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):
June 28, 2018
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)) |
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 June 28, 2018, Monro, Inc. (the “Company”) entered into an Amendment to the Employment Agreement (the “Amendment”) of Brian J. D’Ambrosia, the Company’s Senior Vice President and Chief Financial Officer. Under the Amendment, Mr. D’Ambrosia’s annual base salary increased to $350,000. In addition, under the Amendment and pursuant to the terms of the Company’s bonus plan, Mr. D’Ambrosia is now eligible to earn an increased annual bonus of up to 112.5% of his base salary upon the achievement of certain predetermined corporate objectives. The Amendment became effective as of April 1, 2018, the start of the Company’s fiscal year 2019.
A copy of the Company’s Amendment with Mr. D’Ambrosia is attached to this Current Report as Exhibit 10.68a and incorporated herein by reference.
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 No. |
Description |
|
| 10.68a | Amendment to Employment Agreement by and between Monro, Inc. and Brian J. D’Ambrosia, dated June 28, 2018. | |
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) | ||||||
| July 3, 2018 | By: | /s/ Maureen E. Mulholland | ||||
| Maureen E. Mulholland | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||
Exhibit No. 10.68a
AMENDMENT TO
EMPLOYMENT AGREEMENT
Amendment to the Employment Agreement of Brian J. D’Ambrosia (this “Amendment”) entered into on June 28, 2018 and effective as of April 1, 2018 (the “Effective Date”), between Monro, Inc. (the “Company”) and Brian J. D’Ambrosia (the “Executive”).
WHEREAS, the Company and the Executive entered into that certain Employment Agreement dated December 30, 2016 and effective as of January 1, 2017 (the “Employment Agreement”); and
WHEREAS, the Company and the Executive desire to amend the Employment Agreement to reflect an increase in the Executive’s base salary and an increase in the percentage of base salary payable to the Executive under the Company’s annual bonus plan based on the achievement of the performance targets set by the Company under the annual bonus plan; and
WHEREAS, Section 9.4 of the Employment 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 Employment Agreement as follows, effective as of the Effective Date:
1. Section 3.1 is amended to read as follows:
“3.1 Salary . As consideration for services rendered, the Company shall pay the Executive a salary of $350,000 per annum (the “Base Salary”), payable not less frequently than monthly. The Executive’s Base Salary will be reviewed annually by the Compensation Committee of the Board (the “Committee”) and may be increased (but not decreased without the Executive’s consent) to reflect the Executive’s performance and responsibilities.”
2. Section 3.2 is amended 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 (beginning with the fiscal year ending in March 2019), of 45% 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 112.5% 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/ Brett T. Ponton | |
| Brett T. Ponton, President and Chief Executive Officer | ||
|
|
/s/ Brian J. D’Ambrosia | |
| Brian J. D’Ambrosia | ||