SEC Company Response from CINTAS CORP (CTAS) (CIK 0000723254) (CTAS) — May 8, 2008
CINTAS CORP (CTAS) (CIK 0000723254)
Date: May 8, 2008 · CIK: 0000723254 · Accession: 0000892251-08-000148
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-11399
Referenced dates: April 10, 2008, January 25, 2008
Letter
Via EDGAR Division of Corporation Finance Securities and Exchange Commission Cintas Corporation Form 10-K for fiscal year ended May 31, Filed July 30, 2007 File No. 000-11399
Dear Mr. Reynolds:
On behalf of Cintas Corporation, we are responding to the Staff’s comment contained in the letter dated April 10, 2008 to the above-referenced filing. We discussed the comment by telephone with Edwin Kim of the Staff on April 30, 2008.
Item 11. Executive Compensation
Compensation Discussion and Analysis
1.
We note your response to comment two of our letter dated January 25, 2008, we reissue the comment in part. We requested a quantitative discussion of all the terms of the necessary targets to be achieved for your named executive officers to earn their cash incentive bonuses and long-term equity incentives. In our prior letter, we noted that growth in earnings per share, sales growth, and other performance goals were used to determine executive incentive-based income. Your response indicates that disclosure of the earnings per share and sales growth thresholds would cause competitive harm to Cintas Corporation because it would allow “existing or future competitors…to gain or retain market share by reducing prices.” In particular we note that your actual EPS growth and sales growth for the company are known for fiscal 2007. Given that the actual growth in earning per share and growth in sales are known, please disclose the specific performance targets used to determine the incentive amounts or provide us with detailed discussion of how the disclosure of each specific target would cause the company competitive harm. Specifically address why the disclosure of the specific targets would cause competitors to reduce prices and gain or retain market share.
Mr. John Reynolds
May 8,
Page
Additionally, we note your response only discussed the earnings per share and sales growth targets. Supplementally advise us if there are any other quantitative “performance goals” used in the company’s incentive-based compensation programs outside of the earnings per share and sales growth targets discussed in your response letter.
Cintas Corporation will update its future filings to expand its discussion in the Compensation Discussion and Analysis to include the terms of quantitative financial performance targets to the extent they are material to an understanding of how Cintas Corporation determines compensation for its named executive officers for the last fiscal year.
Sincerely
yours,
CINTAS CORPORATION
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[Cintas
Letterhead]
May 8,
2008
Via
EDGAR
Mr. John
Reynolds
Assistant
Director
Division
of Corporation Finance
Securities
and Exchange Commission
100 F
Street, N.E., Mail Stop 3561
Washington,
DC 20549
Re:
Cintas
Corporation
Form
10-K for fiscal year ended May 31,
2007
Filed
July 30, 2007
File No.
000-11399
Dear Mr.
Reynolds:
On behalf
of Cintas Corporation, we are responding to the Staff’s comment contained in the
letter dated April 10, 2008 to the above-referenced filing. We
discussed the comment by telephone with Edwin Kim of the Staff on April 30,
2008.
Item
11. Executive Compensation
Compensation Discussion and
Analysis
1.
We
note your response to comment two of our letter dated January 25, 2008, we
reissue the comment in part. We requested a quantitative
discussion of all the terms of the necessary targets to be achieved for
your named executive officers to earn their cash incentive bonuses and
long-term equity incentives. In our prior letter, we noted that
growth in earnings per share, sales growth, and other performance goals
were used to determine executive incentive-based income. Your
response indicates that disclosure of the earnings per share and sales
growth thresholds would cause competitive harm to Cintas Corporation
because it would allow “existing or future competitors…to gain or retain
market share by reducing prices.” In particular we note that
your actual EPS growth and sales growth for the company are known for
fiscal 2007. Given that the actual growth in earning per share
and growth in sales are known, please disclose the specific performance
targets used to determine the incentive amounts or provide us with
detailed discussion of how the disclosure of each specific target would
cause the company competitive harm. Specifically address why
the disclosure of the specific targets would cause competitors to reduce
prices and gain or retain market
share.
Mr. John
Reynolds
May 8,
2008
Page
Additionally,
we note your response only discussed the earnings per share and sales
growth targets. Supplementally advise us if there are any other
quantitative “performance goals” used in the company’s incentive-based
compensation programs outside of the earnings per share and sales growth
targets discussed in your response
letter.
Cintas
Corporation will update its future filings to expand its discussion in the
Compensation Discussion and Analysis to include the terms of quantitative
financial performance targets to the extent they are material to an
understanding of how Cintas Corporation determines compensation for its named
executive officers for the last fiscal year.
Sincerely
yours,
CINTAS CORPORATION
By:
/s/ William
C. Gale
William
C. Gale
Senior
Vice President and Chief Financial Officer
cc:
Edwin
Kim, Division of Corporation Finance
(courtesy
copy via facsimile - 202-772-9206)