Monro Inc.
200 Holleder Parkway
Rochester, New York 14615
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 Monro’s upcoming Annual
Meeting on August 16th. We appreciate the
opportunity for dialogue related to Monro’s 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 Board’s 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 Monro’s 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 Company’s 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 management’s 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 Monro’s 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.