[DEFA14A] Monro, Inc. Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Monro, Inc. (MNRO) has distributed Definitive Additional Proxy Materials for its 2025 Annual Meeting scheduled for August 12, 2025. Shareholders of record may vote online, by phone, by mail, or in-person, with Internet voting deadlines of August 11, 2025 11:59 p.m. ET (or August 7, 2025 for plan shares). The notice provides instructions for accessing the full proxy statement and 2025 Annual Report, or requesting paper/email copies by July 29, 2025.

The Board recommends voting “FOR” all management proposals:

• Item 1 – Election of eight directors (John L. Auerbach, Lindsay N. Hyde, Leah C. Johnson, Stephen C. McCluski, Robert E. Mellor, Thomas B. Okray, Peter J. Solomon, Hope B. Woodhouse) to serve until the 2026 annual meeting.
• Item 2 – Amendment to the 2007 Stock Incentive Plan to increase the number of shares available for issuance.
• Item 3 – Advisory “say-on-pay” vote on compensation of named executive officers.
• Item 4 – Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending March 28, 2026.
• Item 5 – Other business that may properly come before the meeting.

No financial performance data or transactional information is included in this DEFA14A; it serves solely as a voting notice and summary of agenda items.

Insights

Corporate Governance Expert

TL;DR: Routine proxy items; no material governance changes or financial disclosures.

The filing is limited to a notice of the 2025 Annual Meeting. All proposals are standard: director elections, incentive-plan share increase, advisory say-on-pay, and auditor ratification. The board’s unanimous support suggests no contested items or activist pressure. Increasing shares under the stock plan could introduce modest dilution, but the actual share count is undisclosed here. Overall, the document is procedural and carries neutral investment impact.

Portfolio Manager

TL;DR: Procedural proxy; nothing alters MNRO valuation in the near term.

Because the notice lacks financial metrics or strategic updates, portfolio positioning remains unaffected. The added share authorization for equity compensation is typical for mid-cap issuers and unlikely to signal aggressive equity issuance. Auditor continuity with PwC also indicates stability. Unless the forthcoming full proxy reveals unusual compensation practices or large share allocation, this filing alone does not change risk/return assumptions.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☒		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

Monro, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check all boxes that apply)

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Your Vote Counts!

MONRO, INC.

2025 Annual Meeting

Vote by August 11, 2025 11:59 PM ET. For shares held in a

Plan, vote by August 7, 2025 11:59 PM ET.

 MONRO, INC.

 ATTN: BRIAN D’AMBROSIA

 295 WOODCLIFF DRIVE, SUITE 202

 FAIRPORT, NY 14450

       V76146-P35212

You invested in MONRO, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on August 12, 2025.

Get informed before you vote

View the Notice, Proxy Statement and the 2025 Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to July 29, 2025. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

* Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on
the reverse side to vote these important matters.

Voting Items						Board  Recommends
1.		Elect eight directors to the Board of Directors to serve until their successors are duly elected and qualified at the 2026 annual meeting of shareholders;
		Nominees:
		01)  John L. Auerbach		05)  Robert E. Mellor		For
		02)  Lindsay N. Hyde		06)  Thomas B. Okray
		03)  Leah C. Johnson		07)  Peter J. Solomon
		04)  Stephen C. McCluski		08)  Hope B. Woodhouse
2.		Approve an amendment to the Company’s Amended and Restated 2007 Stock Incentive Plan to increase the number of shares available for issuance;				For
3.		Approve, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers;				For
4.		Ratify the re-appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 28, 2026; and				For
5.		Consider such other business as may properly be brought before the meeting or any adjournment or postponement thereof.
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V76147-P35212