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

August 1, 2020

Date of Report

(Date of earliest event reported)

MONRO, INC.

(Exact name of registrant as specified in its charter)

New York	0-19357	16-0838627
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)

200 Holleder Parkway, Rochester, New York 14615

(Address of principal executive offices, including Zip Code)

(585) 647-6400

(Registrant’s telephone number, including area code)

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:

☐	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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading<br> <br>Symbol(s)	Name of Each Exchange<br> <br>on Which Registered
Common Stock, par value $.01 per share	MNRO	NASDAQ

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.

Resignation of President, Chief Executive Officer and Director

On August 1, 2020, Brett T. Ponton resigned as President and Chief Executive Officer of Monro, Inc. (the “Company”), effective as of August 19, 2020. In connection therewith, Mr. Ponton also tendered his resignation as a member of the Board of Directors of the Company (the “Board”), effective as of August 5, 2020.

Election of Interim Chief Executive Officer

On August 5, 2020, the Board elected Robert E. Mellor as interim Chief Executive Officer of the Company, effective as of August 19, 2020 until the Board elects a permanent President and Chief Executive Officer of the Company.

Mr. Mellor, 76, has served as Chairman of the Board since June 2017 and as a member of the Board since April 2010. He was Chairman of the board of directors and Chief Executive Officer of Building Materials Holding Corporation, a leading provider of building materials and construction services to professional home builders and contractors, from March 1997 until January 2010, where he had also served as a director since 1991. He was previously of counsel with the law firm of Gibson, Dunn & Crutcher LLP, from 1990 through February 1997. Mr. Mellor also serves as Non-Executive Chairman of the board of directors of Coeur Mining, Inc.

Mr. Mellor has also served as Chair of the Nominating and Corporate Governance Committee of the Board and a member of the Audit, Compensation, and Executive Committees of the Board. While serving as interim Chief Executive Officer, Mr. Mellor will serve as Executive Chairman of the Board and will continue to serve as a member of the Executive Committee. Effective as of August 18, 2020, he will resign from the Nominating and Corporate Governance, Audit, and Compensation Committees.

There are no family relationships between Mr. Mellor 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.

The details of Mr. Mellor’s compensation as interim Chief Executive Officer have not been determined as of the date hereof. The Company will file an amendment to this Form 8-K to report any material plan, contract or arrangement to which Mr. Mellor is a party that is entered into in connection with his appointment as interim Chief Executive Officer.

Election of New Class 1 Director

On August 5, 2020, the Board, upon recommendation of the Nominating and Corporate Governance Committee, elected Leah C. Johnson to the Board as a Class 1 Director, effective immediately, to fill the current vacancy on the Company’s Board. Ms. Johnson will serve until her successor has been elected and qualified at the 2020 Annual Meeting of Shareholders.

Ms. Johnson, 57, brings extensive knowledge and experience in corporate strategy and communications, public affairs and marketing to the Board. She has served as Chief Communications and Marketing Officer of Lincoln Center for the Performing Arts, an internationally renowned performing arts institution, since July 2019. She was previously Chief Executive Officer of LCJ Solutions, LLC, a strategic communications consulting firm that she founded in 2009, until July 2019. Before that, Ms. Johnson served as Senior Vice President, Global Corporate Affairs at Citigroup, Inc. from 1999 to 2008 and Vice President of Corporate Communications at S&P Global Ratings (previously, Standard & Poor’s) from 1997 to 1999. Ms. Johnson serves on the board of directors of Pluralsight, Inc. (Nasdaq: PS). She has been appointed by Mayor Bill de Blasio to the board of trustees of The Trust for Cultural Resources of the City of New York. She is a founding trustee of Pollyanna, Inc. and a trustee of the Museum of the City of New York and a trustee of New York Public Radio. She is a mentor with W.O.M.E.N. In America. Ms. Johnson holds a B.A. from Harvard University.

Ms. Johnson was determined by the Board to be independent within the meaning of the NASDAQ director independence standards. As a non-employee member of the Board, Ms. Johnson is entitled to the director compensation disclosed in the Company’s Proxy Statement filed on July 8, 2020. There are no arrangements or understandings between Ms. Johnson and any other person pursuant to which she was selected to serve on the Board. There are no transactions in which the Company is a party and in which Ms. Johnson has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing the aforementioned leadership changes and the election of the new director 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<br>No.	Description
99.1	Press Release, dated August 6, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.<br> <br>(Registrant)
Dated: August 6, 2020	By:	/s/ Maureen E. Mulholland
		Maureen E. Mulholland,
		Senior Vice President – General Counsel and Secretary

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EX-99.1

Exhibit 99.1

200 Holleder Parkway, Rochester, New York 14615
CONTACT:	Kim Rudd / Tabatha Santiago
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	Executive Assistant
	(585) 784-3324
	Investors and Media: Melanie Dambre / Jamie Baird
	FTI Consulting
	(212) 850-5600

FOR IMMEDIATE RELEASE

MONRO, INC. ANNOUNCES LEADERSHIP TRANSITION

~ Brett Ponton to Step Down as President, CEO and Director ~

~ Robert Mellor to Serve as Interim CEO ~

~ Board of Directors Initiates Search for Successor ~

~ Leah C. Johnson Appointed to Board of Directors ~

ROCHESTER, N.Y. – August 6, 2020 – Monro, Inc. (Nasdaq: MNRO), a leading provider of automotive undercar repair and tire services, today announced that Brett Ponton has resigned as President and Chief Executive Officer of the Company, effective August 19, 2020, in order to pursue another opportunity. Ponton also resigned as a member of the Board of Directors of the Company, effective immediately. Robert Mellor, Chairman of the Monro Board of Directors has been named Interim Chief Executive Officer while the Company engages with a leading executive search firm to identify a successor.

Mellor stated, “On behalf of the Board of Directors, I would like to thank Brett for his leadership and contributions to Monro. We have a strong leadership team in place and a solid foundation to drive a scalable platform for long-term sustainable growth. We are confident that our firm commitment to driving the continued execution of our Monro. Forward strategy combined with our solid balance sheet positions us well to capitalize on long-term growth opportunities.”

www.monro.com

200 Holleder Parkway, Rochester, New York 14615

“I am very proud of the progress Monro has made in its transformational journey and believe our accomplishments have established a strong and durable platform for future growth. It has been a pleasure to work with our incredibly talented and collaborative team and Board. For these reasons and many more, leaving Monro was an incredibly difficult personal decision. Monro is a strong business with an outstanding team and winning strategy, and I am confident the Company will achieve continued success in the years ahead,” stated Brett Ponton.

Mellor has been Chairman of the Board since 2017 and has served on the Board since 2010. From March 1997 until January 2010, Mellor was Chairman of the Board and CEO of Building Materials Holding Corporation, a leading provider of building materials and construction services to professional home builders and contractors, and where he had served as a director since 1991. He also serves as Non-Executive Chairman of the Board of Coeur Mining, Inc.

As Chairman, Mellor has been closely involved with the development and execution of the Company’s Monro.Forward strategy, which focuses on driving operational excellence and delivering a consistent best-in-class customer experience. To further support the ongoing rollout of Monro’s strategic initiatives and to ensure continuity across its business operations during this period of transition, Mellor will partner with senior leadership, including Robert Rajkowski, Chief Operating Officer, Brian D’Ambrosia, Executive Vice President and Chief Financial Officer and Maureen Mulholland, Senior Vice President, General Counsel and Secretary.

Leah C. Johnson Appointed to Monro Board of Directors

The Company also announced today the appointment of Leah C. Johnson to its Board of Directors, effective immediately. Johnson, 57, brings extensive knowledge and deep experience in corporate communications and marketing to the Board. She has served as Chief Communications and Marketing Officer of Lincoln Center for the Performing Arts, an internationally renowned performing arts institution, since July 2019. Previously, she served as Chief Executive Officer of LCJ Solutions, LLC, a strategic communications consulting firm that she founded in 2009, until July 2019. Before that, Ms. Johnson served as Senior Vice President, Global Corporate Affairs at Citigroup, Inc. and Vice President of Corporate Communications at S&P Global Ratings (previously, Standard & Poor’s). Ms. Johnson serves on the board of directors of Pluralsight, Inc. (Nasdaq: PS). She has been appointed by Mayor Bill de Blasio to the board of trustees of The Trust for Cultural Resources of the City of New York. She is a founding

www.monro.com

200 Holleder Parkway, Rochester, New York 14615

trustee of Pollyanna, Inc. and serves as a trustee of the Museum of the City of New York and a trustee of New York Public Radio. She is a mentor with W.O.M.E.N. In America. Ms. Johnson holds a B.A. from Harvard University.

Johnson was appointed to the Company’s Board of Directors as a Class 1 Director to fill the current vacancy on the Board, and will serve until her successor has been elected and qualified at the 2020 Annual Meeting of Shareholders. Johnson was determined by the Company’s Board of Directors to be independent within the meaning of the independent director standards of the Nasdaq Stock Market, Inc.

Mellor added, “We are pleased to have Leah join our Board of Directors and are confident that her recognized expertise in strategic communications and marketing will add tremendous value to the Company as we continue to execute our Monro.Forward strategy. Leah’s background undoubtedly strengthens our Board and reinforces our commitment to driving a diverse organization, as we leverage her wealth of experience in assisting other companies and organizations with diversity and inclusion initiatives.”

About Monro, Inc.

Headquartered in Rochester, New York, Monro is a chain of 1,244 Company-operated stores, 97 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.

www.monro.com