An institutional shareholder at Cintas Corp. will make a motion at the company’s annual meeting later this month seeking to have an independent chairman appointed to its board of directors to improve oversight and increase company performance.
Representatives for the North Carolina Retirement Systems (NCRS), which represents the pension investments of retired North Carolina state employees, said objective oversight is needed at Cintas to represent shareholders and “reverse a five-year trend of underperformance.”
At the company’s annual meeting on Oct. 14th, the pension fund will also support a proposal seeking an advisory shareholder vote on executive pay and will oppose appointing nominee David Phillips to the firm’s board of directors.
The various proposals are supported by Risk Metrics/ISS Governance Services and Glass Lewis, which offer proxy services to institutional shareholders.
Although Cintas is the largest uniform rental company in North America, its stock has underperformed the S&P 500 and its peers for the past five years, according to pension fund representatives. Cintas’s share price is down 18 percent during that period, while shares of its largest publicly-traded competitors are up 83 percent and 4 percent respectively.
Also, Cintas has lost market share in recent years, a trend that accelerated in 2008.
“These proposals offer an opportunity to make real change at a company that is underperforming and failing to address the concerns of shareholders,” said State Treasurer Richard Moore, who manages NCRS, in a prepared statement. “I encourage other institutional investors and shareholders to vote for these proposals and for improved governance at Cintas.”
Some shareholders contend that current Board Chairman Richard T. Farmer and his son, Cintas CEO Scott Farmer, have stacked the 11-member board of directors with friends and close associates that too closely follow the Farmer family’s directives. Cintas began as a private company started by Richard Farmer’s grandfather in 1929, before it was taken public in 1983.
Another institutional shareholder, CtW Investment Group, first proposed blocking Phillips’ appointment to the board due to what it described as an undisclosed conflict of interest and weak leadership in his role as the company’s Nominating and Corporate Governance Committee chairman.
“As lead director and chairman of the Nominating and Corporate Governance Committee, Mr. Phillips bears responsibility for many of the company’s questionable governance practices, which include … inadequate response to legitimate governance concerns,” Michael Garland, a CtW executive, wrote in an Oct. 1 letter to other shareholders.
The letter continues, “As discussed above, nominee Phillips serves as trustee of Cincinnati Works, which received over $200,000 in charitable contributions from foundations controlled by insiders and affiliates of the Company. We question the need for the Company to engage in such significant charitable contributions with one of its directors, especially considering the amount of such contributions as a percentage of Cincinnati Works’ annual revenue.”
In July, yet another institutional shareholder — the Manville Personal Injury Settlement Trust — filed a lawsuit alleging the firm’s board of directors isn’t fulfilling its fiduciary duties and fosters a corporate culture that ignores safety regulations.
At least 10 Cintas facilities nationwide have been cited for safety violations by the U.S. Occupational Safety and Health Administration (OSHA) in just over the past year.
OSHA imposed a $2.78 million fine against Cintas last year for violations that led to the death of Eleazar Torres-Gomez at the company’s laundry facility near Tulsa, Okla., in March 2007. Gomez died after he jumped onto a conveyor belt to dislodge clothes and was dragged into an industrial dryer, where he burned to death.
Federal and state inspectors have issued citations against Cintas facilities in Alabama, Arkansas, California, Illinois, Indiana, Ohio, Texas and Washington.
Since 2003 Cintas has been cited for more than 170 OSHA violations in its facilities, including more than 70 citations that OSHA deemed could cause “death or serious physical harm.”
Cintas representatives say the company has adequate safety procedures and blame the accidents on workers who don't follow their training on how to handle machinery.
Based in Mason, Ohio, Cintas is the largest uniform supplier in the United States. Cintas reported $531 million in profits for the 2008 fiscal year, which ended in May.— Kevin Osborne
A prominent local anti-gay, right wing group sent a mass e-mail to supporters today seeking money to avoid a $150,000 deficit next year, which is close to what the group's president makes in salary.
The e-mail distributed by Sharonville-based Citizens for Community Values (CCV) states it's ready to “jump into 2011 with both feet!”
Despite problems with staff and records, a report is calling changes to Ohio’s youth prisons system a model for the nation. The report from a court-appointed monitor praised the Ohio Department of Youth Services for reducing the number of offenders in secure confinement and spreading services for youthful offenders around the state. However, the report also points out staff shortages, inadequate teachers and inconsistent medical records. Advocates for youthful offenders claim the bad findings show a need for continued court supervision.
There’s a new sheriff in town, and the old one is becoming a visiting judge. Simon Leis, who served as sheriff for 25 years, is best known for going after an allegedly obscene Robert Mapplethorpe exhibit and prosecuting pornographer Larry Flynt. As visiting judge, he will take on cases other judges are assigned but can’t get to due to full dockets.
An appeals court is allowing City Gospel Mission to move to Queensgate. The special assistance shelter wants to move from its current Over-the-Rhine property to Dalton Avenue, but businesses and property owners at Queensgate oppose the relocation. In its opinion, the Ohio First District Court of Appeals said opponents to the relocation “have not raised any genuine issues of material fact in support of their constitutional attack upon the notwithstanding ordinance in their capacity as neighboring businesses and property owners.”
Butler County nonprofit services are worried that a greater need for their services in 2013 will force more budget tightening.
U.S. retailers did not have a good Christmas. Holiday sales were at the lowest they’ve been since 2008. The disappointing sales have forced retailers to offer big discounts in hopes of selling excess inventory.
Former president George H.W. Bush is in intensive care “following a series of setbacks including a persistent fever,” according to his spokesperson.
The Food and Drug Administration says FrankenFish, a giant, genetically modified salmon, is environmentally safe.
Fun fact: More Iranians worry about global warming than Americans.
Colleges are now helping students scrub their online footprints.
Antifreeze now tastes bitter to deter animals and children from eating it.
Scientists have developed a highly advanced robot boy capable of doing chores. Keep its face in mind, for you could be looking at the first of our future robot overlords.
City Council could use leftover revenue from the previous budget cycle and money from the parking lease to fund a disparity study that would gauge whether minority- and women-owned businesses should be favorably targeted by the city’s contracting policies.
“Once we conclude the parking lease agreement and see the results of the close-out of the last budget year, I believe there may be a majority (of Council) that would support funding a Croson study,” Vice Mayor Roxanne Qualls told CityBeat.
The disparity study — named a “Croson study” after a U.S. Supreme Court case — could cost between $500,000 and $1 million, according to city officials.
Qualls expects to see the final revenue numbers from the previous budget cycle sometime this week. The numbers are expected to come in higher than projected, which would give Council some leftover money to allocate for newer priorities, including a disparity study and human services funding.
Another potential funding source: the city’s parking lease agreement with the Greater Cincinnati Port Authority, which will take over Cincinnati’s parking meters, lots and garages and manage them through various private companies from around the nation.
The announcement comes shortly after minority inclusion
became a major issue in the 2013 mayoral race between Qualls, John
Cranley, Jim Berns and Sandra “Queen” Noble.
Cranley announced his minority inclusion plan, which includes a disparity study, on July 12.
Because of a 1989 Supreme Court ruling, city governments are unable to enact programs that favorably target minorities or women without first doing a disparity study that proves those groups are underrepresented.
The city’s last disparity study was done between 1999 and 2002. It found evidence of disparities but ultimately recommended race- and gender-neutral policies to avoid legal uncertainty that surrounded the issue at the time.
But since the city did away with its affirmative-action contracting policies in 1999, contract participation rates for minority-owned businesses dropped from a high of 22.4 percent in 1997 to a low of 2.7 percent in 2007. Participation among women-owned businesses remained relatively stable, hitting a high of 6 percent in 2005 and otherwise fluctuating between 0.9 percent and 3.8 percent from year to year.
Rochelle Thompson, head of the city’s Office of Contract Compliance, points out that classifying as a minority- or women-owned business is now voluntary, whereas it was mandated through the city’s policies in the 1990s. That, she argues, might be understating how many contracted businesses are truly minority- or women-owned.
Still, business leaders are calling on the city to do more. They claim minority-owned businesses are more likely to hire minorities, which could alleviate an unemployment rate that’s twice as high for them as it is for white Cincinnatians.
Qualls says City Council hasn’t pursued a disparity study until now because it was waiting for the full implementation of recommendations from OPEN Cincinnati, a task force established in 2009 after Mayor Mark Mallory and his administration were criticized for neglecting the city’s small business program. The resulting policies forced the city administration to be more transparent and accountable for the program’s established goals.
Thompson claims OPEN Cincinnati’s changes “breathed life” into the small business program, but none of the changes specifically targeted minority- and women-owned businesses. Instead, the program broadly favors and promotes small businesses, which Thompson calls the drivers of job and economic growth.
A City Council committee wants Cincinnati’s leadership to investigate whether workers in a Clifton Heights development project are being paid what they’re supposed to.
The Strategic Growth Committee on Wednesday passed a motion asking the city administration to report back on wage payments to workers on the U Square development. The project includes a parking garage as well as residential and commercial units.
Under Ohio law, workers on projects funded by cities must be paid a prevailing wage, which is equivalent to the wage earned by a union worker on a similar project.
The city only has money invested in the garage, and the state of Ohio recently ruled that workers on other parts don’t have to be paid prevailing wage.
Council members Wendell Young, Cecil Thomas and Laure Quinlivan produced a video in which they interviewed carpenters who said they were being paid less than the prevailing wage.
At issue is a letter from developer Towne Properties that says the company will pay all workers prevailing wage anyway. Arn Bortz with Towne Properties said his company cuts a check to subcontractors respecting that agreement, so if workers aren’t being paid the proper amount it’s their fault.
City Solicitor John Curp told members of the Strategic Growth Committee that under city and state law, the subcontractors are not required to pay workers a prevailing wage on parts of the project that are not getting public funding. He said the letter from the developer does not hold the weight as a legal contract.
Young, Thomas, Quinlivan and Councilman P.G. Sittenfeld all expressed the need to overhaul the way the city enters into development contracts to better protect workers.
However, City Manager Milton Dohoney hinted that overzealous requirements for high wages could chase off some development projects.
He said that a project like U Square is tied to the Clifton location because of its proximity to the University of Cincinnati, but the city can’t be too restrictive when it comes to businesses that could expand elsewhere.
Dohoney said the city also doesn’t currently have the manpower to do the kind of aggressive enforcement that the council members were asking for.
Councilman Young countered that he would like to see the city be as aggressive with enforcement as they are with making economic development deals.
“We want to change the rules of the game to make sure everyone is treated equal,” Young said.
Politics is often a game of strategy, and an area anti-tax group is well-known for taking the offensive on most issues it advocates. A recent dispute over a referendum on a payday loan law, however, has the group facing stinging criticism for getting its facts wrong and overstating its own influence.
For once, executives at The Enquirer probably are happy to have the newspaper deemed average.
Jim Hopkins, who operates The Gannett Blog, recently tallied the circulation losses during the last five years at the media giant's 10 largest newspapers. Hopkins compiled the data from Gannett's annual reports to shareholders.