Monro Announces Majority of Director Slate Received Majority of Votes Cast at Annual Meeting
August 22 2022 - 4:30PM
Business Wire
Shareholders Approve all Other Proposals
Submitted for a Vote
Board Continuing Active Dialogue with
Shareholders, Including Class C Holders, to Explore
Recapitalization Options
Initiates Efforts to Expand Board to Add
Candidates that Complement Skills and Experience Currently
Represented
Monro, Inc. (Nasdaq: MNRO) (Monro or the “Company”), a leading
provider of automotive undercar repair and tire services, today
announced that, at its 2022 Annual Meeting of Shareholders (the
“Annual Meeting”), a majority of Monro’s director slate received a
majority of the votes cast. Two Monro directors received less than
a majority of the votes cast. Shareholders also approved all of the
Company’s other proposals submitted for a vote at the Annual
Meeting.
The Company expects that those directors who received a majority
vote will serve through their two-year term. After careful
consideration, the Board has determined that those who received
less than a majority will continue to serve until the 2023 Annual
Meeting of Shareholders.
Monro issued the following statement:
Our Board is committed to serving the best
interests of the Company and all its shareholders and has welcomed
the support we have received and the perspectives shared by Monro
shareholders during our dialogue in the weeks and months prior to
the Annual Meeting.
We heard from our shareholders that they
recognize the complexity of implementing a recapitalization plan
that would provide for all of Monro’s outstanding stock to have one
vote per share and for the elimination of veto power of one class
of stock over another. We also received a clear message that we
need to continue to work diligently to analyze options for such a
recapitalization, and the Board, together with its advisors, and
informed by a continuing dialogue with shareholders, will continue
to do so.
The recapitalization process has been an area
of focus for the entire Board, including those directors who
received less than a majority of the votes cast at the Annual
Meeting, each of whom has invested significant time and effort in
listening to shareholder concerns and assessing recapitalization
alternatives. The Board is united in its belief that shareholders’
best interests will be served by all directors who have been
engaged in this complex issue, and who have a deep understanding of
the strategy, opportunities and challenges faced by the Company,
continuing to serve on the Board. Our existing directors have
diverse backgrounds and bring important experience in areas key to
our business to provide effective oversight and guidance of
management and to help to drive value creation. In addition, the
Company intends to initiate a process to expand the Board and to
identify additional candidates who bring complementary skills and
experience to the Board in areas that we heard were of particular
significance from our shareholders. With the oversight of our
dedicated Board, Monro is well positioned to deliver sustainable
growth, reinvestment in our teammates, productivity improvements,
and careful expense management as fiscal 2023 progresses.
Final voting results will be reported on a Form 8-K that will be
filed with the U.S. Securities and Exchange Commission.
About Monro, Inc.
Monro, Inc. (NASDAQ: MNRO) is one of the nation’s leading
automotive service and tire providers, delivering best-in-class
auto care to communities across the country, from oil changes,
tires and parts installation, to the most complex vehicle repairs.
With a growing market share and a focus on sustainable growth, the
Company generated approximately $1.4 billion in sales in fiscal
2022 and continues to expand its national presence through
strategic acquisitions and the opening of newly constructed stores.
Across more than 1,300 stores and 9,000 service bays nationwide,
Monro brings customers the professionalism and high-quality service
they expect from a national retailer, with the convenience and
trust of a neighborhood garage. Monro’s highly trained teammates
and certified technicians bring together hands-on experience and
state-of-the-art technology to diagnose and address automotive
needs every day to get customers back on the road safely. For more
information, please visit www.monro.com.
Cautionary Note Regarding Forward Looking Statements The
statements contained in this press release that are not historical
facts may contain statements of future expectations and other
forward-looking statements made pursuant to the provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by such words and phrases as “expect,”
“estimate,” “guidance,” “outlook,” “potential,” “anticipate,”
“believe,” “could,” “may,” “will,” “intend,” and other similar
words or phrases. Forward looking statements are subject to risks,
uncertainties and other important factors that could cause actual
results to differ materially from those expressed. These factors
include, but are not necessarily limited to, the veto power of the
holders of our Class C Convertible Preferred stock and other
factors set forth in the Company’s Securities and Exchange
Commission filings, including the Company’s annual report on Form
10-K for the fiscal year ended March 26, 2022. Except as required
by law, the Company does not undertake and specifically disclaims
any obligation to update any forward looking statement to reflect
the occurrence of anticipated or unanticipated events or
circumstances after the date of such statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20220822005505/en/
Investors and Media: Felix Veksler Senior Director, Investor
Relations ir@monro.com
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