice contains instructions on how to access and review those documents over the Internet and vote online, as well as how shareholders can elect to receive paper copies of the proxy statement, proxy card and 2011 Annual Report free of charge. We believe that this process will allow us to provide our shareholders with the information they need in a timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

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


Time:		10:00 a.m., Eastern Daylight Time
Date:		October 18, 2011
Place:		Cintas Corporate Headquarters 6800 Cintas Boulevard Cincinnati, Ohio
Purpose:
1.		To elect as directors the nine nominees named in the attached proxy materials;
2.		To hold an advisory vote on named executive officer compensation;
3.		To hold an advisory vote on the frequency of shareholder votes on our named executive officer compensation;
4.		To ratify Ernst & Young LLP as our independent registered public accounting firm for fiscal 2012; and
5.		To conduct other business if properly raised.

Only shareholders of record on August 22, 2011, are entitled to notice of and to vote at, or attend, the meeting or any adjournment thereof. The approximate mailing date of the Notice is September 8, 2011.

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.

Important Notice Regarding the Availability of
Proxy Materials for the Shareholder Meeting To Be Held on October 18, 2011
The Notice, 2011 Proxy Statement, 2011 Annual Report and
Form of Proxy are available at http://www.cintas.com

Cintas makes available, free of charge on its website, all of its filings that are made electronically with the Securities and Exchange Commission ("SEC"), including Forms 10-K, 10-Q and 8-K. These filings are also available on the SEC's website (www.sec.gov). To access these filings, go to our website (www.cintas.com) and click on the "Financial Reports" tab at the right under the "Investors" page. Copies of Cintas' Annual Report on Form 10-K for the fiscal year ended May 31, 2011, including financial statements and schedules thereto, filed with the SEC, are also available without charge to shareholders upon written request addressed to:

Thomas E. Frooman
Vice President and Secretary – General Counsel
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, Ohio 45262-5737

This proxy statement and accompanying proxy, mailed or provided online, is furnished in connection with the solicitation by the Board of Directors of Cintas Corporation, a Washington corporation, "we" or "Cintas" or "the Company," of proxies to be used at the annual meeting of shareholders of Cintas to be held on October 18, 2011, which we refer to as the Annual Meeting, and at any adjournment or postponement thereof. Cintas will bear the costs of this solicitation. The Notice Regarding the Availability of Proxy Materials and, for those shareholders who requested paper copies, this proxy statement and accompanying proxy, were first mailed to our shareholders on or about September 8, 2011.

Shareholders of Cintas, recorded in our stock register on August 22, 2011, may vote at the meeting. As of that date, Cintas had 131,312,244 shares of common stock outstanding. Each share is entitled to one vote on each matter submitted to the shareholders at the annual meeting.

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 you vote by Internet or telephone, please do not return the proxy card. If voting by mail, please complete, sign and date your proxy card enclosed with these proxy materials. If desired, you can change your vote at the meeting.

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 nominees. 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 proposed by the Nominating and Corporate Governance Committee, "FOR" the resolution approving the compensation of our named executive officers, "EVERY YEAR" on the advisory vote on the frequency of shareholder votes on our named executive officer compensation and "FOR" the ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2012.

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 or bank, you may get material from them asking how you want to vote. Specifically, if your shares are held in the name of your stockbroker or bank and you wish to vote in person at the meeting, you should request your stockbroker or bank to issue you a proxy covering your shares.

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.

You may revoke your proxy at any time before the vote is taken by submitting a new proxy with a later date, by voting via the Internet or by telephone at a later time, by voting in person at the meeting or by notifying Cintas' Secretary in writing at the address under "Questions?" on page 39.

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.

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. See "Election of Directors" on page 3. Approval of Proposals 2 and 4 requires the affirmative vote of the majority of the votes cast on each proposal. With respect to Proposal 3, the frequency of the advisory vote (every year, every two years or every three years) receiving the greatest number of votes cast will be considered the frequency recommended by our shareholders. Approval of all other matters considered at the meeting, including postponement or adjournment, will require the affirmative vote of a majority of the votes cast.

Abstentions (including abstentions with respect to one or more nominees) 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.

Banks or brokers holding shares for beneficial owners must vote those shares as instructed. If the bank or broker has not received instructions from you, the beneficial owner, the bank or broker generally has discretionary voting power only with respect to the ratification of appointment of the independent registered public accounting firm. A bank or broker does not have discretion to cast votes with respect to Proposal 1, Proposal 2 or Proposal 3 unless they have received voting instructions from the beneficial owner of the shares. It is therefore important that you provide instructions to your bank or broker if your shares are held by such a bank or broker so that your votes with respect to these Proposals are counted. Abstentions and broker nonvotes will have no effect on Proposals 1, 2, 3 and 4.

Only shareholders, their proxy holders and Cintas' guests, each of which must be properly registered as described in the Notice, may attend the meeting.

The Nominating and Corporate Governance Committee of the Board of Directors has nominated for election the following individuals, namely: Gerald S. Adolph, Melanie W. Barstad, Richard T. Farmer, Scott D. Farmer, James J. Johnson, Robert J. Kohlhepp, David C. Phillips, Joseph Scaminace and Ronald W. Tysoe. All of these individuals are current directors, other than Ms. Barstad, who was recommended to the Nominating and Corporate Governance Committee of the Board of Directors by a third-party search firm, which was hired to identify and recommend potential director nominees to the Board of Directors. Proxies solicited by the Board will be voted for the election of these nominees if no direction is given. All directors elected at the Annual Meeting will be elected to hold office until the next annual meeting, with each director to serve until such director's successor is elected and qualified or until such director's earlier resignation or removal. In voting to elect directors, shareholders are not entitled to cumulate their votes.

In accordance with NASDAQ Stock Market, LLC ("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 rules promulgated under the Securities Exchange Act of 1934. Cintas' director independence standards, incorporated in the Corporate Governance Guildelines, are available on our website at www.cintas.com, under Investors – Corporate Governance. Based on these standards, the Board determined that each of the following nonemployee director nominees is independent: Gerald S. Adolph, Melanie W. Barstad, James J. Johnson, David C. Phillips, Joseph Scaminace and Ronald W. Tysoe. Our Audit, Compensation and Nominating and Corporate Governance Committees are composed solely of independent directors. All directors are elected for one-year terms. Information on each of our nominees is given below.

An uncontested election is one in which the number of nominees does not exceed the number of directors to be elected. In an uncontested election, like this election, our Bylaws require that any nominee who does not receive a majority of the shares cast with respect to such nominee must promptly offer his or her resignation to the Board. The Nominating and Corporate Governance Committee will take the matter under advisement and make a recommendation to the Board on whether to accept or reject the resignation or whether other action should be taken. The Board has 90 days following certification of the shareholder vote to consider the offer of resignation. Within such 90 day period, the Board will promptly disclose publicly its decision whether to accept the director's resignation offer.

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.


Gerald S. Adolph⁽¹⁾⁽²⁾ 57		Gerald S. Adolph was elected a Director of Cintas in 2006. He is the Chairman of the Compensation Committee. Mr. Adolph has been a Senior Vice President with Booz & Company, a consulting firm, since 1999. Mr. Adolph has held numerous leadership positions at Booz & Company, 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 Hamilton Board of Directors. The Board believes that Mr. Adolph's consulting experience, giving him insight into various corporate governance and business management issues, as well as his status as an independent director, make his service on the Board integral to Cintas.


Melanie W. Barstad 58		Melanie W. Barstad is being recommended as a Director of Cintas. Ms. Barstad was with the Johnson & Johnson Family of Companies, a diversified global provider of consumer products, prescription medicines and medical devices, for 23 years, retiring in 2009 as President of Women's Health in the Medical Device and Diagnostics Division. She served as a management board member on numerous Johnson & Johnson operating company boards including Johnson & Johnson Health Care Systems, Ethicon Endo Surgery and Johnson & Johnson Medical from 1997 to 2009. Ms. Barstad also served as co-chair of the Johnson & Johnson Women's Leadership Initiative. The Board believes that Ms. Barstad's experience running complex, enterprise-wide global businesses as a line executive and as a management board member and her status as an independent director will make her service on the Board valuable to Cintas.
Richard T. Farmer 76		Richard T. Farmer is the founder of Cintas. He served as Chairman of the Board of Cintas and its predecessor companies from 1968 to 2009. 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 Cintas' Chief Executive Officer. The Board believes that Mr. Farmer, as the founder of Cintas, possesses unparalleled experience in, and insight into, all aspects of Cintas' business, which he is able to contribute to the Board through his position as Chairman Emeritus of the Board of Directors.
Scott D. Farmer⁽³⁾ 52		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. The Board believes that Mr. Farmer's breadth of knowledge and experience in the areas of marketing, business development and corporate strategy, as well as his familiarity with all aspects of Cintas' business, render his service on the Board extremely beneficial to Cintas.
James J. Johnson^(1)(2)(4) 64		James J. Johnson was elected a Director of Cintas in 2009. Mr. Johnson was with the Procter & Gamble Company, a manufacturer and marketer of consumer products, for 35 years, retiring in June 2008 as Chief Legal Officer. He is also a Director of the Medical Center Fund of Cincinnati. The Board believes that Mr. Johnson's experience with the myriad of legal issues surrounding a publicly-traded company and his status as an independent director render his service on the Board invaluable to Cintas.


Robert J. Kohlhepp⁽³⁾ 67		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, Chief Executive Officer and Vice Chairman of the Board. He was elected Chairman of the Board in 2009. He is also a Director of Parker Hannifin Corporation, a manufacturer of motion and control technologies. He served as a director of Eagle Hospitality Properties Trust, Inc. from 2004 until 2008. The Board believes that Mr. Kohlhepp's long-time service to Cintas, much of which has been in an executive capacity, has given him significant experience with capital management and allocation and public company financial statement preparation, uniquely qualifying him to serve as the Chairman of the Board of Directors.
David C. Phillips^(2)(3)(4) 73		David C. Phillips was elected a Director of Cintas in 2003. He is 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, an international accounting firm, 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., a non-profit company, 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. He served as a director of Summit Mutual Funds from 2001 through 2009. The Board believes that Mr. Phillips' years of service as a certified public accountant, which qualify him as an "audit committee financial expert" under SEC guidelines, give him significant experience in preparing, auditing, analyzing and evaluating financial statements and dealing with the complex accounting issues, all of which is valuable to Cintas.
Joseph Scaminace⁽¹⁾⁽²⁾ 58		Joseph Scaminace was elected a Director of Cintas in 2010. Mr. Scaminace has been Chairman, President and CEO of OM Group, Inc (OMG), a specialty chemicals company, since 2005. Prior to joining OMG, Mr. Scaminace was the President and Chief Operating Officer of The Sherwin-Williams Company, a paint and coatings company where he had worked in various capacities since 1983. He is a member of the Board of Trustees of The Cleveland Clinic. Mr. Scaminace is also a Director of Parker Hannifin Corporation. The Board believes that Mr. Scaminace's principal executive officer experience and service as a director of another publicly-traded company, which have provided him insight into high-level corporate governance and executive compensation matters, as well as his independent director status, make him an integral member of Cintas' Board.


Ronald W. Tysoe⁽²⁾⁽⁴⁾ 58		Ronald W. Tysoe was elected a Director of Cintas in 2008. He is the Chairman of the Audit Committee. Mr. Tysoe served as Senior Advisor of Perella Weinberg Partners LP, a financial services firm, from October 2006 to September 2007. He served as Vice Chairman of Federated Department Stores, Inc. (now known as Macy's Inc.), a clothing and home furnishings company, from April 1990 to October 2006. Mr. Tysoe is also a Director of Canadian Imperial Bank of Commerce, Scripps Networks Interactive, Inc., Pzena Investment Management, Inc. and Taubman Centers, Inc. He served as a director of Macy's Inc. from 1988 until 2005, Ohio Casualty Corporation from 2006 until 2007 and NRDC Acquisition Corp. (now known as Retail Opportunity Investments Corp.) from 2007 until 2009. The Board believes that Mr. Tysoe's service as a Vice Chairman of another publicly-traded company, his independent director status and the fact that he is an "audit committee financial expert" under SEC guidelines, given his understanding of accounting and financial reporting, disclosures and controls, make his Board service extremely beneficial to Cintas.

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 SEC, it is also subject to the rules of NASDAQ as well as various provisions of federal securities laws and 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 of Directors 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 2011, the Board of Directors met on four occasions. In addition, the independent directors met in executive session on four occasions during fiscal 2011 without the presence of management directors. The Lead Director presided over each session.

Cintas expects all directors to attend all Board and shareholder meetings. All directors attended the 2010 Annual Meeting of Shareholders. Each of Cintas' directors attended all meetings of the Board and committees of which they were a member.

Shareholders may communicate with the full Board or individual directors on matters concerning Cintas by mail or through our website. Such communication should be sent to the attention of the Secretary. Interested persons may communicate directly and confidentially with our non-management directors by writing to Thomas E. Frooman, 6800 Cintas Boulevard, P. O. Box 625737, Cincinnati, Ohio 45262-5737.

The Board has adopted the Cintas Code of Conduct and Business Ethics applicable to officers, directors and employees. A copy of the Cintas Code of Conduct and Business Ethics is available on our website, www.cintas.com, under Investors – Corporate Governance. Cintas intends to post on its website within four business days after approval any amendments or waivers to the Code of Conduct and Business Ethics.

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. This Committee had no meetings in fiscal 2011, but took several actions in writing.

Each of the Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee is composed entirely of nonemployee directors each of whom meets the relevant independence requirements established by NASDAQ and SOX that apply to their particular assignments.

The Board is responsible for evaluating and determining Cintas' leadership structure. Currently, two separate individuals serve in the capacities of Chairman and Chief Executive Officer (CEO). Mr. Robert J. Kohlhepp was elected our Chairman of the Board in 2009 and Mr. Scott D. Farmer has been our CEO since 2003. As Chairman, Mr. Kohlhepp is responsible for presiding over all meetings of the Board and shareholders, setting agendas for Board meetings and providing advice and counsel to Cintas' management regarding Cintas' business and operations. As CEO, Mr. S. D. Farmer is responsible for the general management, oversight, supervision and control of the business and affairs of Cintas, and ensuring that all orders and resolutions of the Board are carried into effect. With their many years of experience with Cintas, Cintas believes that Mr. Kohlhepp and Mr. S. D. Farmer are uniquely qualified to

be Cintas' Chairman and CEO, respectively. We believe that this leadership structure is currently the most appropriate for Cintas.

In electing the Chairman and the CEO, the Board considers nominees' knowledge of and experience with Cintas and its corporate culture, general industry experience and other executive skills. Our Board recognizes that, depending on the circumstances, leadership models other than the current model might be appropriate. Our corporate governance guidelines provide that the Board selects the Chairman of the Board in the manner that it determines to be in the best interests of Cintas' shareholders.

The Board considers it to be useful and appropriate to designate a nonemployee director to serve in a lead capacity to preside over meetings of independent directors, coordinate the activities of the other nonemployee directors, act as liaison among other directors, preside at Board meetings in the absence of the Chairman and to perform such other duties and responsibilities as the Board may determine. The Board has designated David C. Phillips as the Lead Director.

The entire Board of Directors, rather than a separate board committee, oversees Cintas' risk management process. Cintas relies on a comprehensive enterprise risk management (ERM) process to aggregate, monitor, measure and manage risks. The ERM approach is designed to enable the Board to establish a mutual understanding with management of the effectiveness of Cintas' risk management practices and capabilities, to review Cintas' risk exposure and to elevate certain key risks for discussion at the Board level as appropriate.

Our senior leadership is responsible for identifying, assessing and managing the company's exposure to risk, and we have established a risk committee which is responsible for overseeing and monitoring our risk strategy and chartering risk mitigation related actions. The risk committee is chaired by the CEO and has broad-based functional representation including senior management from Cintas' corporate audit, legal, operations, security and finance areas. The CEO is the only member of the Board on the risk committee.

The risk committee meets quarterly. At its meetings, the risk committee discusses risks to Cintas' business (operational, financial and legal), the potential impact to the business and the probability of occurrence in order to determine the best solution and identify the need for resource allocation. This process includes evaluating management's preparedness to respond to the risk if realized.

One risk committee meeting annually focuses on ERM and is attended by the Chairman of the Board. The risk profiles and current and future mitigating actions are discussed and refined during subsequent meetings with senior management, the CEO and the Chairman. Thereafter, the risk committee presents a comprehensive report to the Board in an interactive session during which the Board has the opportunity to further discuss the risk committee's assessments and conclusions.

The Nominating and Corporate Governance Committee is responsible for nominating persons for election as directors at each annual shareholders' meeting, making recommendations for 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. Cintas does not have a formal policy regarding diversity in determining director nominees. However, in nominating directors, the Nominating and Corporate Governance Committee takes into account, among other factors which it may deem appropriate, the judgment, 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 Secretary of Cintas. The Nominating and Corporate Governance Committee evaluates

the qualifications of candidates properly submitted by shareholders on the same basis as those of other director candidates. However, in no event shall any nomination made by a shareholder be binding on Cintas unless it is made in strict accordance with Cintas' Bylaws as they may be amended from time to time. A copy of the Nominating and Corporate Governance Committee Charter is available on our website, www.cintas.com, under Investors – Corporate Governance.

Committee members: David C. Phillips (Chairman), Gerald S. Adolph, James J. Johnson, Joseph Scaminace and Ronald W. Tysoe.

The Audit Committee is governed by a written charter adopted by the Board. A copy of the Audit Committee Charter is available on our website, www.cintas.com, under Investors – Corporate Governance. Ronald W. Tysoe and David C. Phillips have been designated as Audit Committee financial experts by the Board of Directors and satisfy the expertise standards required by NASDAQ.

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 time frame and proposed cost arrangements for that service.

Committee members: Ronald W. Tysoe (Chairman), James J. Johnson and David C. Phillips.

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' Director of Internal Audit. The Audit Committee regularly meets with each of these groups separately in closed sessions. Throughout the year, the Audit Committee had full access to management, the independent registered public accounting firm and internal auditors for Cintas. To fulfill its responsibilities, the Audit Committee did, among other things, the following:

RESPECTFULLY SUBMITTED BY THE MEMBERS OF THE AUDIT COMMITTEE, Ronald W. Tysoe (Chairman), James J. Johnson and David C. Phillips

The Audit Committee appointed Ernst & Young LLP as the independent registered public accounting firm to audit the fiscal 2011 financial statements.

All of the fees above were pre-approved by the Audit Committee. None of these fees were approved by the Audit Committee after services were rendered pursuant to the de minimis exception established by the SEC.

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, under Investors – Corporate Governance. In discharging the responsibilities of the Board of Directors relating to compensation of Cintas' CEO and other senior executive officers, the purposes of the Compensation Committee are, among others, (i) to review and approve the compensation of Cintas' CEO and other senior executive officers, (ii) to oversee the compensation policies and programs of Cintas, including adopting, administering and approving Cintas' incentive compensation and stock plans and awards and 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 and (iii) to oversee management succession planning. 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. In fiscal 2011, the Committee believes it reviewed the necessary resources available to survey the compensation practices of Cintas' peers and keep abreast of compensation developments in the marketplace. During the fiscal year ended May 31, 2011, Cintas engaged outside compensation consultants to assist with executive compensation performance metrics, say-on-pay shareholder votes on executive compensation and the impact of the Dodd-Frank Act. This information was presented to the Compensation Committee for their review.

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 best be achieved are through incentive and equity compensation plans.

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 S. Adolph (Chairman), James J. Johnson and Joseph Scaminace.

None of the members of the Compensation Committee, listed above, has ever been an officer or employee of Cintas, nor have they been 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.

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 and Annual Report on Form 10-K for the fiscal year ended May 31, 2011.

Committee Members: Gerald S. Adolph (Chairman), James J. Johnson and Joseph Scaminace.

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.

The Compensation Committee oversees the compensation programs of Cintas, with particular attention to the compensation for its CEO and the other 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 benefit plans, to administer Cintas' stock plans including recommending and approving stock-based awards to 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 all executive officers are similar.

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.

The primary focus of our executive compensation program is to support the corporate objective of maximizing the 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 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 incentive compensation program is designed to reward both individual and team performance, measured by overall Cintas results and individual achievement. The objectives remained the same as the previous fiscal year because these objectives are important and Cintas continues to make progress on these objectives. The Executive Incentive Plan for fiscal 2011 applies to all of our executive officers. The incentive compensation arrangement for our CEO, Mr. Scott D. Farmer, was based on Cintas' earnings per share (EPS), growth in sales and other performance goals selected by the Committee. The incentive compensation arrangement for our President and Chief Operating Officer, Mr. J. Phillip Holloman, was based on Cintas' EPS, growth in sales for operations within his responsibility, Rental division net income and the accomplishment of certain individual goals. The incentive compensation arrangements for our Senior Vice President and Chief Financial Officer, William C. Gale, our Vice President and Secretary – General Counsel, Mr. Thomas E. Frooman and our Vice President and Treasurer, Mr. J. Michael Hansen were based on Cintas' EPS and individual achievement.

The Compensation Committee determines the compensation for the executive officers based on recommendations made by management as discussed below. Annually, the Committee performs a market analysis of executive compensation plans. The analysis looks at companies in Cintas' industry as well as comparable sized companies that we consider to be Cintas' peer group (G&K Services, Inc., Unifirst Corporation, Iron Mountain Incorporated, Convergys Corporation, Robert Half International Inc., Leggett & Platt, Incorporated, Chiquita Brands International, Inc., Kelly Services, Inc., Unisys

Corporation and Ecolab Inc.). The Committee benchmarks base salary, annual cash incentives, long-term compensation and other compensation. Our analysis shows that our named executive officers' target compensation is 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 Chairman of the Board of Directors makes a recommendation to the Committee on the CEO's base salary and annual cash incentive target for the upcoming fiscal year. The CEO makes a recommendation to the Committee for the base salaries and annual cash incentive targets for the upcoming fiscal year for other executive officers. The Senior Vice President and Chief Financial Officer makes a recommendation to the Committee for the base salaries and annual cash incentive targets for his direct reports for the upcoming fiscal year.

The table below summarizes the key fiscal 2011 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, Cintas' performance has a significant effect on the amount of compensation realized by the executive officers.

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

The factors that influence base salary decisions are level and scope of responsibility, salary offered by comparably sized companies, overall performance of the individual and overall performance of Cintas. The following are the fiscal 2011 base salaries that were approved by the Committee for our named executive officers:

The 10.0% increase over the prior year for Mr. Hansen reflects his promotion to Vice President and Treasurer in fiscal 2011.

The Compensation Committee strongly believes that variable annual cash incentives provide a direct financial incentive for executive officers 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 based on certain financial and non-financial goals.

The performance components and targets were derived from the operating plans for Cintas for fiscal 2011 and represent goals for that year that the Committee believed would be challenging for Cintas, yet achievable if senior and operating management met or surpassed their business unit goals and objectives.

The Committee anticipates that similar performance components and targets will be utilized in fiscal 2012 because these objectives are important and Cintas continues to make progress on these objectives. However, the Committee reserves the right to determine on an ongoing basis the performance components and targets it will use in developing the performance-based portion of the named executive officers' compensation.

For fiscal 2011, the Committee approved a total compensation plan for Mr. S. D. Farmer. The aggregate amount of Mr. S. D. Farmer's annual cash incentive for fiscal 2011 is comprised of the financial objectives of fiscal 2011 Cintas EPS, fiscal 2011 sales growth and certain non-financial goals. The EPS and sales growth goals were established with reference to the operating plans for Cintas for fiscal 2011. The EPS goals for all participants were identical. The percentage of the target annual cash incentive related to the fiscal 2011 Cintas EPS, the growth of fiscal 2011 sales and the non-financial goals relating to employee diversity, global expansion and safety were 37.5%, 37.5% and 25%, respectively. The Executive Incentive Plan provided that if Cintas met the targeted EPS, sales growth and the other non-financial goals, Mr. S. D. Farmer would receive a target annual cash incentive of $480,000. Based upon the overall

achievement of these objectives, Mr. S. D. Farmer could earn 0% up to a maximum of 200% of the target annual cash incentive.

Under the Executive Incentive Plan, annual cash incentive calculations for achievement of financial goals are based on actual results, subject to adjustment at the discretion of the Compensation Committee 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 annual cash incentive payout percentage multiplier for each component of Mr. S. D. Farmer's target annual cash incentive is provided in the following tables (for each named executive officer, annual cash incentive payouts are interpolated on a straight-line basis for achievement between the levels of achievement established for the financial components of the annual cash incentives):

The Grants of Plan-Based Awards for Fiscal 2011 table outlines estimated possible payouts under this non-equity incentive plan award. Based on Cintas' EPS and sales growth for fiscal 2011, Mr. S. D. Farmer received an annual cash incentive award of $624,000. Fiscal 2011 EPS was $1.68 per diluted share and fiscal 2011 sales growth was 7.4%. Mr. S. D. Farmer received $60,000 based on the performance of the non-financial goals outlined above. His individual performance level was "Meets Most Goals". Mr. S. D. Farmer's total fiscal 2011 annual cash incentive award was $684,000.

For fiscal 2011, the Committee approved a total compensation plan for Mr. Holloman. The aggregate amount of Mr. Holloman's annual cash incentive for fiscal 2011 is comprised of the financial objectives of fiscal 2011 Cintas EPS, fiscal 2011 sales growth for operations within his responsibility, fiscal 2011 net income for the Rental division and the accomplishment of certain non-financial goals. The sales growth and net income goals were established with reference to the operating plans for operations within Mr. Holloman's responsibility for fiscal 2011. The percentage of the target annual cash incentive related to fiscal 2011 Cintas EPS, the growth of fiscal 2011 sales for operations within his responsibility, the fiscal 2011 net income for the Rental division and the non-financial goals relating to employee diversity, turnover and safety are 30%, 30%, 15% and 25%, respectively. The Executive Incentive Plan provided that if Cintas met the targeted EPS as well as sales growth and net income for operations within his responsibility and the other non-financial goals, Mr. Holloman would receive a target annual cash incentive of $250,000. Based upon the overall achievement of these objectives, Mr. Holloman could earn 0% up to a maximum of 200% of the target annual cash incentive.

The annual cash incentive payout percentage multiplier for each financial component of Mr. Holloman's target annual cash incentive is provided in the following tables:

Cintas' fiscal 2011 target plan for revenue for operations within Mr. Holloman's responsibility was a revenue increase of 2.4%. Cintas' fiscal 2011 target plan for Rental division net income was 13.0%.

The Grants of Plan-Based Awards for Fiscal 2011 table outlines estimated possible payouts under this non-equity incentive plan award. Based on Cintas' EPS, sales growth for operations within his responsibility for fiscal 2011 and Rental Division net income for fiscal 2011, Mr. Holloman received an annual cash incentive award of $257,500 for these components. Mr. Holloman received $100,250 based on the performance of the non-financial goals outlined above. His individual performance level was "Exceeds Goals". Mr. Holloman's total fiscal 2011 annual cash incentive award was $357,750.

For fiscal 2011, the Committee approved total compensation plans for Mr. Gale, Mr. Frooman and Mr. Hansen. The aggregate amount of annual cash incentive for fiscal 2011 for Mr. Gale, Mr. Frooman and Mr. Hansen is comprised of the sum of that named executive officer's incentive for the Cintas EPS component and the individual performance component (consisting of a subjective performance evaluation rather than performance against specified individual performance goals). 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 targets 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:

The Grants of Plan-Based Awards for Fiscal 2011 table outlines estimated possible payouts under these non-equity incentive plan awards. As presented to and approved by the Committee, the actual annual cash incentive payments earned for fiscal 2011 as reflected in the Fiscal 2011 Summary Compensation Table are as follows: Mr. Gale earned a fiscal 2011 annual cash incentive award of $294,150. His individual performance level was "Exceeds Goals" and Cintas' EPS was above "Target". Mr. Frooman earned a fiscal 2011 annual cash incentive award of $298,125. His individual performance level was "Exceeds Goals" and Cintas' EPS was above "Target". Mr. Hansen earned a fiscal 2011 annual cash incentive award of $79,500. His individual performance level was "Exceeds Goals" and Cintas' EPS was above "Target".

Long-term equity incentive compensation is comprised of non-qualified stock options and restricted stock. With respect to the named executive officers, these awards are made pursuant to the criteria outlined in the Executive Incentive Plan. The purpose of such awards is to incentivize named executive officers to profitably grow Cintas' long-term business objectives and 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 Executive Incentive Plan, the amount of equity awards eligible for Mr. S. D. Farmer is based on a target level of Cintas' EPS and a target level of Cintas' sales growth.

Under the Executive Incentive Plan, the amount of equity awards eligible for Mr. Holloman is based on a target level of Cintas' EPS, sales growth for operations within his responsibility and Rental division net income.

Under the Executive Incentive Plan, the amount of equity awards eligible for Mr. Gale, Mr. Frooman and Mr. Hansen is based on a target level of Cintas' EPS and individual achievement.

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

The sales growth component for Mr. S. D. Farmer is identical to the table shown previously under the Annual Cash Incentives section. Both the sales growth and net income components for Mr. Holloman are identical to the table shown previously under the Annual Cash Incentives section.

The individual performance components for Mr. Gale, Mr. Frooman and Mr. Hansen were established in light of the operating plans for Cintas for fiscal 2011:

For fiscal 2011, the Committee determined that equity awards made under the Executive Incentive Plan would be based on an established target for Mr. Gale, Mr. Frooman and Mr. Hansen. The factors that influence the setting of targets are level of responsibility, market compensation analyses and overall performance of the individual. The 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 compared to the targets outlined above.

On July 21, 2011, Mr. S. D. Farmer was awarded 94,467 non-qualified stock options based on Cintas' fiscal 2011 EPS and sales growth and Mr. Frooman and Mr. Hansen were awarded 20,100 and 8,250 non-qualified stock options, respectively, based on Cintas' fiscal 2011 EPS and their individual performance level, as outlined under the Annual Cash Incentives section. In accordance with the 2005 Equity Compensation Plan, stock options are not granted to individuals age 55 or older, but instead, any stock option awards that would have been awarded are awarded as restricted shares. As Mr. Gale and Mr. Holloman are over the age of 55, they did not receive any non-qualified stock options, but received restricted shares instead.

In addition, on July 30, 2010, the Board of Directors approved a one-time equity grant to Mr. Hansen to award him for his promotion to Vice President and Treasurer. Mr. Hansen was awarded 5,000 non-qualified stock options as part of this one-time equity grant.

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.

On July 21, 2011, Mr. S. D. Farmer was awarded 35,596 shares of restricted stock based on Cintas' fiscal 2011 EPS and sales growth, Mr. Holloman was awarded 27,701 shares of restricted stock based on Cintas' fiscal 2011 EPS, fiscal 2011 sales for operations within his responsibility and Rental division net income and Mr. Gale, Mr. Frooman and Mr. Hansen were awarded 20,650, 6,750 and 2,700 shares of restricted stock, respectively, based on Cintas' fiscal 2011 EPS and their individual performance level, as outlined under the Annual Cash Incentives section.

In addition, on July 26, 2010, the Board of Directors approved a one-time equity grant to retain and incentivize Mr. S. D. Farmer and Mr. Holloman and to better align their interests with the interests of the

shareholders. Mr. S. D. Farmer and Mr. Holloman were awarded 43,000 and 35,000 shares of restricted stock, respectively, as part of this one-time equity grant.

On July 30, 2010, the Board of Directors approved a one-time equity grant to Mr. Hansen to award him for his promotion to Vice President and Treasurer. Mr. Hansen was awarded 1,500 shares of restricted stock as part of this one-time equity grant.

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

The retirement plans offered to 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 for Fiscal 2011 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.

The Compensation Committee believes that Cintas' named executive officers should own particular amounts of shares of stock to align their long-term objective of managing Cintas with the interests of Cintas' shareholders. The Compensation Committee has adopted a stock ownership requirement for the named executive officers. Each named executive officer is required to maintain a minimum equity stake in Cintas stock based on his job position. The following table shows the stock ownership requirements for the named executive officers:

The guidelines are assessed annually and are determined based on the current market practice and utilizing the respective named executive officer's base salary and closing stock price on the last day of the fiscal year. The named executive officers are notified about their ownership requirements annually. With the exception of the CEO, all named executive officers must come into compliance within five years from the effective date of these requirements, which was July 2010. All newly hired or promoted named executive officers will have seven years from the time of hiring or promotion to achieve the minimum ownership requirement.

For purposes of these requirements, stock ownership includes: (i) stock held outright by the named executive officer (or his spouse or dependents); (ii) stock held beneficially through the Cintas Partners' Plan; (iii) stock held in an individual brokerage account; and (iv) stock obtained through stock option exercise. Failure to meet or to show sustained progress toward meeting the ownership requirements may result in a reduction in future annual and/or long-term cash incentive payouts in the form of stock. Exceptions to these stock ownership requirements may be made at the discretion of the Compensation Committee if compliance would create a severe hardship.

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.

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 certain named executive officers. 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 2011 is properly deductible under Section 162(m).

The Committee has adopted a claw-back policy which provides that in the event of an accounting restatement due to material noncompliance with financial reporting requirement under the U.S. federal securities laws, the Committee has the right to use reasonable efforts to recover from any of our current or former officers who received incentive based compensation (including annual cash incentives, non-qualified stock options or restricted stock) during the three-year period preceding the date on which Cintas is required to prepare an accounting restatement any excess incentive based compensation awarded as a result of the misstatement. This policy applies to incentive based compensation granted after June 1, 2011. This claw-back policy is intended to be interpreted in a manner consistent with any applicable rules or regulations adopted by the SEC or the NASDAQ Stock Market as contemplated by the Dodd-Frank Act and any other applicable law and shall otherwise be interpreted in the best business judgment of the Committee.

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 2011, 2010 and 2009. These individuals are collectively referred to as our named executive officers.



Name and Principal Position	Fiscal Year		Salary ($)		Bonus(1) ($)		Stock Awards(2) ($)		Option Awards(2) ($)		Non-Equity Incentive Plan Compensation(3) ($)		All Other Compensation(4) ($)		Total ($)
Scott D. Farmer		2011		746,750		—		2,344,561		751,957		684,000		83,040		4,610,308
Chief Executive Officer		2010		725,000		—		295,874		166,359		482,000		61,946		1,731,179
and Director		2009		725,000		—		129,934		51,700		120,000		70,101		1,096,735
William C. Gale		2011		455,260		—		705,817		—		294,150		47,216		1,502,443
Senior Vice President and		2010		442,000		—		149,897		—		227,150		43,549		862,596
Chief Financial Officer		2009		442,000		—		1,035,567		—		147,075		43,345		1,667,987
Thomas E. Frooman		2011		419,725		—		230,715		159,996		298,125		46,113		1,154,674
Vice President and		2010		407,500		—		99,198		92,920		304,750		44,361		948,729
Secretary – General		2009		407,500		—		792,959		58,421		149,063		42,999		1,450,942
Counsel
J. Michael Hansen		2011		264,000		—		131,976		105,470		79,500		23,611		604,557
Vice President and		2010		240,000		—		42,269		21,566		—		24,856		328,691
Treasurer		2009		232,500		—		228,706		15,924		—		23,855		500,985
J. Phillip Holloman		2011		545,900		—		1,864,870		—		357,750		47,875		2,816,395
President and Chief		2010		530,000		—		118,401		110,906		234,874		23,520		1,017,701
Operating Officer		2009		530,000		—		22,610		31,020		53,000		26,437		663,067

The following table sets forth certain information regarding all grants of plan-based awards made to the named executive officers during fiscal 2011:



				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards						Estimated Possible Payouts Under Equity Incentive Plan Awards
Name	Grant Date			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards(8) ($/sh)		Grant Date Fair Value of Stock and Option Awards ($)
Scott D. Farmer(1)		7/28/2010			0		480,000		960,000
		7/28/2010									0		54,500		109,000
		7/28/2010									0		18,200		36,400
		7/26/2010	(4)														43,000						1,127,890
		7/21/2011																	94,467		34.18		751,957
		7/21/2011															35,596						1,216,671
William C. Gale(2)		8/16/2010			0		196,100		392,200
		8/16/2010	(6)								0		13,767		27,533
		7/21/2011															20,650						705,817
Thomas E. Frooman(2)		8/11/2010			0		198,750		397,500
		8/11/2010	(5)								0		13,400		26,800
		8/11/2010	(6)								0		4,500		9,000
		7/21/2011																	20,100		34.18		159,996
		7/21/2011															6,750						230,715
J. Michael Hansen(2)		11/10/2010			0		53,000		106,000
		11/10/2010	(5)								0		5,500		11,000
		11/10/2010	(6)								0		1,800		3,600
		7/30/2010	(7)																5,000		26.46		39,800
		7/30/2010	(4)														1,500						39,690
		7/21/2011																	8,250		34.18		65,670
		7/21/2011															2,700						92,286
J. Phillip Holloman(3)		8/11/2010			0		265,000		530,000
		8/11/2010	(6)								0		21,200		42,400
		7/26/2010	(4)														35,000						918,050
		7/21/2011															27,701						946,820

The following table provides information regarding unexercised stock options and unvested stock awards held by our named executive officers as of May 31, 2011:



	Option Awards(1)										Stock Awards(2)
Name	Grant Date(3)		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
Scott D. Farmer		8/08/2001		10,000		—		47.35		8/08/2011
		7/29/2003		30,000		20,000		39.29		7/29/2013
		7/26/2004		10,000		15,000		42.06		7/26/2014
		8/01/2005		5,000		20,000		44.43		8/01/2015
		7/24/2006		—		15,000		35.99		7/24/2016
		7/23/2007		—		7,500		38.74		7/23/2017
		7/21/2008		—		10,000		27.88		7/21/2018
		7/27/2009		—		5,000		24.41		7/27/2019
		7/26/2010		—		20,589		26.23		7/26/2020
		7/21/2011		—		94,467		34.18		7/21/2021
												102,419		3,364,464
William C. Gale		7/22/2002		5,000		—		41.65		7/22/2012
		2/28/2003		6,000		1,500		33.57		2/28/2013
		7/26/2004		6,000		9,000		42.06		7/26/2014
		8/01/2005		3,750		3,750		44.43		8/01/2015
		7/17/2006		—		7,500		36.08		7/17/2016
												69,668		2,288,594
Thomas E. Frooman		12/28/2001		25,000		—		49.69		12/28/2011
		7/22/2002		15,000		—		41.65		7/22/2012
		2/28/2003		16,000		4,000		33.57		2/28/2013
		7/26/2004		6,000		9,000		42.06		7/26/2014
		8/01/2005		1,500		6,000		44.43		8/01/2015
		7/17/2006		—		7,500		36.08		7/17/2016
		7/03/2007		—		6,575		39.84		7/03/2017
		7/17/2008		—		8,000		27.30		7/17/2018
		7/17/2009		—		5,650		22.61		7/17/2019
		7/22/2010		—		11,500		25.88		7/22/2020
		7/21/2011		—		20,100		34.18		7/21/2021
												42,084		1,382,459
J. Michael Hansen		8/8/2001		1,500				47.35		8/8/2011
		7/22/2002		3,000				41.65		7/22/2012
		7/29/2003		1,800		1,200		39.29		7/29/2013
		5/28/2004		600		400		45.33		5/28/2014
		7/26/2004		2,000		3,000		42.06		7/26/2014
		8/1/2005		100		400		44.43		8/1/2015
		7/17/2006				1,540		36.08		7/17/2016
		7/3/2007				1,540		39.84		7/3/2017
		7/17/2008				2,420		27.30		7/17/2018
		7/17/2009				1,540		22.61		7/17/2019
		7/22/2010				2,669		25.88		7/22/2020
		7/30/2010				5,000		26.46		7/30/2020
		7/21/2011				8,250		34.18		7/21/2021
												14,854		487,954
J. Phillip Holloman		8/08/2001		2,000		—		47.35		8/08/2011
		7/22/2002		3,000		—		41.65		7/22/2012
		3/28/2003		6,000		1,500		35.02		3/28/2013
		7/29/2003		600		400		39.29		7/29/2013
		7/26/2004		3,000		4,500		42.06		7/26/2014
		8/01/2005		3,000		12,000		44.43		8/01/2015
		7/17/2006		—		5,650		36.08		7/17/2016
		7/03/2007		—		7,500		39.84		7/03/2017
		1/31/2008		—		25,000		32.82		1/31/2018
		7/17/2008		—		8,000		27.30		7/17/2018
		7/17/2009		—		3,000		22.61		7/17/2019
		7/22/2010		—		13,726		25.88		7/22/2020
												75,976		2,495,812

The following table lists the number of shares acquired and the value realized as a result of option exercises by the named executive officers in fiscal 2011 and the value of any restricted stock awards that vested in fiscal 2011:

Our named executive officers are eligible to participate in a Deferred Compensation Plan. This Deferred Compensation Plan permits a group of highly compensated employees of Cintas to defer the receipt of current year compensation which they have earned during the year. This Deferred Compensation Plan is intended to assist Cintas in the retaining and attracting of individuals of exceptional ability.

Our named executive officers may elect to defer up to 75% of their base salary and up to 90% of their earned annual cash incentive awards. Amounts deferred are credited to the named executive officer's account under the Deferred Compensation Plan and are fully vested.

Future payments are distributed in a lump sum or in annual installments, based on the choice of the named executive officer. If the form of payment selected provides for subsequent payments, subsequent payments will be made on the anniversary of the initial payment. All amounts are payable in a lump sum if the named executive officer terminates employment prior to meeting the definition of retirement; should they meet the definition of retirement, the balance will be distributed as elected. All distribution decisions and payments under the Deferred Compensation Plan are subject to compliance with Section 409A of the Internal Revenue Code.

While deferred, amounts are credited with "earnings" as they were invested as the named executive officers chose in one or more investment options available under the Deferred Compensation Plan. The named executive officers' accounts under the Deferred Compensation Plan will be adjusted from time to time, up or down, depending upon performance of the investment options chosen.

The following table provides information relating to the activity in the Deferred Compensation Plan accounts of the named executive officers during fiscal 2011 and the aggregate balance of the accounts as of May 31, 2011:


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TABLE OF CONTENTS		Page


GENERAL INFORMATION			1
ELECTION OF DIRECTORS			3
CORPORATE GOVERNANCE			7
AUDIT COMMITTEE REPORT			9
COMPENSATION COMMITTEE REPORT			12
EXECUTIVE COMPENSATION			13
PRINCIPAL SHAREHOLDERS			33
SECURITY OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS			34
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			35
RELATED PERSON TRANSACTIONS			36
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			37
ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER VOTES ON OUR NAMED EXECUTIVE OFFICER COMPENSATION			37
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			38
QUESTIONS?			39

	Fiscal 2011		Fiscal 2010

Audit Fees	$	780,500	$	833,250
Audit Related Fees⁽¹⁾	$	189,419	$	125,875
Tax Fees⁽²⁾	$	302,979	$	336,057
All Other Fees⁽³⁾	$	27,084	$	0



EPS Component Level of Achievement	EPS Goals	Annual Cash Incentive Payout
Below Threshold	<$1.50	0	%
Threshold	$1.50	25	%
Target	$1.60	100	%
Maximum	$1.76	200	%



EPS Component Level of Achievement	EPS Goals	Annual Cash Incentive Payout
Below Threshold	<$1.50	0	%
Threshold	$1.50	50	%
Target	$1.60	100	%
Maximum	$1.76	200	%



Officer	Fiscal 2011 Base Salary		% Increase Over the Prior Year
Scott D. Farmer	$	746,750		3.0	%
William C. Gale	$	455,260		3.0	%
Thomas E. Frooman	$	419,725		3.0	%
J. Michael Hansen	$	264,000		10.0	%
J. Phillip Holloman	$	545,900		3.0	%



Sales Growth Component Level of Achievement	Sales Growth Goals (% Growth Over Fiscal 2010)	Annual Cash Incentive Payout
Below Threshold	<3.0%	0	%
Threshold	3.0%	25	%
Target	4.5%	100	%
Maximum	7.5%	200	%



Employee Diversity, Global Expansion and Safety Component Level of Achievement	Annual Cash Incentive Payout
Does Not Meet Goals	0	%
Meets Most Goals	50	%
Meets Goals	100	%
Exceeds Goals	150	%
Outstanding Achievement	200	%



Rental Division Net Income Component Level of Achievement	Net Income Goals		Annual Cash Incentive Payout
Below Threshold	<11.77	%	0	%
Threshold	11.77	%	50	%
Target	13.00	%	100	%
Maximum	14.50	%	200	%



Individual Performance Component Level of Achievement	Annual Cash Incentive Payout
Does Not Meet Goals	0	%
Meets Most Goals	50	%
Meets Goals	100	%
Exceeds Goals	150	%
Outstanding Achievement	200	%



Name	Annual Cash Incentive Target		EPS Component		Individual Performance Component
William C. Gale	$	196,100	50	%	50	%
Thomas E. Frooman	$	198,750	50	%	50	%
J. Michael Hansen	$	53,000	50	%	50	%



EPS Component Level of Achievement	EPS Goals	Equity Award %
Below Threshold	<$1.50	0	%
Threshold	$1.50	50	%
Target	$1.60	100	%
Maximum	$1.76	200	%



		Officer				Minimum Ownership Requirement (Multiple of Base Salary)
		Chief Executive Officer				6x
		Chief Financial Officer				3x
		President and Chief Operating Officer				3x
		Vice President and Secretary, General Counsel				3x
		Vice President and Treasurer				2x



Vesting Date	Scott D. Farmer		William C. Gale		Thomas E. Frooman		J. Michael Hansen		J. Phillip Holloman
7/17/2011		—		5,367		2,700		605		2,700
7/21/2011		7,220		34,075		—		—		—
7/17/2012		—		3,784		1,900		1,491		1,000
7/21/2012		—		—		26,901		7,891		—
7/27/2012		5,323		—		—		—		—
1/31/2013		—		—		—		—		5,000
7/22/2013		—		5,792		3,833		667		4,575
7/26/2013		54,280		—		—		—		35,000
7/30/2013		—		—		—		1,500		—
7/21/2014		35,596		20,650		6,750		2,700		27,701



	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting⁽¹⁾ ($)
Scott D. Farmer		—		—		7,309		190,107
William C. Gale		—		—		4,391		103,891
Thomas E. Frooman		—		—		2,200		52,052
J. Michael Hansen		—		—		385		9,109
J. Phillip Holloman		—		—		2,500		59,150



Name	Executive Contributions in Fiscal 2011⁽¹⁾ ($)		Aggregate Earnings in Fiscal 2011⁽²⁾ ($)		Aggregate Balance at May 31, 2011⁽³⁾ ($)
Scott D. Farmer		—		48,216		720,375
William C. Gale		—		—		—
Thomas E. Frooman		29,450		18,051		110,934