UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.
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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):
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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 5.07 | Submission of Matters to a Vote of Security Holders |
The 2024 Annual Meeting of Shareholders (“Annual Meeting”) of the Company was held on August 13, 2024. At the Annual Meeting, the Company’s holders of common stock voted on each of the matters described below. Approximately 28,260,776 shares (representing 94.32% 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 5 nominees to Class 1 Directors to serve a one-year term until the Company’s 2025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. 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 |
24,475,612 | 1,702,816 | 2,082,348 | |||||||||
| Michael T. Broderick |
24,602,769 | 1,575,659 | 2,082,348 | |||||||||
| Lindsay N. Hyde |
24,416,810 | 1,761,618 | 2,082,348 | |||||||||
| Leah C. Johnson |
24,543,903 | 1,634,525 | 2,082,348 | |||||||||
| Thomas B. Okray |
23,036,591 | 3,141,837 | 2,082,348 | |||||||||
2. 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 | |||
| 24,537,107 | 240,397 | 1,400,924 | 2,082,348 |
3. 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 29, 2025. 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 | ||
| 26,720,635 | 148,175 | 1,391,966 |
| Item 8.01 | Voluntary Disclosure of Other Events |
On August 13, 2024, the Board of Directors declared a quarterly cash dividend of $.28 per share for the second quarter of the Company’s 2025 fiscal year, ending March 29, 2025. The dividend is payable on September 10, 2024 to shareholders of record as of August 27, 2024, 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: |
| Exhibit No. |
Description | |
| 99.1 | Press release announcing quarterly cash dividend, dated August 14, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MONRO, INC. | ||||||
| (Registrant) | ||||||
| August 15, 2024 | By: | /s/ Maureen E. Mulholland | ||||
| Maureen E. Mulholland, | ||||||
| Executive Vice President – Chief Legal Officer and Secretary | ||||||