MONRO, INC. : Submission of Matters to Securityholder Vote, Disclosure of FD Rules, Financial Statements and Exhibits (Form 8-K)


Section 5.07 Submission of Matters to a Vote of Securityholders

The 2022 Annual Meeting of Shareholders (“Annual Meeting”) of the Company was held on August 16, 2022. At the Annual Meeting, the common shareholders of the Company voted on each of the matters described below. Approximately 30,923,406 shares (representing 93.57% of the total number of common shares outstanding and entitled to vote) were present at the annual meeting, either in person or by proxy.

1. The shareholders of the Company have re-elected the following three directors as Class 1 directors for a term of two years until the 2024 annual meeting of shareholders of the Company and until their successors have been duly elected and qualified. The number of common shares which (i) voted for the election of each director and (ii) retained the voting power for each director, as well as the number of non-voting brokers, are shown in the table below. -below.

                                           Votes           Broker
Nominee                 Votes For         Withheld       Non-Votes
John L. Auerbach         15,741,656       14,449,862        731,888
Michael T. Broderick     20,539,740        9,651,778        731,888
Leah C. Johnson          16,773,194       13,418,324        731,888

The following two directors did not obtain a majority of the votes for their re-election as Class 1 directors. The Company anticipates that these directors will continue to serve until the Company’s 2023 annual meeting of shareholders. The number of common shares which (i) voted for the election of each director and (ii) retained the voting power for each director, as well as the number of non-voting brokers, are shown in the table below. -below.

                                      Votes           Broker
Nominee            Votes For         Withheld       Non-Votes
Donald Glickman     13,471,000       16,720,518        731,888
Lindsay N. Hyde      8,429,554       21,761,964        731,888

2. The shareholders of the Corporation voted to approve, on an advisory basis, the compensation paid to the Named Executive Officers of the Corporation. The number of common shares that voted for or against, or who abstained from voting, on the compensation paid to the named executive officers of the Company, as well as the number of non-voting brokers, are indicated in the table below.

Votes for Votes against Abstentions Broker No votes 29,347,024 822,318 22,176,731,888

3. The shareholders of the Company have ratified the renewal of the mandate of
PricewaterhouseCoopers, LLP as the registered independent public accounting firm of the Company for the year ending March 25, 2023. The number of common shares that voted for or against, or abstained from voting for, the ratification of the renewal of the mandate of PricewaterhouseCoopers, LLP are summarized in the table below.

Votes For    Votes Against   Abstentions
28,841,208     2,063,099       19,099


Section 7.01 Disclosure of FD Regulations

On August 22, 2022, the company issued a press release announcing the results of the shareholder vote and the company’s board of directors’ commitment to continue to work diligently to analyze options for implementing a recapitalization plan that would include that all outstanding shares of Monro have one vote per share and for the elimination of the right of veto of one class of shares over another. A copy of the press release is provided as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01 Financial statements and supporting documents



  (d) Exhibits:



Exhibit
  No.       Description

99.1          Press release dated August 22, 2022.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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