SUPPLEMENT TO
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on August 16, 2022
On August 5, Monro Inc. (the
Company) issued a letter to shareholders following recent shareholder engagement by the Company and its independent directors. This letter provides updated information with respect to the Annual Meeting of Shareholders of the Company, to
be held on August 16, 2022 (the Annual Meeting).
Dear Fellow Shareholders,
Thank you for the opportunity to discuss issues that are top of mind for you as you evaluate how to vote at Monros upcoming Annual Meeting on August 16th. We appreciate the opportunity for dialogue related to Monros strategy, governance, and our path ahead to create shareholder value.
Based on shareholder feedback we have received to date, the Board wanted to clarify details with respect to the Boards response to the 2021 shareholder
proposal. As you know, this proposal requested that the Board take practicable steps in its control to initiate and adopt a recapitalization plan for all of Monros outstanding stock to have one vote per share and eliminate any veto power held
by one class of stock over another.
Over the past twelve months, the Board has worked diligently, in partnership with our advisors, to explore the
options available to us. As noted in the Proxy Statement, the Board does not have the unilateral right to effect a recapitalization without the consent of the Class C holders. However, the current Board members have engaged, and will continue
to engage, in an ongoing dialogue with shareholders, including the Class C holders, to evaluate and weigh the costs and benefits of recapitalization. The Board has considered the financial, legal, and other risks associated with a
recapitalization, evaluated the Companys growth strategy, and sought to take steps designed to enhance shareholder value for the long-term.
We take
our fiduciary duties very seriously. Our Board is focused on overseeing managements execution of the strategy that has been set forth. We believe, at this time, that is the best way to maximize long-term shareholder value. The Board will
continue to evaluate options and is committed to continuing to act in the best interests of Monro and all of our shareholders, with a focus on making decisions to maximize long-term shareholder value.
Given this commitment, we ask for your support of the Board slate at our upcoming meeting. We believe that it is in shareholders best interests to vote
to reelect Monros directors. Looking ahead, as we continue to execute on our strategy, Monro is well positioned to deliver value creation through reinvestment in our teammates, productivity improvements, and careful expense management as
fiscal 2023 progresses.