8-K

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): March 12, 2021

MONRO, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (585) 647-6400

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):

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

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.  ☐

On March 12, 2021, the Board of Directors (“Board”) of Monro, Inc. (the “Company”) appointed Michael T. Broderick to serve as the President and Chief Executive Officer of the Company effective as of April 5, 2021. In connection with this appointment, Robert E. Mellor will resign from his position as interim President and Chief Executive Officer of the Company as of April 5, 2021, but will continue to serve as a director and Chairman of the Board .

In connection with his appointment, on March 12, 2021, the Company and Mr. Broderick entered into an employment agreement (the “Agreement”) effective as of April 5, 2021. The Agreement will be in effect until December 31, 2023 (the “Initial Termination Date”) and will automatically renew for one-year terms unless either the Company or Mr. Broderick gives written notice under the Agreement.

Under the Agreement, Mr. Broderick (i) will be paid an annual base salary of $700,000; (ii) will be eligible to earn a bonus, pursuant to the terms of the Company’s bonus plan, of up to 150% of his base salary, upon the achievement of certain corporate objectives during each fiscal year determined by the Compensation Committee of the Board; (iii) will be eligible to receive annual equity incentive awards with a target value of $400,000 in a combination of awards on a basis comparable with other senior executives as determined by the Compensation Committee of the Board; and (iv) will participate in the Company’s other incentive and welfare and benefit plans made available to executives. Under the Agreement, for fiscal year 2022, Mr. Broderick’s annual bonus will be no less than $560,000. Mr. Broderick’s base salary will be reviewed annually by the Compensation Committee of the Board and may be increased to reflect his performance and responsibilities.

In consideration of Mr. Broderick’s execution of the Agreement, the Company will grant Mr. Broderick 40,000 restricted stock units (“RSUs”) on April 5, 2021 pursuant to the Company’s 2007 Stock Incentive Plan. The RSUs will vest in four equal increments upon the following dates or events: (a) April 5, 2022; (b) April 5, 2023; (c) the date that the average closing price of the Company’s common stock equals or exceeds $75 for 30 consecutive trading days, provided this event occurs before the Initial Termination Date; and (d) the date that the average closing price of the Company’s common stock equals or exceeds $85 for 30 consecutive trading days, provided this event occurs before the Initial Termination Date.

In addition, Mr. Broderick is entitled to certain payments upon death, disability, a termination without Cause (as defined in the Agreement), a resignation by Mr. Broderick for Good Reason (as defined in the Agreement), a determination by the Company not to extend the term of the Agreement in accordance with its terms, or a termination in the event of a Change in Control (as defined in the Agreement) of the Company, all as set forth in detail in the Agreement. Pursuant to the Agreement, Mr. Broderick may neither compete with the Company nor solicit Company employees for one year following his termination of employment.

Prior to joining the Company, Mr. Broderick , age 52, served as the Executive Vice President, Merchandising and Store Operations Support for Advance Auto Parts, Inc. from February 2018 to March 2021, following his service as Senior Vice President, Merchandising from March 2017 to February 2018, and Senior Vice President, Professional Sales from January to March 2017. From 2014 to 2016, Mr. Broderick was the Senior Vice President, Automotive with Canadian Tire Corporation, Limited, a family of businesses that includes a retail segment, a financial services division and CT REIT. Prior to joining Canadian Tire, Mr. Broderick was the Chief Executive Officer of the Vehicle Component Solutions Segment at Federal Mogul Corporation from 2012 to 2013. Previously, he served as President-Carquest US of General Parts, Inc. from 2009 to 2012 and Senior Vice President, Sales for the company from 2008 to 2009. Mr. Broderick began his career with AutoZone, Inc., where he served in multiple field and operations roles including serving as Vice President for the company’s Northeast Division from 1999 to 2008.

There are no family relationships between Mr. Broderick and any director or executive officer of the Company, and he does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On March 15, 2021, the Company issued a press release announcing the appointment of Mr. Broderick as President and Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1.

(d) Exhibits

The following exhibits are furnished as part of this Report:

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.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

MONRO, INC. APPOINTS INDUSTRY VETERAN MICHAEL BRODERICK AS PRESIDENT AND CHIEF EXECUTIVE OFFICER

ROCHESTER, N.Y. – March 15, 2021 – Monro, Inc. (Nasdaq: MNRO), a leading provider of automotive undercar repair and tire services, today announced the appointment of Michael Broderick as President and Chief Executive Officer. Mr. Broderick will assume his role effective April 5, 2021, at which time he will also join the Board of Directors. Mr. Broderick brings over 25 years of experience executing profitable growth and business transformation strategies in the aftermarket parts and tire service industry. He most recently served as Executive Vice President of Merchandising and Store Operations Support at Advance Auto Parts where he played a critical role in driving same-store sales growth and operational improvements. Robert Mellor, who has served as Interim Chief Executive Officer since August 2020, will continue in his role as Monro’s Chairman of the Board.

Mellor stated, “Mike is uniquely qualified to lead Monro through the next phase of our transformation as we continue to build a strong, scalable platform for sustainable growth. He has a proven track record of delivering superior performance at large, complex organizations, driving profitable growth through technology-driven strategies, and fostering an inclusive work environment. We are pleased to welcome Mike to Monro and look forward to his leadership, honed by his decades of executive and operational experience in the automotive aftermarket industry.”

“I am thrilled to join this impressive and experienced leadership team, and look forward to building upon the Company’s Monro.Forward strategy to unlock its full potential,” said Broderick. “With strong cash flow and a solid balance sheet, Monro is well positioned to execute its transformational initiatives and capitalize on attractive acquisition opportunities to drive sustainable growth. This is an exciting time to join Monro, which has grown into a leading U.S. automotive service and tire company with coast-to-coast presence and a solid foundation to create long-term value for all stakeholders.”

As Executive Vice President of Merchandising and Store Operations Support at Advance Auto Parts, Mr. Broderick was responsible for improving sales performance across its core channels and increasing profitability by implementing technology-driven strategies to enhance operational efficiency. Additionally, he played a key role in the Diversity and Inclusion efforts focused on promoting women’s leadership in the automotive aftermarket industry. Prior to joining Advance Auto Parts, Mr. Broderick served as Senior Vice President of the Automotive division of Canadian Tire Corporation, where he successfully developed and executed strategies to accelerate the growth of the company’s most profitable business, including driving record financial performance. In this role, he was also responsible for improving customer service standards at 493 dealers, operating 5,800 service bays. Prior to Canadian Tire Corporation, he was CEO of Federal Mogul Corporation, where he orchestrated a successful turnaround strategy to reverse a multi-year decline in performance and developed the company’s global sales and distribution strategy. Previously, Mr. Broderick was a President at General Parts where he played a major role in transforming and optimizing business operations, including driving cost and process improvements. Mr. Broderick began his career at AutoZone, where he served for 16 years in multiple field and operations roles of increasing responsibility, including serving as Vice President for the company’s Northeast division.

About Monro, Inc.

Headquartered in Rochester, New York, Monro is a chain of 1,260 company-operated stores, 96 franchised locations, seven wholesale locations and three retread facilities providing automotive undercar repair and tire sales and services. The Company operates in 32 states, serving the MidAtlantic and New England regions and portions of the Great Lakes, Midwest, Southeast and Western United States. The predecessor to the Company was founded by Charles J. August in 1957 as a Midas Muffler franchise. In 1966, Monro began to diversify into a full line of undercar repair services. The Company has experienced significant growth in recent years through acquisitions and, to a lesser extent, the opening of newly constructed stores. The Company went public in 1991 and trades on The Nasdaq Stock Market under the symbol MNRO.