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 15, 2017
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 | |||
Monro Muffler Brake, Inc.
(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)) |
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 August 15, 2017, the Board of Directors of Monro Muffler Brake, Inc. now Monro, Inc. (the “Company”), upon the recommendation of the Company’s Nominating Committee, appointed John L. Auerbach and Lindsay N. Hyde to the Board as Class 1 Directors, to fill the current vacancies on the Company’s Board. Mr. Auerbach and Ms. Hyde’s appointments took effect on August 15, 2017. Each will serve until his or her successor has been elected and qualified at the 2018 Annual Meeting of Shareholders. Mr. Auerbach and Ms. Hyde were determined by the Board to be independent within the meaning of the independent director standards of the Securities and Exchange Commission and the Nasdaq Stock Market, Inc. As non-employee members of the Board, Mr. Auerbach and Ms. Hyde are entitled to the director compensation disclosed in the Company’s Proxy Statement, filed on July 21, 2017. There are no arrangements or understandings between Mr. Auerbach and Ms. Hyde and any other person pursuant to which either was selected to serve on the Board. There are no transactions in which the Company is a party and in which either Mr. Auerbach and Ms. Hyde has a material interest subject to disclosure under Item 404(a) of Regulation S-K. A copy of the press release announcing the Board appointments is furnished herewith as Exhibit 99.1.
| Item 5.03 | Amendments to Articles of incorporation or Bylaws; Change in Fiscal Year |
On August 15, 2017, the Company filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Certificate”) with the New York State Secretary of State to change the name of the Company from Monro Muffler Brake, Inc. to Monro, Inc. Specifically, Section 1 of the Certificate was amended in its entirety to provide as follows:
“1. The name of the Corporation is Monro, Inc.”
A copy of the press release announcing the Company’s name change is furnished herewith as Exhibit 99.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Shareholders (“Annual Meeting”) of the Company was held on August 15, 2017. At the Annual Meeting, the Company’s shareholders voted on each of the matters described below. Approximately 31,643,481 shares (representing 96.7% 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 four directors to Class 2 of the Board of Directors to serve a two-year term, until their successors have been elected and qualified at the 2019 annual meeting of shareholders. The number of shares that (i) voted for the election of each director and (ii) withheld authority to vote for each director, as well as the number of broker non-votes, are set forth in the table below.
|
Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
|
Frederick M. Danziger |
27,800,166 | 2,104,122 | 1,739,193 | |||||||||
|
Stephen C. McCluski |
27,926,473 | 1,977,815 | 1,739,193 | |||||||||
|
Robert E. Mellor |
24,474,729 | 5,429,559 | 1,739,193 | |||||||||
|
Peter J. Solomon |
20,264,135 | 9,640,153 | 1,739,193 | |||||||||
2. The Company’s shareholders voted for approval of “one year” regarding the frequency of future advisory votes on executive compensation. The number of shares that voted in favor of one year, two year and three year-frequencies, and that abstained from voting to approve the frequency of future advisory votes on executive compensation, as well as the number of broker non-votes, are set forth in the table below.
|
1 Year |
2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||
| 25,522,784 | 7,238 | 4,305,467 | 68,797 | 1,739,195 | ||||||||||||
3. The Company’s shareholders voted to approve, on an advisory basis, the compensation paid to the Company’s named executive officers. The number of shares that voted for or against, or that abstained from voting on, the compensation paid to the Company’s named executive officers, as well as the number of broker non-votes, are set forth in the table below.
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||||||||
| 29,785,803 | 28,615 | 89,868 | 1,739,195 | |||||||||
4. The Company’s shareholders voted to approve the amendment and restatement of the Monro Muffler Brake, Inc. 2007 Stock Incentive Plan (the “Amended Plan”). The number of shares that voted for or against, or that abstained from voting for, the Amended Plan and the number of broker non-votes, are set forth in the table below.
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||||||||
| 29,231,002 | 593,940 | 79,344 | 1,739,195 | |||||||||
5. The Company’s shareholders approved the amendment to the Company’s Restated Certificate of Incorporation to change the Company’s name to Monro, Inc. The number of shares that voted for or against, or that abstained from voting for, the amendment to the Company’s Restated Certificate of Incorporation are set forth in the table below.
|
Votes For |
Votes Against |
Abstentions |
||||||||
| 31,572,628 | 2,529 | 68,323 | ||||||||
6. The Company’s shareholders ratified the re-appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2018. The number of shares that voted for or against, or that abstained from voting for, the ratification of the re-appointment of PricewaterhouseCoopers, LLP are summarized in the table below.
|
Votes For |
Votes Against |
Abstentions |
||||||||
| 31,474,108 | 101,418 | 67,955 | ||||||||
| Item 8.01 | Voluntary Disclosure of Other Events |
On August 15, 2017, the Board of Directors declared a quarterly cash dividend of $.18 per share for the second quarter of the Company’s 2018 fiscal year, ending March 31, 2018. The dividend is payable on September 7, 2017 to shareholders of record as of August 28, 2017, including shares of common stock to which the holders of the Company’s Class C Convertible Preferred Stock are entitled. A copy of the press release announcing the quarterly cash dividend is furnished herewith as Exhibit 99.2.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Not applicable. | |
| (b) | Not applicable. | |
| (c) | The following is a list of exhibits furnished with this Current Report on Form 8-K: | |
|
Exhibit
|
Description |
|
| 3.01e | Certificate of Amendment to Restated Certificate of Incorporation, dated August 15, 2017. | |
| 99.1 | Press release announcing the Board appointments and the Company’s name change, dated August 21, 2017. | |
| 99.2 | Press release announcing the quarterly cash dividend, dated August 21, 2017. | |
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, INC. | ||||||
|
(Registrant) |
||||||
|
August 21, 2017 |
By: |
/s/ Maureen E. Mulholland |
||||
|
Maureen E. Mulholland |
||||||
|
Senior Vice President – General Counsel and |
||||||
|
Secretary |
||||||
Exhibit 3.01e
C ERTIFICATE OF A MENDMENT
OF THE
C ERTIFICATE OF I NCORPORATION
OF
M ONRO M UFFLER B RAKE , I NC .
Under Section 805 of the Business Corporation Law
1. The name of the Corporation is Monro Muffler Brake, Inc. The Corporation was formed under the name Midas Service Corporation, Inc.
2. The Certificate of Incorporation of the Corporation was filed by the Department of State on October 5, 1959.
3. The Certificate of Incorporation of the Corporation is hereby amended to effect the amendment specified below, which is authorized by the Business Corporation law:
Section 1 of the Certificate of Incorporation is hereby amended to change the name of the Corporation, so that said Section 1 shall provide in its entirety as follows:
“1. The name of the Corporation is Monro, Inc.”
4. The Certificate of Amendment was authorized by the vote of the Board of Directors followed by the vote of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders followed by the unanimous written consent of the Corporation’s Class C Convertible Preferred Stock.
I N W ITNESS W HEREOF , I have signed this Certificate this 15 th day of August, 2017.
| /s/ Maureen E. Mulholland |
| Name: Maureen E. Mulholland |
| Title: Secretary |
Exhibit 99.1
FOR IMMEDIATE RELEASE
MONRO, INC. APPOINTS JOHN L. AUERBACH AND LINDSAY N. HYDE TO BOARD OF
DIRECTORS, AND ANNOUNCES CORPORATE NAME CHANGE
ROCHESTER, N.Y. – August 21, 2017 – Monro, Inc. (Nasdaq: MNRO), a leading provider of automotive undercar repair and tire services, today announced the appointment of John L. Auerbach and Lindsay N. Hyde to its Board of Directors, effective August 15, 2017.
John L. Auerbach, 39, brings extensive knowledge and operational experience in digital marketing and eCommerce to Monro, having served in a number of leadership and advisory roles for retail and eCommerce companies. Mr. Auerbach is the Founder and Chairman of Eloquii, a digitally-native direct to consumer women’s fashion brand. For the past five years, he has also been a partner of Auerbach Advisers, a digital advisory firm focused on retail clients. Mr. Auerbach previously served as the Senior Vice President of Digital & Global eCommerce of Kate Spade & Company. In addition, from 2012 to 2016, Mr. Auerbach was the International Managing Director of Digital & eCommerce Initiatives at Christie’s Inc., where he was responsible for launching the company’s eCommerce business globally. Prior to joining Christie’s, Mr. Auerbach served as a member of the founding team of Gilt Groupe and the President of Gilt’s men’s business. Mr. Auerbach holds a B.A. from Duke University and an M.B.A from the Columbia Business School.
Lindsay N. Hyde, 35, brings significant experience in service delivery, an entrepreneurial approach and strong commitment to community engagement to Monro. She is the Founder and Chief Executive Officer of Baroo, a provider of pet-related amenities in multifamily communities in large urban markets across the U.S. Prior to founding Baroo, she was the Founder of Strong Women, Strong Girls, a nationally recognized mentoring organization, serving as Executive Director from 2004 to 2012. Ms. Hyde has also served as an Elected Director of the Harvard Alumni Association and as a director of Coca-Cola Scholars Alumni Foundation, and currently serves as a Global Shaper with the World Economic Forum. Ms. Hyde holds a B.A. from Harvard University and an M.B.A from the Harvard Business School.
Both Mr. Auerbach and Ms. Hyde were appointed to the Company’s Board of Directors as Class 1 Directors, all of whom will be up for re-election by the Company’s shareholders at the next annual meeting in August 2018. In addition, Mr. Auerbach and Ms. Hyde were both determined by the Company’s Board of Directors to be independent within the meaning of the independent director standards of the Securities and Exchange Commission and the Nasdaq Stock Market, Inc.
Robert Mellor, the Company’s Independent Chairman, stated, “We are pleased to have John and Lindsay join our Board of Directors. With John’s digital marketing and eCommerce expertise and Lindsay’s recognized expertise in service delivery, their experience and insights will be invaluable in guiding our Company as we continue to execute on our long-term strategy and capitalize on the opportunities we see in the marketplace.”
In addition, at this year’s annual meeting of shareholders, held on August 15, 2017, shareholders approved the proposal to change the Company’s name from Monro Muffler Brake, Inc. to Monro, Inc. effective immediately. The name change represents a milestone in the
Company’s history, as Monro celebrates its 60th anniversary and crossed the $1 billion sales mark for the first time this year. This change reflects the evolution of Monro’s business model to providing a full range of high quality automotive services and repairs, as well as tires to a broad range of customers. The name change will apply to its corporate entity only and will not affect any of the Company’s store brand names.
About Monro, Inc.
Headquartered in Rochester, New York, Monro is a chain of 1,140 Company-operated stores, 106 franchised locations, five wholesale locations and two retread facilities providing automotive undercar repair and tire sales and services. The Company operates in 27 states, serving the Mid-Atlantic and New England states and portions of the Great Lakes, Midwest and Southeast. The predecessor to the Company was founded by Charles J. August in 1957 as a Midas Muffler franchise. In 1966, Monro began to diversify into a full line of undercar repair services. The Company has experienced significant growth in recent years through acquisitions and, to a lesser extent, the opening of new construction stores. The Company went public in 1991 and trades on NASDAQ under the symbol MNRO.
###
Exhibit 99.2
FOR IMMEDIATE RELEASE
MONRO, INC. DECLARES QUARTERLY CASH DIVIDEND
ROCHESTER, N.Y. – August 21, 2017 – Monro, 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 $.18 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 7, 2017 to shareholders of record at the close of business on August 28, 2017.
About Monro, Inc.
Headquartered in Rochester, New York, Monro is a chain of 1,140 Company-operated stores, 106 franchised locations, five wholesale locations and two retread facilities providing automotive undercar repair and tire sales and services. The Company operates in 27 states, serving the Mid-Atlantic and New England states and portions of the Great Lakes, Midwest and Southeast. The predecessor to the Company was founded by Charles J. August in 1957 as a Midas Muffler franchise. In 1966, Monro began to diversify into a full line of undercar repair services. The Company has experienced significant growth in recent years through acquisitions and, to a
lesser extent, the opening of new construction stores. The Company went public in 1991 and trades on NASDAQ under the symbol MNRO.
###