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):
August 10, 2010
MONRO MUFFLER BRAKE, 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)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Shareholders (“Annual Meeting”) of Monro Muffler Brake, Inc. (the “Company”) was held on August 10, 2010. At the Annual Meeting, the Company’s shareholders voted on each of the matters described below. Approximately 18,872,590 shares (representing 94% of total shares outstanding and entitled to vote) were present at the Annual Meeting either in person or by proxy.
1. The Company’s shareholders elected the following four persons to Class 1 of the Board of Directors to serve a two-year term and one person to Class 2 of the Board of Directors to serve a one-year term, until their successors have been elected and qualified at the 2012 and 2011 annual meetings of shareholders, respectively.
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Class 1 |
||||
|
Nominee |
Votes For | Votes Withheld | ||
|
Richard A. Berenson |
17,090,181 | 217,418 | ||
|
Donald Glickman |
15,731,379 | 1,576,220 | ||
|
Elizabeth A. Wolszon |
17,159,094 | 148,505 | ||
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James Wilen |
16,122,181 | 1,185,418 | ||
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Class 2 |
||||
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Nominee |
Votes For | Votes Withheld | ||
|
Robert E. Mellor |
17,158,504 | 149,095 | ||
2. The Company’s shareholders ratified an amendment to the Monro Muffler Brake, Inc. 2007 Stock Incentive Plan to increase the shares available for issuance thereunder by 1,000,000.
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
|
15,609,569 |
1,123,800 | 574,229 | 1,564,992 | |||
3. The Company’s shareholders ratified the re-appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 26, 2011.
|
Votes For |
Votes Against |
Abstentions |
||
|
18,678,597 |
193,206 | 787 | ||
| Item 8.01 | Voluntary Disclosure of Other Events |
On August 11, 2010, the Company announced the declaration by its Board of Directors of a cash dividend of $.09 per share, payable on September 17, 2010 to shareholders of record on September 7, 2010. A copy of the press release is furnished herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | The following is a list of exhibits furnished with this Current Report on Form 8-K: |
|
Exhibit No. |
Description |
|
| 10.1 | Amendment to the 2007 Stock Incentive Plan. | |
| 99.1 | Press Release, dated August 11, 2010. | |
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 MUFFLER BRAKE, INC. | ||||||
| (Registrant) | ||||||
| August 12, 2010 | By: |
/s/ Catherine D’Amico |
||||
| Catherine D’Amico | ||||||
| Executive Vice President - Finance | ||||||
EXHIBIT 10.1
MONRO MUFFLER BRAKE, INC.
AMENDMENT TO 2007 STOCK INCENTIVE PLAN
WHEREAS, the Board has received a report from the Chairman of the Compensation Committee (the “Committee”), advising that, subject the approval of the stockholders of Monro, the Committee recommends that the 2007 Stock Incentive Plan (the “2007 Plan”) be amended to provide for an increase in the number of shares to be made available for Awards (as defined in the Plan) thereunder;
WHEREAS, the Board believes that amending the 2007 Plan is in the best interests of the Company and its stockholders such that it will provide a further mechanism through which employees and directors may acquire a more direct stake in the future welfare of the Company and to encourage these individuals to remain with the Company and its subsidiaries; and
WHEREAS, pursuant to Article 11 of the Plan, the Board may amend the 2007 Plan provided that any amendment that would (i) materially increase the aggregate number of shares which may be issued under the Plan, (ii) materially increase the benefits accruing to employees under the Plan, or (iii) materially modify the requirements as to eligibility for participation in the Plan, shall be subject to the approval of the Company’s stockholders;
NOW, THEREFORE, IT IS HEREBY, RESOLVED, that the 2007 Plan be amended, effective August 10, 2010, subject to ratification of the stockholders of the Company, to provide as follows:
| 1. | The first sentence of Section 2.2 of the Plan is hereby amended to increase the maximum number of shares available under the Plan by an additional 1,000,000. |
| 2. | The Plan, except as otherwise set forth herein, shall remain in full force and effect in all other respects. |
EXHIBIT 99.1
| CONTACT: | Robert Gross | |
| Chairman and Chief Executive Officer | ||
| (585) 647-6400 | ||
| Catherine D’Amico | ||
| Executive Vice President – Finance | ||
| Chief Financial Officer | ||
| (585) 647-6400 | ||
| Investors: Jessica Greenberger | ||
| Media: Samantha Cohen | ||
| FD | ||
| (212) 850-5600 | ||
FOR IMMEDIATE RELEASE
MONRO MUFFLER BRAKE, INC. DECLARES QUARTERLY CASH DIVIDEND
ROCHESTER, N.Y. – August 11, 2010 – Monro Muffler Brake, Inc. (Nasdaq: MNRO) , a leading provider of automotive undercar repair and tire services, today announced that its Board of Directors has declared a quarterly cash dividend of $.09 per share on the Company’s outstanding shares of common stock including the shares of common stock to which the holders of the Company’s Class C Convertible Preferred Stock are entitled. The dividend is payable on September 17, 2010 to shareholders of record at the close of business on September 7, 2010.
About Monro Muffler Brake
Monro Muffler Brake operates a chain of stores providing automotive undercar repair and tire services in the United States, operating under the brand names of Monro Muffler Brake and Service, Mr. Tire, Tread Quarters Discount Tires, Autotire and Tire Warehouse. The Company currently operates 784 stores in New York, Pennsylvania, Ohio, Connecticut, Massachusetts, West Virginia, Virginia, Maryland, Vermont, New Hampshire, New Jersey, North Carolina, South Carolina, Indiana, Rhode Island, Delaware, Maine, Illinois and Missouri. Monro’s stores provide a full range of services for brake systems, steering and suspension systems, tires, exhaust systems and many vehicle maintenance services.