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Cintas

NASDAQ: CTAS · USD

Cintas (CTAS) Economic Moat Analysis50

Competitive advantages, dated evidence and erosion risks.

Narrow economic moat

Cintas has a narrow moat supported by its established route, processing and distribution infrastructure and repeated inventory, sourcing and production efficiencies. Realized price increases alongside organic growth and existing-customer expansion support pricing power. Selected First Aid and Safety contract terms also create switching friction. Relative costs, companywide switching barriers and exceptional durability remain unproven. UniFirst acquisition benefits remain prospective.

Cost advantage

The established local route and processing infrastructure supports shared delivery, inventory and fixed-cost efficiencies. Repeated disclosed operating improvements support a narrow infrastructure-based advantage, although no quantified cost lead over competitors is supplied.

Durability
Routes and facilities expanded between fiscal 2024 and 2026, while successive filings report efficiency improvements. Replication requires operating infrastructure and execution, but the passages do not establish a protected long-term runway.
Competitors
Comparison not established
Erosion risks
Local fragmented competition, in-house alternatives, input inflation and price competition could weaken route economics. National scale does not itself establish superior density in each local market.
What would invalidate the thesis
Sustained deterioration in inventory and production efficiency despite stable service volumes, recurring price concessions accompanied by customer losses, or evidence that rivals provide equivalent service at structurally lower costs would invalidate the advantage.
Evidence (7) · Counterevidence (4)

Switching costs

The disclosed First Aid and Safety agreement creates bounded contractual switching friction through a 36-month initial term, automatic renewal, exclusivity and payment of remaining service charges on qualifying early termination. This supports a supplementary advantage for covered products, not companywide customer lock-in.

Durability
Contractual obligations can sustain relationships during each term. Their prevalence, enforcement and contribution to realized retention are undisclosed; the agreement does not establish proprietary technological dependence.
Competitors
Comparison not established
Erosion risks
Customers can prevent renewal with timely notice, terminate for unresolved material service complaints, or choose alternatives before contracting. Comparable competitor terms could limit differentiation.
What would invalidate the thesis
Evidence that these terms cover little revenue, are routinely waived or unenforceable, or fail to prevent material customer departures would invalidate their economic significance.
Evidence (4) · Counterevidence (3)

Changes since the previous analysis

  • Retain the narrow verdict and prior criterion grades after reassessing the supplied catalog.
  • Add a separately bounded switching-cost advantage: the supplied agreement establishes exclusivity, a 36-month initial term, automatic renewal and remaining-charge obligations on qualifying early termination. Its companywide prevalence remains unknown.
  • Clarify capital discipline using disclosed cash flows and cash repurchases: quarterly dividends and cash repurchases alone were below operating cash generation, while total investing and financing outflows exceeded it. Subsequent repurchases and the pending acquisition remain relevant commitments.

Evidence limitations

  • Operating outcomes are disclosed in issuer filings; explanations attributing growth to retention, pricing or specific efficiency initiatives are management's descriptions. No independent relative-cost or customer-level validation is supplied.
  • Competition passages identify generic provider categories. UniFirst is identified elsewhere as an overlapping supplier and pending acquisition counterparty, but no direct competitive performance comparison is supplied; competitor arrays remain empty.
  • No local route-density comparisons, rival unit costs, price-versus-volume decomposition, quantified retention rates or customer price elasticity are supplied.
  • The customer agreement covers selected First Aid and Safety products, not all uniform rental contracts. It demonstrates published terms, not their adoption rate, enforcement history or realized renewal outcomes. October 19, 2026 is its retrieval date, not a publication date.
  • Management ownership amounts and complete incentive weightings are absent. Actual awards and disclosed governance arrangements support assessment without assuming ownership or treating proposed actions as adopted.
  • Acquisition benefits are not credited: the transaction remained unclosed at the October 7, 2026 filing. Generic competitive and cost risks describe possible erosion, not demonstrated current losses.

Financial indicators to test against the thesis

Calculated from annual filings. Missing data remains unavailable. Detailed financial charts remain in the other topics.

Financial indicators to test against the thesis
PeriodGross marginOperating marginROICFCF margin
202246.2%20.2%22.3%16.5%
202347.3%20.4%23.5%14.4%
202448.8%21.6%26.0%17.4%
202550.0%22.8%28.4%17.0%
202650.7%23.1%29.5%16.7%

Pricing power75

  • Pricing outcomes

    Fiscal 2025, fiscal 2026 and the August 2026 quarter identify realized price increases alongside customer expansion and growth. This is repeated operating evidence, although management does not quantify pricing's contribution or elasticity.

  • Customer demand

    Recurring route servicing, existing-customer expansion and reported strong retention support sustained repeat demand. This assessment uses indirect operating evidence and management descriptions, not a verified retention rate. Annual lost business prevents an assumption of universal retention.

  • Margin resilience

    Successive inventory and production improvements and recent operating-margin expansion demonstrate cost absorption alongside pricing. Mix, sourcing and fixed-cost leverage also contribute, so resilience cannot be attributed entirely to pricing. All Other's annual margin decline limits uniformity.

  • Pricing freedom

    Covered First Aid and Safety terms reserve price increases, bind customers absent objection within 10 days, and permit Cintas to terminate following objection. These are strong disclosed repricing rights, qualified by customer objection and bilateral amendment requirements. Companywide coverage is unestablished.

Management56

  • Capital discipline

    Annual and quarterly cash generation supports investment and distributions. Quarterly dividends and cash repurchases totaled about $496.4 million against $572.3 million of operating cash, but total investing and financing outflows exceeded operating cash. Subsequent $494.0 million repurchases and pending cash-and-stock acquisition obligations make discipline mixed; buyback value creation and acquisition returns are unproven.

  • Incentive alignment

    Actual restricted-stock awards tied to fiscal 2026 EPS and sales achievements and generally three-year vesting provide alignment. Committee adjustment discretion and the Executive Chairman's non-performance equity structure temper it. Ownership amounts and full incentive weightings remain missing.

  • Execution

    Infrastructure expansion, repeated operational efficiencies and recent organic growth demonstrate execution through operating outcomes. Attribution to individual managers is indirect, and pending acquisition integration receives no credit.

  • Governance

    Independent committees, annual director terms, implemented voting reforms and an unqualified internal-control opinion support meaningful safeguards. Discretion over resignation offers and remaining business-combination voting restrictions limit accountability. Proposed reincorporation is not treated as effective.

Sources and methodology

Current publication · Updated 20/10/2026 · Version 11

AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.

Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 28/10/2026

Moat50

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

structural advantage · 2/4 · Established route and processing infrastructure plus repeated inventory, sourcing and fixed-cost efficiencies support a narrow advantage. Selected contractual switching friction adds support, but relative costs and contract prevalence are unknown.

durability · 2/4 · Infrastructure expansion from fiscal 2024 to 2026 and successive efficiency improvements support persistence. Contract terms provide limited-duration protection; fragmented local markets and substitution constrain evidence of lasting exclusion.

customer dependency · 2/4 · Predominantly route-servicing revenue and existing-customer expansion indicate recurring operational relevance indirectly. Covered contracts impose exit costs, but companywide dependency is unquantified and customers retain in-house alternatives.

erosion resilience · 2/4 · Recent organic growth, pricing and efficiency gains do not show broad realized erosion. Historical lost business and uneven segment margins temper resilience; competitive price reductions and input inflation remain possible risks rather than realized adverse outcomes.

Pricing power75

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

realized pricing · 3/4 · Fiscal 2025, fiscal 2026 and the August 2026 quarter identify realized price increases alongside customer expansion and growth. This is repeated operating evidence, although management does not quantify pricing's contribution or elasticity.

retention · 3/4 · Recurring route servicing, existing-customer expansion and reported strong retention support sustained repeat demand. This assessment uses indirect operating evidence and management descriptions, not a verified retention rate. Annual lost business prevents an assumption of universal retention.

margin resilience · 3/4 · Successive inventory and production improvements and recent operating-margin expansion demonstrate cost absorption alongside pricing. Mix, sourcing and fixed-cost leverage also contribute, so resilience cannot be attributed entirely to pricing. All Other's annual margin decline limits uniformity.

contractual freedom · 3/4 · Covered First Aid and Safety terms reserve price increases, bind customers absent objection within 10 days, and permit Cintas to terminate following objection. These are strong disclosed repricing rights, qualified by customer objection and bilateral amendment requirements. Companywide coverage is unestablished.

Predictability100

5 consecutive published annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.

Nondeclining revenue years (%)
100.00
Revenue growth volatility (pp)
1.68
Positive FCF years (%)
100.00
FCF margin volatility (pp)
1.06
observedAnnualPeriods
5.00

Financial strength84

Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or reported pretax profit plus reported gross interest expense. Reported EBIT is distinct from GAAP operating income and gross interest. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.

debtFcfGrade
95.85
netDebtEbitGrade
83.59
interestCoverageGrade
100.00
currentRatioGrade
54.72
Debt / FCF (x)
1.29
Net debt / operating income (x)
0.82
Interest coverage (x)
24.52
Current ratio (x)
1.43

Capital allocation100

Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or EBIT calculated from reported pretax profit plus reported gross interest expense; the issuer-reported EBIT is distinct from GAAP operating income and gross interest; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. ROIC remains undefined for nonpositive invested capital; the explicit asset-return alternative does not change the ROIC chart. Missing financial inputs alone never trigger an alternative. Does not establish acquisition quality or buyback timing.

3-year pre-tax operating return (%)
35.01
3-year average dilution (%)
-0.44
3-year average SBC / revenue (%)
1.20
cashConversionGrade
98.60

Management56

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

capital discipline · 2/4 · Annual and quarterly cash generation supports investment and distributions. Quarterly dividends and cash repurchases totaled about $496.4 million against $572.3 million of operating cash, but total investing and financing outflows exceeded operating cash. Subsequent $494.0 million repurchases and pending cash-and-stock acquisition obligations make discipline mixed; buyback value creation and acquisition returns are unproven.

incentive alignment · 2/4 · Actual restricted-stock awards tied to fiscal 2026 EPS and sales achievements and generally three-year vesting provide alignment. Committee adjustment discretion and the Executive Chairman's non-performance equity structure temper it. Ownership amounts and full incentive weightings remain missing.

execution · 3/4 · Infrastructure expansion, repeated operational efficiencies and recent organic growth demonstrate execution through operating outcomes. Attribution to individual managers is indirect, and pending acquisition integration receives no credit.

governance · 2/4 · Independent committees, annual director terms, implemented voting reforms and an unqualified internal-control opinion support meaningful safeguards. Discretion over resignation offers and remaining business-combination voting restrictions limit accountability. Proposed reincorporation is not treated as effective.

Evidence

Operations and Distribution Within the Uniform Rental and Facility Services reportable operating segment, Cintas provides its products and services to customers via local delivery routes originating from rental processing plants and branches.

Fiscal 2026 Form 10-K, Business, Operations and Distribution · Filed 29/07/2026

At May 31, 2026, Cintas, in total, had approximately 12,500 local delivery routes, 484 operational facilities and 12 distribution centers.

Fiscal 2026 Form 10-K, Business, operating infrastructure at May 31, 2026 · Filed 29/07/2026

At May 31, 2024, Cintas, in total, had approximately 11,700 local delivery routes, 467 operational facilities and 12 distribution centers.

Fiscal 2024 Form 10-K, operating infrastructure at May 31, 2024 · Filed 25/07/2024

The cost of uniform rental and facility services as a percent of revenue improved compared to fiscal 2024 from 51.8% to 50.7% primarily due to efficiency gains in energy usage, more efficient use of in-service inventory and production efficiency gains.

Fiscal 2025 Form 10-K, MD&A, uniform rental cost efficiencies · Filed 28/07/2025

As a percent of revenue, the cost of uniform rental and facility services improved from 50.7% in fiscal 2025, to 50.0% in fiscal 2026, primarily due to more efficient use of in-service inventory and production efficiency gains.

Fiscal 2026 Form 10-K, MD&A, uniform rental cost efficiencies · Filed 29/07/2026

The improvement in gross margin as a percent of revenue was primarily driven by favorable changes in the sales mix, sourcing and productivity initiatives, as well as improved leverage of fixed costs and a reduction in energy expense as a percent of revenue.

Fiscal 2026 Form 10-K, MD&A, First Aid and Safety gross-margin drivers · Filed 29/07/2026

This improvement as a percent of revenue was primarily due to more efficient usage of in-service inventory, strategic sourcing initiatives, efficiency gains and improved leverage of fixed costs.

August 2026 Form 10-Q, MD&A, uniform rental efficiency and fixed-cost leverage · Filed 07/10/2026

Competition The primary markets served by each of the Cintas operating segments are local in nature and highly fragmented.

Fiscal 2026 Form 10-K, Business, Competition · Filed 29/07/2026

In addition, businesses may decide to perform certain services in-house instead of outsourcing these services.

Fiscal 2026 Form 10-K, Business, in-house alternatives · Filed 29/07/2026

If existing or future competitors seek to gain or retain market share by reducing prices, Cintas may be required to lower prices, which would adversely affect our consolidated results of operations.

Fiscal 2026 Form 10-K, Risk Factors, potential competitive price reductions · Filed 29/07/2026

Increases in labor costs, including the cost to provide employee-partner related healthcare benefits, minimum wages, labor shortages or shortages of skilled labor, regulations regarding the classification of employees and/or their eligibility for overtime wages, higher material costs for items such as fabrics, textiles and other products used in our operations, the inability to obtain insurance coverage at cost-effective rates, higher interest rates, inflation, higher tax rates and other changes in tax laws and other economic factors could increase our costs of rental uniforms and facility services, cost of other services and selling and administrative expenses.

Fiscal 2026 Form 10-K, Risk Factors, labor and other input costs · Filed 29/07/2026

The Parties agree and acknowledge that Cintas will be Customer’s exclusive provider of first aid and safety goods and services for every Customer location that lies within Cintas’s normal operating service areas.

First Aid and Safety universal agreement, Parties and Acknowledgment, exclusivity; retrieved October 19, 2026 · Retrieved 19/10/2026

Term; Renewal; Charges. The initial term of this Agreement is 36 months, commencing on the delivery date of the first Product to the Customer, which shall be reflected in the first invoice from Cintas to Customer (“Initial Term”).

First Aid and Safety universal agreement, Term; Renewal; Charges, initial term; retrieved October 19, 2026 · Retrieved 19/10/2026

This Agreement will renew automatically for succeeding terms of 12 months (each a “Renewal Term”) unless Customer gives Cintas written notice of the Customer’s intention not to renew at least 30 days prior to the expiration of the then-current term.

First Aid and Safety universal agreement, automatic renewal and nonrenewal notice; retrieved October 19, 2026 · Retrieved 19/10/2026

If Customer terminates the Agreement prior to the end of the then-current term for any reason other than a material breach by Cintas or if Cintas terminates this Agreement for a material breach by Customer, Customer shall pay all remaining Monthly Service Charges owed through the end of the then-current term.

First Aid and Safety universal agreement, Cancellation; Return of Product(s), remaining charges; retrieved October 19, 2026 · Retrieved 19/10/2026

Customer may cancel the Agreement at any time with a 30-day advance written notification.

First Aid and Safety universal agreement, cancellation notice; retrieved October 19, 2026 · Retrieved 19/10/2026

If Cintas then fails to resolve any material complaint in a reasonable period of time, Customer may terminate this Agreement; provided, that, (i) all Products are returned to Cintas in good working order, with Customer being solely responsible for all costs associated with returning the Products, and/or (ii) Customer purchases all Devices and/or Eyewash Stations not returned in good working order at an amount that covers Cintas’ actual cost to replace the Product(s) including without limitation administrative/overhead costs including those related to purchasing, shipping, and delivery of the Product(s).

First Aid and Safety universal agreement, Quality of Services, termination remedy; retrieved October 19, 2026 · Retrieved 19/10/2026

Over 95% of the Company's revenue is derived from fees for route servicing of Uniform Rental and Facility Services, First Aid and Safety Services and Fire Protection Services customers, performed by a Cintas employee-partner, at the customer's location of business.

Fiscal 2026 Form 10-K, revenue recognition, route-servicing revenue · Filed 29/07/2026

Revenue growth was a result of new business, the penetration of additional products and services into existing customers and price increases, partially offset by lost business.

Fiscal 2025 Form 10-K, MD&A, uniform rental revenue drivers and lost business · Filed 28/07/2025

Revenue growth was a result of new business, the penetration of additional products and services into existing customers and price increases, partially offset by lost business.

Fiscal 2026 Form 10-K, MD&A, uniform rental revenue drivers and lost business · Filed 29/07/2026

The increase in revenue was driven by many factors including increases in new business sold by sales representatives, penetration of additional products and services into existing customers, price increases and strong customer retention.

Fiscal 2026 Form 10-K, MD&A, First Aid and Safety pricing and retention · Filed 29/07/2026

The organic revenue growth rate for this reportable operating segment was 8.0%.

August 2026 Form 10-Q, MD&A, uniform rental organic revenue growth · Filed 07/10/2026

Revenue growth was a result of new business, the penetration of additional products and services into existing customers, price increases, and strong customer retention.

August 2026 Form 10-Q, MD&A, uniform rental pricing, customer expansion and retention · Filed 07/10/2026

Operating income was $711.9 million, or 23.6% of revenue, for the three months ended August 31, 2026, compared to $617.9 million, or 22.7% of revenue, for the three months ended August 31, 2025.

August 2026 Form 10-Q, MD&A, consolidated operating income and margin · Filed 07/10/2026

Uniform Rental and Facility Services 25.9% 25.8% First Aid and Safety Services 32.3% 33.0% All Other 32.3% 30.6% Total selling and administrative expenses 27.4% 27.2% UniFirst transaction expenses 0.1% —% Operating income: Uniform Rental and Facility Services 24.1% 23.5% First Aid and Safety Services 25.4% 24.2% All Other 15.3% 16.7% Total operating income 23.1% 22.8% Interest expense, net 0.9% 0.9% Income before income taxes 22.2% 21.9% 24 Fiscal 2026 Compared to Fiscal 2025

Fiscal 2026 Form 10-K, MD&A, segment operating margins · Filed 29/07/2026

Customer acknowledges, however, that Cintas’s costs may increase and Cintas reserves the right to increase prices.

First Aid and Safety universal agreement, right to increase prices; retrieved October 19, 2026 · Retrieved 19/10/2026

If Cintas increases a price, Customer has the right to object in writing within 10 days of notice of the increase, which may be in the form of an invoice.

First Aid and Safety universal agreement, customer objection period; retrieved October 19, 2026 · Retrieved 19/10/2026

If Customer objects to the increase, Cintas has the right to terminate the Agreement.

First Aid and Safety universal agreement, termination following price objection; retrieved October 19, 2026 · Retrieved 19/10/2026

If Customer does not object, Customer is bound by the new prices.

First Aid and Safety universal agreement, binding new prices absent objection; retrieved October 19, 2026 · Retrieved 19/10/2026

No amendment of this Agreement is effective unless it is signed by Customer and Cintas.

First Aid and Safety universal agreement, bilateral amendment requirement; retrieved October 19, 2026 · Retrieved 19/10/2026

26 Liquidity and Capital Resources The following table summarizes our cash flows and cash and cash equivalents as of and for the fiscal years ended May 31: (In thousands) 2026 2025 Net cash provided by operating activities $ 2,276,280 $ 2,165,905 Net cash used in investing activities $ (568,428) $ (623,638) Net cash used in financing activities $ (1,682,072) $ (1,619,011) Cash and cash equivalents at end of year $ 289,018 $ 263,973 Cash and cash equivalents as of May 31, 2026 and 2025, include $78.5 million and $57.8 million, respectively, that is located outside of the U.S.

Fiscal 2026 Form 10-K, Liquidity and Capital Resources, annual cash flows · Filed 29/07/2026

Liquidity and Capital Resources The following is a summary of our cash flows and cash and cash equivalents as of and for the three months ended August 31: (In thousands) 2026 2025 Net cash provided by operating activities $ 572,331 $ 414,481 Net cash used in investing activities $ (117,367) $ (116,227) Net cash used in financing activities $ (500,168) $ (424,001) Cash and cash equivalents at the end of the period $ 243,599 $ 138,143 Cash and cash equivalents as of August 31, 2026 and 2025, include $79.8 million and $66.7 million, respectively, that is located outside of the U.S.

August 2026 Form 10-Q, Liquidity and Capital Resources, quarterly cash flows · Filed 07/10/2026

Proceeds from exercise of stock-based compensation awards 159 2,669 Dividends paid (180,700) (157,766) Repurchase of common stock (315,710) (266,097) Other, net (3,917) (2,807) Net cash used in financing activities (500,168) (424,001) Effect of exchange rate changes on cash and cash equivalents (215) (83) Net decrease in cash and cash equivalents (45,419) (125,830) Cash and cash equivalents at beginning of period 289,018 263,973 Cash and cash equivalents at end of period $ 243,599 $ 138,143 See accompanying notes.

August 2026 Form 10-Q, cash-flow statement, dividends and cash repurchases · Filed 07/10/2026

In the period subsequent to August 31, 2026, through October 7, 2026, Cintas purchased 2.5 million shares of Cintas common stock at an average price of $198.99 per share, for a total purchase price of $494.0 million.

August 2026 Form 10-Q, repurchases after August 31 through October 7, 2026 · Filed 07/10/2026

In connection with the Transaction, UniFirst shareholders will receive the merger consideration, which consists of (i) $155.00 in cash and (ii) 0.7720 of validly issued, fully paid and non-assessable shares of Cintas common stock (with, if applicable, cash in lieu of fractional shares), in each case without interest and subject to any required tax withholding, and each applicable holder of such shares of UniFirst stock will cease to have any rights with respect thereto, except the right to receive the applicable merger consideration.

Fiscal 2026 Form 10-K, UniFirst transaction, cash-and-stock consideration · Filed 29/07/2026

The Transaction has not closed as of the date of the filing of this Form 10-Q.

August 2026 Form 10-Q, UniFirst transaction status as of October 7, 2026 filing · Filed 07/10/2026

Rozakis, Mr. Garula and Mr. Denton were awarded 57,944, 10,695, 10,695 and 5,348 shares of restricted stock, respectively, under the Amended 2016 Plan based on fiscal 2026 adjusted diluted EPS (between “Target” and “Maximum”) and fiscal 2026 sales growth achievements (between “Target” and “Maximum”), as outlined under the Annual Cash Incentives section above.

September 15, 2026 proxy, actual restricted-stock awards based on fiscal 2026 achievements · Filed 15/09/2026

Restricted stock for NEOs generally vests three years from the date of grant.

September 15, 2026 proxy, executive restricted-stock vesting · Filed 15/09/2026

(9) Under the Management Incentive Plan, annual incentive calculations for achievement of financial goals are based on actual results, subject to adjustment at the discretion of the Compensation Committee to exclude non-recurring or unusual items that are not operational, such as accounting principle changes or revenue from an acquisition that was not in the business plan.

September 15, 2026 proxy, incentive calculation adjustment discretion · Filed 15/09/2026

Farmer’s equity awards would no longer be based on the achievement of certain corporate performance goals, but rather, would align with the annual retainer of the Board and he would receive an annual equity award in the form of restricted stock, which generally vests three years from the date of the grant.

September 15, 2026 proxy, Executive Chairman non-performance equity structure · Filed 15/09/2026

Tysoe. Our Audit, Compensation and Nominating and Corporate Governance Committees are composed solely of independent directors.

September 15, 2026 proxy, independent committee composition · Filed 15/09/2026

All directors are elected for one-year terms.

September 15, 2026 proxy, annual director terms · Filed 15/09/2026

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.

September 15, 2026 proxy, discretion over director resignation offers · Filed 15/09/2026

Two proposals — eliminating the supermajority voting standard to remove directors for cause and eliminating the supermajority voting standard for shareholder approval of mergers, share exchanges, asset sales and dissolutions — passed at that meeting and have since been implemented.

September 15, 2026 proxy, implemented supermajority voting reforms · Filed 15/09/2026

Under our Restated Articles of Incorporation, business combinations may not be effected with “interested shareholders” — defined generally as a shareholder owning 15% or more of our outstanding voting securities — within five years following the date that such shareholders became interested shareholders, unless approved by the affirmative vote of the holders of outstanding voting securities entitled to exercise two-thirds of the combined voting power and by the affirmative vote of two-thirds of the voting securities beneficially owned by “disinterested shareholders.”

September 15, 2026 proxy, remaining interested-shareholder business-combination restrictions · Filed 15/09/2026

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of May 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated July 29, 2026 expressed an unqualified opinion thereon.

Fiscal 2026 Form 10-K, independent auditor report, internal-control opinion · Filed 29/07/2026

Publication history

Publication history
VersionUpdatedCompetitive advantage
1128/10/2026narrow
1028/10/2026narrow
924/10/2026narrow
823/10/2026narrow
722/10/2026narrow
619/10/2026narrow
519/10/2026narrow
419/10/2026narrow
318/10/2026narrow
218/10/2026narrow

Sources

Research methodology and limitations · What is an economic moat?