MNRO shareholders approve incentive-plan increase; PwC ratified

Rhea-AI Filing Summary

Monro, Inc. disclosed a severance letter agreement for Senior Vice President—Operations Nicholas Hawryschuk and reported results of its 2025 Annual Meeting. The agreement provides specified payments and equity treatment if Mr. Hawryschuk is terminated without Cause or resigns for Good Reason, including: base salary through termination, one year of base salary (or two years if within two years of a change in control), a pro rata bonus, immediate vesting of time-vesting equity exercisable for 90 days, and pro rata treatment of performance-vesting awards based on achievement.

At the Annual Meeting, approximately 26,795,000 shares (89%) were represented. Shareholders re-elected all director nominees, approved an amendment to increase shares under the 2007 Stock Incentive Plan, approved advisory compensation (say-on-pay), and ratified PricewaterhouseCoopers as auditor. The Board declared a quarterly cash dividend of $0.28 per share, payable September 9, 2025 to holders of record as of August 26, 2025.

Positive

• Quarterly cash dividend of $0.28 per share declared, payable September 9, 2025 (record date August 26, 2025).
• Shareholders approved an amendment to increase shares available under the 2007 Stock Incentive Plan (21,079,991 for).
• Advisory approval of named executive officer compensation passed (22,403,043 for), indicating shareholder support for pay practices.
• Re-election of all director nominees and ratification of PricewaterhouseCoopers as auditor were approved by shareholders.

Negative

• Material withheld votes for certain director nominees (e.g., 5,165,988 withheld for one nominee), indicating investor dissent on governance or compensation issues.

Insights

Financial Analyst

TL;DR Dividend declared and severance protections confirmed; shareholder votes largely supportive.

The Board's $0.28 quarterly dividend is a concrete cash return to shareholders and is payable September 9, 2025 with an August 26 record date, providing near-term cash flow to holders. The letter agreement for SVP Nicholas Hawryschuk formalizes severance and equity vesting terms: accrued salary, one year of base salary (or two years after a change in control), pro rata bonus, immediate vesting of time-vesting awards exercisable for 90 days, and pro rata performance-vesting awards. These terms are clearly laid out and may affect future compensation expense when triggered.

Corporate Governance Expert

TL;DR Shareholders supported governance proposals, but notable withheld votes signal some investor dissent.

Approximately 26.8 million shares (89%) attended the Annual Meeting. All director nominees were re-elected, though some nominees received several million withheld votes (for example, one nominee had 5,165,988 votes withheld), indicating pockets of shareholder concern. The amendment to the 2007 Stock Incentive Plan was approved (21,079,991 for; 1,879,777 against; 1,896,674 abstentions). Advisory approval of executive compensation passed decisively (22,403,043 for). PwC was ratified as auditor (23,947,981 for). These outcomes reflect broad support for management proposals while reflecting limited dissent on governance matters.

8-K Event Classification

4 items: 5.02, 5.07, 8.01, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 12, 2025

MONRO, INC.

(Exact name of registrant as specified in its charter)

New York		0-19357		16-0838627
(State of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

295 Woodcliff Drive, Suite 202, Fairport, New York				14450
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code (800) 297-9886

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.01 per share		MNRO		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 12, 2025, Monro, Inc. (the “Company”) and Nicholas Hawryschuk, the Company’s Senior Vice President – Operations, entered into a letter agreement (the “Agreement”) pursuant to which Mr. Hawryschuk is entitled to certain payments upon termination or a change in control of the Company. A copy of the Agreement is attached to this Current Report as Exhibit 10.68 and incorporated herein by reference.

Under the Agreement, if Mr. Hawryschuk is terminated without Cause or resigns for Good Reason (both as defined in the Agreement) and signs a general release in favor of the Company, he is entitled to (1) base salary earned through the date of termination; (2) one year’s annual base salary; (3) pro rata bonus based on the number of days he was employed during the applicable fiscal year; (4) the immediate vesting of time-vesting equity awards, exercisable for 90 days after the separation date; and (5) the pro rata portion of performance-vesting equity awards based on the performance period and achievement of applicable performance goals. Mr. Hawryschuk will be entitled to the same compensation if he is terminated or resigns for Good Reason within two years of a Change in Control (as defined in the Agreement), except that he will be entitled to two years of base salary payable after the separation date instead of one year.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2025 Annual Meeting of Shareholders (“Annual Meeting”) of the Company was held on August 12, 2025. At the Annual Meeting, the Company’s holders of common stock voted on each of the matters described below. Approximately 26,795,000 shares (representing 89% of total shares of common stock outstanding and entitled to vote) were present at the Annual Meeting either in person or by proxy.

1. The Company’s shareholders re-elected the following nominees to serve until their successors have been duly elected and qualified at the Company’s 2026 Annual Meeting of Shareholders. The number of shares of common stock that (i) voted for the election of each director and (ii) withheld authority to vote for each director, as well as the number of broker non-votes, are set forth in the table below.

Nominee		Votes For				Votes Withheld				Broker Non-Votes
John L. Auerbach			20,098,440				4,758,002				1,938,605
Lindsay N. Hyde			20,564,047				4,292,395				1,938,605
Leah C. Johnson			20,734,348				4,122,094				1,938,605
Stephen C. McCluski			19,690,454				5,165,988				1,938,605
Robert E. Mellor			20,139,929				4,716,513				1,938,605
Thomas B. Okray			21,006,842				3,849,600				1,938,605
Peter J. Solomon			20,398,979				4,457,463				1,938,605
Hope B. Woodhouse			22,213,887				2,642,555				1,938,605

2. The Company’s shareholders voted to approve an amendment to the Company’s Amended and Restated 2007 Stock Incentive Plan to increase the number of shares available for issuance. The number of shares of common stock that voted for or against, or that abstained from voting on, the plan amendment, as well as the number of broker non-votes, are set forth in the table below.

Votes For		Votes Against		Abstentions		Broker Non-Votes
21,079,991		1,879,777		1,896,674		1,938,605

3. The Company’s shareholders voted to approve, on an advisory basis, the compensation paid to the Company’s named executive officers. The number of shares of common stock that voted for or against, or that abstained from voting on, the compensation paid to the Company’s named executive officers, as well as the number of broker non-votes, are set forth in the table below.

Votes For		Votes Against		Abstentions		Broker Non-Votes
22,403,043		478,980		1,974,419		1,938,605

4. The Company’s shareholders ratified the re-appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2026. The number of shares of common stock that voted for or against, or that abstained from voting for, the ratification of the re-appointment of PricewaterhouseCoopers, LLP are summarized in the table below.

Votes For		Votes Against		Abstentions
23,947,981		963,533		1,883,533

Item 8.01 Other Events.

On August 12, 2025, the Board of Directors declared a quarterly cash dividend of $.28 per share for the second quarter of the Company’s 2026 fiscal year, ending March 28, 2026. The dividend is payable on September 9, 2025 to shareholders of record as of August 26, 2025, including shares of common stock to which the holders of the Company’s Class C Convertible Preferred Stock are entitled. A copy of the press release announcing the quarterly cash dividend is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished as part of this Report:

Exhibit Number		Description
10.68		Letter agreement regarding severance benefits, effective August 12, 2025 between the Company and Nicholas Hawryschuk
99.1		Press release announcing quarterly cash dividend, dated August 13, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				MONRO, INC.
				(Registrant)
August 13, 2025				By:		/s/ Maureen E. Mulholland
						Maureen E. Mulholland
						Executive Vice President – Chief Legal Officer and Secretary

FAQ

What severance protections did Monro (MNRO) grant to SVP Nicholas Hawryschuk?

The letter agreement provides base salary through termination, one year of base salary (or two years if within two years of a Change in Control), a pro rata bonus, immediate vesting of time-vesting equity exercisable for 90 days, and pro rata performance-vesting awards based on achievement.

How much is Monro's (MNRO) declared quarterly dividend?

The Board declared a $0.28 per share quarterly cash dividend, payable on September 9, 2025 to shareholders of record as of August 26, 2025.

What were the shareholder vote results on the stock incentive plan amendment?

The amendment to increase shares under the Amended and Restated 2007 Stock Incentive Plan was approved with 21,079,991 votes for, 1,879,777 against, and 1,896,674 abstentions.

Did shareholders approve executive compensation (say-on-pay) for MNRO?

Yes. The advisory vote on executive compensation passed with 22,403,043 votes for, 478,980 against, and 1,974,419 abstentions.

Was Monro's auditor reappointed?

Yes. Shareholders ratified the re-appointment of PricewaterhouseCoopers, LLP with 23,947,981 votes for, 963,533 against, and 1,883,533 abstentions.