Monro, Inc. Files DEF 14A for FY2024

Ticker: MNRO · Form: DEF 14A · Filed: Jul 3, 2024 · CIK: 876427

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

Related Tickers: MNRO

TL;DR

Monro's 14A is in, exec comp details out. Vote wisely.

AI Summary

Monro, Inc. filed its DEF 14A on July 3, 2024, for the fiscal year ending March 30, 2024. The filing details executive compensation and other corporate governance matters. Key financial data from previous fiscal years, including March 26, 2023, March 27, 2022, and March 28, 2021, are referenced.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and corporate governance, enabling informed voting decisions at the upcoming annual meeting.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) detailing executive compensation and corporate governance, not indicating new or unusual risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes on important corporate matters, such as the election of directors and executive compensation.

When was Monro, Inc.'s most recent fiscal year end?

Monro, Inc.'s most recent fiscal year ended on March 30, 2024.

What is the filing date of this DEF 14A?

This DEF 14A filing was made on July 3, 2024.

What is the Standard Industrial Classification (SIC) code for Monro, Inc.?

Monro, Inc.'s SIC code is 7500, which falls under SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING.

What was the previous company name for Monro, Inc.?

The former company name for Monro, Inc. was MONRO MUFFLER BRAKE INC, with a date of name change on March 28, 1993.

Filing Stats: 4,660 words · 19 min read · ~16 pages · Grade level 15.4 · Accepted 2024-07-03 08:01:42

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation Clawback Policy Yes Director Overboarding No Strategy and Risk Oversight by Board and Committees Yes Four New (Three Independent) Directors since 2020 Yes ESG Reporting Yes i Table of Contents Our commitment to sound corporate governance practices has been illustrated through a number of actions taken this past year, including: Sought and received stockholder approval to declassify the Board of Directors, with annual elections of all directors beginning in Fiscal 2025; Reached an agreement (the "Reclassification Agreement") to mandatorily convert the Class C Preferred Stock into common stock and sunset the Class C Preferred Stock, which is expected to occur by the date of the annual meeting in 2026; Added an independent director to the Board of Directors with significant financial and operational expertise in the auto industry and broader industrials segment; Adopted an Amended and Restated Clawback Policy in accordance with Nasdaq listing standards, which includes the potential to recoup compensation for detrimental conduct of executive officers; Compensation Committee retained Exequity, LLP as its independent compensation advisor; Issued fourth annual ESG Report for Fiscal 2024; and Continued to strengthen Board oversight of Environmental, Social and Governance (ESG) matters, through standing ESG reports by management at every regularly scheduled Board meeting and periodic educational presentations by third parties. Director Nominees You are being asked to vote to elect the following five director nominees to Class 1 of our Board of Directors. Detailed information about each of these nominees begins on page 7 of the Proxy Statement. Name Age Director Since Independent Occupation John L. Auerbach 46 2017 Yes Chief Executive Officer at Joopiter LLC Michael T. Broderick 56 2021 No President and Chief Executive Officer of Monro, Inc. Lindsay N. Hyde 42 2017 Yes Entrepren

Executive Compensation Overview

Executive Compensation Overview What We Do What We Don't Do Pay for Performance – majority of compensation "at risk" Permit Short Sales by Directors, Officers or Employees Reasonable Post-Employment and Change in Control Provisions Allow Hedging or Pledging of Company Stock Stock Ownership Guidelines Offer Change in Control Tax Gross-Ups Utilize Independent Compensation Advisor Permit Repricing of Underwater Options without Shareholder Approval Clawback Policy Offer Unreasonable Perquisites Annual shareholder "say on pay" vote No single trigger cash severance based solely upon a change-in-control of the Company Executive benchmarking Modest perquisites iii Table of Contents TABLE OF CONTENTS N OTICE OF A NNUAL M EETING OF S HAREHOLDERS P ROXY S TATEMENT S UMMARY i G ENERAL I NFORMATION A BOUT THE M EETING AND V OTING 1 P ROPOSAL N O . 1 — E LECTION OF C LASS 1 D IRECTORS 6 Class 1 Nominee Information 7 Class 2 Director Information 9 C ORPORATE G OVERNANCE P RACTICES AND P OLICIES 11 Environmental, Social and Governance (ESG) 11 Fiscal 2024 Highlights 11 Code of Ethics 11 Board Matters 12 Board of Directors' Role in Risk Oversight 15 Certain Relationships and Related Party Transactions 16 Nominating Process 16 Communications with Directors 17 Director Compensation 17 O UR E XECUTIVE O FFICERS 19 P ROPOSAL N O . 2 — A DVISORY V OTE TO A PPROVE E XECUTIVE C OMPENSATION 20 2024 Advisory Vote on Executive Compensation 20 E XECUTIVE C OMPENSATION 21 Compensation Discussion and Analysis 21

Executive Compensation Tables

Executive Compensation Tables 31 Compensation Committee Interlocks and Insider Participation 45 Compensation Committee Report 46 S ECURITY O WNERSHIP OF C ERTAIN B ENEFICIAL O WNERS AND M ANAGEMENT 47 D ELINQUENT S ECTION 16(A) R EPORTS 48 P ROPOSAL N O . 3 — R ATIFICATION OF A PPOINTMENT OF I NDEPENDENT R EGISTERED P UBLIC A CCOUNTING F IRM 49 Matters Relating to the Independent Registered Public Accounting Firm 49 Audit Committee Report 50 O THER I MPORTANT I NFORMATION 51 Shareholder Proposals for the 2025 Annual Meeting 51 Notice Regarding Delivery of Shareholder Documents 51 Notice Pursuant to Section 726(d) of the New York Business Corporation Law 51 Additional Information 52 iv Table of Contents GENERAL INFORMATION ABOUT THE MEETING AND VOTING The Monro, Inc. Board of Directors (the "Board" or the "Board of Directors") is using this Proxy Statement to solicit proxies from the holders of its common stock for use at the Monro, Inc. 2024 annual meeting of shareholders and any adjournment or postponement thereof (the "Annual Meeting" or the "meeting"). The Notice of Internet Availability of Proxy Materials (the "Notice"), which provides instructions on how to view our proxy materials for the Annual Meeting over the Internet, how to vote and how to request a printed copy of the proxy materials and the Proxy Card are first being mailed to our shareholders on or about July 3, 2024. In this Proxy Statement, we may also refer to Monro, Inc. and its subsidiaries as "Monro," the "Company," "we," "our" or "us." Meeting Time and Applicable Dates This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Monro, Inc., a New York corporation, of the proxy to be voted at the Annual Meeting to be held on Tuesday, August 13, 2024, at 10:00 A.M. (Eastern Daylight Time) , and at any adjournment or postponement thereof. The close of business on Monday, June 24, 2024 has been fixed

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