false 0000876427 0000876427 2023-07-07 2023-07-07

 

 

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): July 7, 2023

 

 

MONRO, INC.

(Exact name of registrant as specified in its charter)

 

 

 

New York   0-19357   16-0838627

(State of

Incorporation)

 

(Commission

File Number)

  (I.R.S. Employer
Identification No.)

 

200 Holleder Parkway, Rochester, New York   14615
(Address of Principal Executive Offices)   (Zip Code)

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):

 

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)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $.01 per share   MNRO   The Nasdaq Stock Market

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

On July 7, 2023, Monro, Inc. (the “Company”) entered into an Amendment (the “Amendment”) to the Employment Agreement between the Company and Matt Henson. The Amendment became effective as of May 11, 2022. Under the terms of the Amendment, Section 3.2 was amended and restated in its entirety to adjust the percentages applied in the calculation of Mr. Henson’s annual bonus to bring them in-line with other executive vice president-level executives at the Company. Specifically, Mr. Henson will receive an annual bonus of 30% of his base salary if the Company achieves its threshold performance level, 60% of his base salary if the Company achieves its target performance level, and up to a maximum of 90% of his base salary if the Company exceeds the performance targets set by the Compensation Committee of the Board of Directors (the “Committee”) with respect to any particular fiscal year by amounts to be determined by the Committee.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.72a to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

The following is a list of exhibits furnished with this Current Report on Form 8-K:

 

Exhibit
No.

  

Description

10.72a    Amendment to Employment Agreement by and between the Company and Matt Henson, dated July 7, 2023
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

 

      MONRO, INC.
      (Registrant)
July 12, 2023     By:  

/s/ Maureen E. Mulholland

      Maureen E. Mulholland
      Executive Vice President - Chief Legal Officer and
      Secretary

Exhibit 10.72a

AMENDMENT TO

EMPLOYMENT AGREEMENT

Amendment to the Employment Agreement of Matt Henson (this “Amendment”) entered on July 7th, 2023, and effective as of May 11th, 2022 (the “Effective Date”), between Monro, Inc. (the “Company”) and Matt Henson (the “Executive”).

WHEREAS, the Company and the Executive entered into that certain Employment Agreement dated July 6th, 2021 (the “Agreement”)

WHEREAS, the Company and the Executive desire to amend the Agreement to reflect certain changes in annual bonus percentages used to calculate the Executive’s annual bonus under the Company’s annual bonus plan; and

WHEREAS, Section 9.4 of the Agreement provides that modifications and amendments to the Employment Agreement may only be made by a written agreement executed by both the Company and the Executive;

NOW, THEREFORE, the Company and the Executive hereby amend the Agreement as follows, effective as of the Effective Date:

1. Section 3.2 is amended and restated in its entirety to read as follows:

3.2 Annual Bonus. Pursuant to the Company’s bonus plan (the “Bonus Plan”), the Company shall pay the Executive, within 120 days of its fiscal year-end, a bonus in respect of each prior fiscal year during the Term, of 30% of the Base Salary if the Company achieves its threshold performance levels and 60% of Base Salary if the Company achieves its target level of performance set by the Committee with respect to such fiscal year, increased up to a maximum of 90% of Base Salary if the Company exceeds such performance targets by amounts to be determined by the Committee (the “Annual Bonus”). If this Agreement terminates other than at the end of a fiscal year either: (i) upon the expiration of the Term; or (ii) pursuant to Section 4, and the Executive is entitled to a pro rata bonus for such partial fiscal year pursuant to Section 5 or Section 6 hereof, such pro rata bonus shall be equal to the bonus the Executive would have received under the Bonus Plan, based on the Company’s actual performance during such fiscal year, had he been employed by the Company for the entire fiscal year, multiplied by a fraction, the numerator of which shall be the number of days during such fiscal year he was so employed and the denominator of which shall be the number of days in such fiscal year (the “Pro Rata Bonus”).

The Executive may be entitled to the Annual Bonus for the fiscal year prior to the fiscal year in which the Executive’s employment is terminated, to the extent not yet paid (the “Preceding Bonus”). The Executive shall be entitled to receive the Preceding Bonus and/or the Pro Rata Bonus, as applicable: (a) at the same time the annual bonuses for the same periods are paid to other senior executives of the Company; and (b) only to the extent the Board or the Committee determines to pay such bonus to the other senior executives of the Company. The Annual Bonus shall, in all respects, be subject to the terms of the Bonus Plan.


IN WITNESS WHEREOF, the parties have executed this Amendment on the date first set forth above.

 

MONRO, INC.
By:  

/s/ Michael Broderick

  Mike Broderick President, and Chief Executive Officer
 

/s/ Matt Henson

  Matt Henson
v3.23.2
Document and Entity Information
Jul. 07, 2023
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0000876427
Document Type 8-K
Document Period End Date Jul. 07, 2023
Entity Registrant Name MONRO, INC.
Entity Incorporation State Country Code NY
Entity File Number 0-19357
Entity Tax Identification Number 16-0838627
Entity Address, Address Line One 200 Holleder Parkway
Entity Address, City or Town Rochester
Entity Address, State or Province NY
Entity Address, Postal Zip Code 14615
City Area Code (585)
Local Phone Number 647-6400
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $.01 per share
Trading Symbol MNRO
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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