exv4w1



 





Exhibit 4.1




RESTATED ARTICLES OF INCORPORATION

CINTAS CORPORATION




     The undersigned, being an officer of Cintas Corporation, a corporation organized under the
laws of the State of Washington (the “Corporation”), does hereby certify that the following
Restated Articles of Incorporation of Cintas Corporation correctly set forth without change the
provisions of the Articles of Incorporation as theretofore amended and that the Restated Articles
of Incorporation supersede the original Articles of incorporation and all amendments thereto:



     FIRST. The name of the Corporation shall be Cintas Corporation.



     SECOND. The address of the initial registered office of the Corporation in Washington shall be
1218 Third Avenue, Seattle, Washington 98101 and its initial registered agent at such address shall
be CT Corporation System.



     THIRD. The period of duration of the Corporation shall be perpetual.



     FOURTH. The purposes for which the Corporation is organized shall be to design, manufacture,
rent and distribute uniforms and to transact any or all lawful business for which corporations may
be incorporated under laws of Washington.



     FIFTH. The maximum number of shares which the Corporation is authorized to have outstanding
is:



          A. 30,000,000 shares of Common Stock, without par value and




          B. 100,000 shares of Preferred Stock, without par value.




     The Common Stock is subject to the rights and preferences of the Preferred Stock as
hereinafter set forth.



     The Preferred Stock may be issued from time to time in one or more series in any manner
permitted by law and the provisions of these Articles of Incorporation of the Corporation, as
determined from time to time by the Board of Directors and stated in the resolution or resolutions
providing for the issuance thereof, prior to the issuance of any shares thereof. The Board of
Directors shall have the authority to fix and determine and to amend, subject to the provisions
hereof, the rights and preferences of the shares of any series that is wholly unissued or to be
established. Unless otherwise specifically provided in the resolution establishing any series, the
Board of Directors shall further have the authority, after the issuance of shares of a series whose
number it has designated, to amend the resolution establishing such series to decrease the number
of shares of that series, but not below the number of shares of such series then outstanding.



     The holders of shares of the Preferred Stock shall be entitled to receive dividends, out of
the funds of the Corporation legally available therefor, at the rate and at the time or times,
whether cumulative or noncumulative, as may be provided by the Board of Directors in designating a
particular series of Preferred Stock. If such dividends on the Preferred Stock shall be
cumulative, then if dividends shall not have been paid, the deficiency shall be fully paid or the



 









 







dividends declared and set apart for payment at such rate, but without interest on cumulative
dividends, before any dividends on the Common Stock shall be paid or declared and set apart for
payment. The holders of the Preferred Stock shall not be entitled to receive any dividends thereon
other than the dividends referred to in this section.



     The Preferred Stock may be redeemable at such price, in such amount, and at such time or times
as may be provided by the Board of Directors in designating a particular series of Preferred Stock.
In any event, such Preferred Stock may be repurchased by the Corporation to the extent legally
permissible.



     In the event of any liquidation, dissolution or winding up of the affairs of the Corporation,
whether voluntary or involuntary, then, before any distribution shall be made to the holders of the
Common Stock, the holders of the Preferred Stock at the time outstanding shall be entitled to be
paid the preferential amount or amounts per share as may be provided by the Board of Directors in
designating a particular series of Preferred Stock and dividends accrued thereon to the date of
such payment. The holders of the Preferred Stock shall not be entitled to receive any distributive
amounts upon the liquidation, dissolution, or winding up of the affairs of the Corporation other
than the distributive amounts referred to in this section, unless otherwise provided by the Board
of Directors in designating a particular series of Preferred Stock.



     Shares of Preferred Stock may be convertible to Common Stock of the Corporation upon such
terms and conditions, at such rate and subject to such adjustments as may be provided by the Board
of Directors in designating a particular series of Preferred Stock.



     Holders of Preferred Stock shall have such voting rights as may be provided by the Board of
Directors in designating a particular series of Preferred Stock.



     SIXTH. No holder of any shares of this Corporation shall have any pre-emptive rights to
subscribe for or to purchase any shares of this Corporation of any class whether such shares or
such class be now or hereafter authorized or to purchase or subscribe for securities convertible
into or exchangeable for shares of any class or to which shall be attached or appertained any
warrants or rights entitling the holder thereof to purchase or subscribe for shares of any class.



     SEVENTH. No holder of any shares of this Corporation shall have the right to cumulate votes in
the election of directors or on any other matter voted upon by shareholders.



     EIGHTH. This Corporation elects not to be covered by the provisions of Section 23A.08.425 of
the Washington Business Corporation Act concerning transactions with interested shareholders
whether or not this Corporation may at any time have three hundred or more holders of record of its
shares.



     NINTH. The right of shareholders to call special meetings of the shareholders of this
corporation shall be limited and reserved to the holders of 50% or more of the shares of all
classes of this Corporation outstanding and entitled to vote at any such meeting.



     TENTH. The Board of Directors shall have the power to adopt, amend or repeal the By-Laws of
this Corporation, subject to the power of the shareholders to amend or repeal such By-Laws. The
shareholders shall also have the power to amend or repeal the By-Laws of this



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Corporation and to adopt new By-Laws.



     ELEVENTH. This Corporation reserves the right to amend or repeal any of the provisions
contained in these Articles of Incorporation in any manner now or hereafter permitted by law, and
the rights of the shareholders of this Corporation are granted subject to this reservation.



     TWELFTH. The initial Board of Directors consists of three persons. The directors constituting
the initial Board of Directors and the addresses of such persons are as follows:



	 	 	 
	Name 	 	Address
	Richard T. Farmer

	 	Cintas Corporation

11255 Reed Hartman Highway

Cincinnati, Ohio 45241
	 
	 	 
	Robert J. Kohlehepp

	 	Cintas Corporation

11255 Reed Hartman Highway

Cincinnati, Ohio 45241
	 
	 	 
	Donald P. Klekamp

	 	One East Fourth Street

Cincinnati, Ohio 45202






     THIRTEENTH. The name and address of the incorporator is Gary P. Kreider, 1800 Provident Tower,
One East Fourth Street, Cincinnati, Ohio 45202.



     FOURTEENTH. BUSINESS COMBINATIONS



     A. Voting Requirements for Business Combinations



     In addition to any affirmative vote required by law or the Articles, no Business Combination
may be effected with an Interested Shareholder for a period of five years following the date that
such shareholder became an Interested Shareholder, unless approved by the affirmative vote of the
holders of outstanding voting securities of the Corporation entitled to exercise two-thirds of the
combined voting power of the Corporation and by the affirmative vote of two-thirds of the voting
securities beneficially owned by Disinterested Shareholders.



     B. Fair Price Requirement



     Within 25 days after a corporation, person or other entity becomes an Interested Shareholder,
such Interested Shareholder shall give written notice to each holder of voting securities or
securities convertible into or exchangeable for voting securities, or options, warrants or rights
to purchase voting securities or securities convertible into or exchangeable for voting securities
of the Corporation stating that it is an Interested Shareholder and that such holder may sell any
of the above-mentioned securities to the Interested Shareholder for cash at the price, as
determined below. Within 25 days after a holder receives the above notice, the holder may send
written demand to the Interested Shareholder stating the number, class and identifying number of
the securities to be sold to the Interested Shareholder. Within 10 days after the holder sends
written demand, the Interested Shareholder must purchase the securities identified in the written



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demand. Upon expiration of the 10 day purchase period, any holder of securities entitled to
written notice under this section may institute an action or proceeding in any court of law or
equity to enforce his or her rights under this section.




1. The price for all securities to be purchased by an Interested Shareholder shall
be the higher of (a) the highest price paid per security by the Interested
Shareholder for the voting securities at any time plus an increment representing any
value, including, without limitation, any proportion of any value payable for
acquisition of control of the Corporation, that may not be reflected in such price
or (b) the highest price per security of the voting securities traded on the
securities markets in which the Corporation’s securities are traded during the 45
day period commencing 30 days prior to the date such Interested Shareholder became
an Interested Shareholder.




2. For purposes of determining the price, all convertible or exchangeable securities
shall be deemed to be converted or exchanged and all options, warrants and rights
shall be treated as being exercised. That portion of the price equal to the
exercise price for options, warrants and rights shall be paid to the Corporation and
the balance to the holders thereof.




3. If an Interested Shareholder does not send notice or purchase securities as
required by this section, the Corporation, at its option, may assume the obligations
of the Interested Shareholders.




4. Regardless of anything contained in this subsection, in the event any court of
law or equity declares an Interested Shareholder’s duty to purchase securities under
this section unenforceable, the Corporation shall purchase such securities for cash
at the price determined by the application of subsection (1) above.



     C. Definitions



     For the purposes of this Article, certain terms are defined as follows:




1. “Business Combination” means:




1.1. Any merger or consolidation of the Corporation or any direct or
indirect subsidiary, partnership, trust or other business entity of the
Corporation with or into an Interested Shareholder or subsidiary, Affiliate
or Associate of an Interested Shareholder, or any other corporation, person
or other entity if the merger or consolidation is caused by an Interested
Shareholder; or




1.2. Any sale, lease, exchange, mortgage, pledge, transfer or other
disposition, whether in one transaction or a series of transactions, to or
with an Interested Shareholder or subsidiary, Affiliate or Associate of an
Interested Shareholder, of assets of the Corporation or any direct or
indirect subsidiary, partnership, trust or other business entity of the
Corporation, which assets have an aggregate market value equal to 10% or



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more of either the aggregate market value of all the assets of the
Corporation determined on a consolidated basis or the aggregate market value
of all the outstanding stock of the Corporation; or




1.3. Any sale, lease, exchange, mortgage, pledge, transfer or other
disposition, whether in one transaction or a series of transactions, to the
Corporation or any subsidiary, partnership, trust or other business entity
of the Corporation of any assets in exchange for voting securities or
securities convertible into or exchangeable for voting securities, or
options, warrants or rights to purchase voting securities or securities
convertible into or exchangeable for voting securities, of the Corporation
or any subsidiaries of the Corporation by an Interested Shareholder or
subsidiary, Affiliate or Associate of an Interested Shareholder; or




1.4. Any reclassification of securities of the Corporation, recapitalization
or other transaction which has the effect, directly or indirectly, of
increasing the voting power of an Interested Shareholder or a subsidiary,
Affiliate or Associate of an Interested Shareholder; or




1.5. Any receipt by an Interested Shareholder or a subsidiary Affiliate or
Associate of an Interested Shareholder, except proportionately as a
shareholder, of the benefit, directly or indirectly of any loans, advances,
guarantees, pledges, or other financial benefits provided by or through the
Corporation or any direct or indirect subsidiary, partnership, trust or
other business entity of the Corporation, except proportionately as a
shareholder; or




1.6. Any action by an Interested Shareholder which results in the
termination of the Corporation’s existence as a corporation formed under the
Washington Business Corporation Act; or




1.7. The adoption of any plan or proposal for the partial or complete
liquidation or dissolution of the Corporation proposed by or on behalf of an
Interested Shareholder.



          2. “Interested Shareholder” means any corporation, person or other entity which is the
beneficial owner, directly or indirectly, of outstanding voting securities of the Corporation
representing 15% or more of the votes then entitled to be voted in the election of the Directors of
the Corporation; provided, however, that the term “Interested Shareholder” shall not include any
corporation, person, or entity who (a) was an Interested Shareholder as of the effective date of
this Article FOURTEENTH or (b) acquired said securities from a person described in (a) above by
gift, inheritance or in a transaction in which no consideration was exchanged.




     Any corporation, person or other entity will be deemed to be the beneficial owner of any
voting securities:




	 	(a)	 	Which it owns directly, whether or not of
record; and




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	 	(b)	 	Which it (i) has the right to acquire, whether
such right is exercisable immediately or after the passage of time and
whether or not such right is exercisable only after specified
conditions are met, pursuant to any agreement or arrangement or
understanding or upon exercise of conversion rights, exchange rights,
warrants or options or otherwise or (ii) has the right to vote pursuant
to any agreement or arrangement or understanding; and
	 
	 	(c)	 	Which are beneficially owned, directly or
indirectly, including securities deemed to be owned through application
of clause (b) above, by an “Affiliate” or “Associate”; and
	 
	 	(d)	 	Which are beneficially owned, directly or
indirectly, including securities deemed owned through application of
clause (b) above, by any other corporation, person or other entity with
which the Interested Shareholder or any of its Affiliates or
Associates, has any agreement or arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of voting securities
of the Corporation.





          3. An “Affiliate” or a corporation, person or other entity “affiliated” with a specified
corporation, person or other entity means a corporation, person or other entity that directly or
indirectly, through one or more intermediaries, controls, or is controlled by, or is under common
control with, the corporation, person or other entity specified. The term “Associate”, when used
to indicate a relationship with any corporation, person or other entity means (a) any corporation
or organization other than the Corporation or subsidiaries of the Corporation, of which such
corporation, person or other entity is an officer or partner or is, directly or indirectly, the
beneficial owner of Ten Percent (10%) or more of any class of voting securities, (b) any trust or
other estate in which such corporation, person or other entity has a substantial beneficial
interest or as to which such corporation, person or other entity served as trustee or in similar
fiduciary capacity and (c) any relative or spouse of such person, or relative of such spouse, who
has the same home of such person or who was a director or officer of the corporation or
organization or any of its parents or subsidiaries.




          4. “Disinterested Director” means any member of the Board of Directors who is not an
Interested Shareholder, Affiliate or Associate of an Interested Shareholder or any of their
Affiliates or Associates.




          5. “Disinterested Shareholder” means the owner of voting securities other than those
beneficially owned by an Interested Shareholder.




     D. Director Approval



          1. The provisions of Section A of this Article shall not be applicable if the Business
Combination shall have been approved by a majority of the Disinterested Directors prior to the
consummation of such Business Combination.




          2. The provisions of Section B of this Article shall not be applicable if the



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transaction or series of transactions by which a corporation, person or other entity became an
Interested Shareholder shall have been approved by a majority of the Disinterested Directors.




     E. Amendments to Article Fourteenth



     The affirmative vote of a majority of the Disinterested Directors and the affirmative vote of
the holders of outstanding voting securities of the Corporation entitled to exercise two-thirds of
the voting power of the Corporation and the affirmative vote of two-thirds of the voting securities
beneficially owned by Disinterested Shareholders shall be required to amend any provision of this
Article TWELFTH.



     FIFTEENTH. To the full extent that the Washington Business Corporation Act, as it exists on
the date hereof or may hereafter be amended, permits the limitation or elimination of the liability
of Directors, a Director of this Company shall not be liable to this Company or its shareholders
for monetary damages for conduct as a Director. Any amendments to or repeals of this Article
Fifteenth shall not adversely affect any right or protection of a Director of this Company for or
with respect to any acts or omissions of such Director occurring prior to such amendment or repeal.



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THESE RESTATED ARTICLES WERE ADOPTED BY RESOLUTION OF THE BOARD OF DIRECTORS.




     Signed in Cincinnati, Ohio this 1st of March, 1989.



	 	 	 	 	 
	 	 	 
	 	                                              /s/ Robert J. Kohlhepp
 	 
	 	Robert J. Kohlhepp 	 
	 	President 	 



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ARTICLES OF AMENDMENT

OF

CINTAS CORPORATION





     Pursuant to the provisions of RWC 23B.10 of the Washington Business Corporation Act, the
following Articles of Amendment to the Restated Articles of Incorporation are herewith submitted
for filing:


ARTICLE 1: The name of record of the corporation is Cintas Corporation.



ARTICLE 2:
The amendment to the Restated Articles of Incorporation as adopted is as follows:




     (1) Article Fifth, paragraph one, is changed to read as follows:




FIFTH: The maximum number of shares which the Corporation is
authorized to have outstanding is:




A. 90,000,000 shares of Common Stock, without par value and




B. 100,000 shares of Preferred Stock, without par value.


ARTICLE 3:
The amendment does not provide for an exchange, reclassification or cancellation of
issued shares.



ARTICLE 4:
The date of the adoption of the amendment was October 24, 1991.



ARTICLE 5:
The amendment was adopted by the Shareholders of the Corporation in accordance with the
provisions of RCW 23B.10.030 and 23B.10.040.



ARTICLE 6: The number of shares of each class entitled to vote as a class that voted for and
against amendment to Article Fifth was:




	 	 	 	 	 	 	 
	 	 	Number of Shares	 
	Amendment	 	of Common Stock	 
	Article Fifth
	 	For:	 	 	17,309,793	 
	 
	 	Against:	 	 	1,657,763	 
	 
	 	Abstain:	 	 	2,781,506	 






     I certify that I am an officer of Cintas Corporation and am authorized to execute these
Articles on behalf of the Corporation.



	 	 	 	 	 
	 	 	 
	Dated:  October 31, 1991 	/s/ Robert J. Kohlhepp
 	 
	 	Name:  	Robert J. Kohlhepp 	 
	 	Title:  	President 	 



 









 







	 	 	 	 	 



ARTICLES OF AMENDMENT

OF

CINTAS CORPORATION





     Pursuant to the provisions of RWC 23B.10 of the Washington Business Corporation Act, the
following Articles of Amendment to the Restated Articles of Incorporation are herewith submitted
for filing:



     ARTICLE 1:
The name of record of the corporation is Cintas Corporation.



     ARTICLE 2:
The amendment to the Restated Articles of Incorporation as adopted is as follows:



     (1) Article Fifth, paragraph one, is changed to read as follows:




FIFTH: The maximum number of shares which the Corporation is
authorized to have outstanding is:




A. 120,000,000 shares of Common Stock, without par value and




B. 100,000 shares of Preferred Stock, without par value.



     ARTICLE 3: The amendment does not provide for an exchange, reclassification or cancellation of
issued shares.



     ARTICLE 4:
The date of the adoption of the amendment was October 27, 1992.



     ARTICLE 5:
The amendment was adopted by the Shareholders of the Corporation in accordance with
the provisions of RCW 23B.10.030 and 23B.10.040.



     ARTICLE 6: The number of shares of each class entitled to vote as a class that voted for and
against amendment to Article Fifth was:



	 	 	 	 	 	 	 
	 	 	Number of Shares	 
	Amendment	 	of Common Stock	 
	Article Fifth
	 	For:	 	 	38,683,425	 
	 
	 	Against:	 	 	1,250,328	 
	 
	 	Abstain:	 	 	27,064	 






     I certify that I am an officer of Cintas Corporation and am authorized to execute these
Articles on behalf of the Corporation.



	 	 	 	 	 
	 	 	 
	Dated:  November 4, 1992 	/s/Robert J. Kohlhepp
 	 
	 	Name:  	Robert J. Kohlhepp 	 
	 	Title:  	President 	 



 









 






	 	 	 	 	 



ARTICLES OF AMENDMENT

OF

CINTAS CORPORATION





     The following Articles of Amendment are executed by the undersigned, a Washington corporation:



     1. The name of the corporation is Cintas Corporation.



     2. Effective upon filing of these Articles of Amendment with the Secretary of State of
Washington, Articles “EIGHTH” and “TWELFTH” of the Articles of Incorporation of the corporation are
amended to read as follows:




EIGHTH. This Corporation elects to be covered by the provisions of
Section 23B.17.020 of the Washington Business Corporation Act
concerning transactions with interested shareholders.




TWELFTH. The number of Directors of this Corporation shall be
determined in the manner provided by the Bylaws and may be increased
or decreased in the manner provided therein. The Directors of this
Corporation may be removed only for cause; such removal shall be by
the holders of not less than two-thirds of the shares entitled to
elect the Director or Director whose removal is sought in the manner
provided by the Bylaws.



     3. The date of adoption of the amendments by the shareholders of the corporation is October
13, 1994.



     4. The amendments were duly approved by the shareholders in accordance with provisions of RCW
23B.10.030 and RCW 23B.10.040.



     These Articles of Amendment are executed by said corporation by its duly authorized officer.



Dated: October 13, 1994




	 	 	 	 	 
	 	CINTAS CORPORATION

 	 
	 	By:  	/s/Robert J. Kohlhepp
 	 
	 	 	Robert J. Kohlhepp 	 
	 	 	President 	 



 









 







	 	 	 	 	 



ARTICLES OF AMENDMENT

OF

CINTAS CORPORATION





     Pursuant to the provisions of RWC 23B.10 of the Washington Business Corporation Act, the
following Articles of Amendment to the Restated Articles of Incorporation are herewith submitted
for filing:



     ARTICLE 1:
The name of record of the corporation is Cintas Corporation.



     ARTICLE 2:
The amendment to the Restated Articles of Incorporation as adopted is as follows:



     (1) Article Fifth, paragraph one, is changed to read as follows:




FIFTH: The maximum number of shares which the Corporation is
authorized to have outstanding is:




A. 300,000,000 shares of Common Stock, without par value and




B. 100,000 shares of Preferred Stock, without par value.



     ARTICLE 3: The amendment does not provide for an exchange, reclassification or cancellation of
issued shares.



     ARTICLE 4:
The date of the adoption of the amendment was October 21, 1998.



     ARTICLE 5:
The amendment was adopted by the Shareholders of the Corporation in accordance with
the provisions of RCW 23B.10.030 and 23B.10.040.



     ARTICLE 6: The number of shares of each class entitled to vote as a class that voted for and
against amendment to Article Fifth was:



	 	 	 	 	 	 	 
	 	 	Number of Shares	 
	Amendment	 	of Common Stock	 
	Article Fifth
	 	For:	 	 	84,071,496	 
	 
	 	Against:	 	 	11,113,728	 
	 
	 	Abstain:	 	 	226,132	 






     I certify that I am an officer of Cintas Corporation and am authorized to execute these
Articles on behalf of the corporation.



	 	 	 	 	 
	 	 	 
	Dated:  October 21, 1998 	/s/Robert J. Kohlhepp
 	 
	 	Name:  	Robert J. Kohlhepp 	 
	 	Title:  	Chief Financial Officer 	 



 









 








	 	 	 	 	 



ARTICLES OF AMENDMENT

OF

CINTAS CORPORATION





     Pursuant to the provisions of RWC 23B.10 of the Washington Business Corporation Act, the
following Articles of Amendment to the Restated Articles of Incorporation are herewith submitted
for filing:



     ARTICLE 1: The name of record of the corporation is cintas corporation.



     ARTICLE 2:
The amendment to the Restated Articles of incorporation as adopted is as follows:



     (1) Article Fifth, paragraph one, is changed to read as follows:




FIFTH: The maximum number of shares which the Corporation is
authorized to have outstanding is:




A. 425,000,000 shares of Common Stock, without par value and




B. 100,000 shares of Preferred Stock, without par value.



     ARTICLE 3: The amendment does not provide for an exchange, reclassification or cancellation of
ISSUED SHARES.



     ARTICLE 4:
The date of the adoption of the amendment was October 25, 2000.



     ARTICLE 5: The amendment was adopted by the shareholders of the corporation in accordance with
the provisions of RCW 23B.10.030 and 23B.10.040.



     Article 6: The number of shares of each class entitled to vote as a class that voted for and
against amendment to Article Fifth was:



	 	 	 	 	 	 	 
	 	 	Number of Shares	 
	Amendment	 	of Common Stock	 
	Article Fifth
	 	For:	 	 	153,920,786	 
	 
	 	Against:	 	 	1,226,506	 
	 
	 	Abstain:	 	 	195,487	 






     I certify that I am an officer of Cintas Corporation and am authorized to execute these
Articles on behalf of the corporation.



Dated: October 25, 2000




	 	 	 	 	 
	 	 	 
	 	                           /s/Scott Farmer
 	 
	 	Name:  	Scott Farmer 	 
	 	Title:  	President