8-K 1 d708238d8k.htm 8-K 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934.

Date of Report (Date of Earliest Event Reported): February 20, 2019




(Exact name of registrant as specified in its charter)




New York   0-19357   16-0838627
(State of Incorporation)  


File Number)


(I.R.S. Employer

Identification No.)


200 Holleder Parkway,

Rochester, New York

(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))

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.

Today, Monro, Inc. (the “Company”) announces that, effective April 30, 2019, Matthew E. Naylor will resign his position as Chief Operations Officer of the Company. He will remain with the Company and receive his regular wages until April 30, 2019 to help transition responsibilities.

Mr. Naylor entered into a Transition Agreement with the Company on February 20, 2019. Upon his scheduled departure from the Company and subject to his delivery of a general release, Mr. Naylor will receive a $39,000 cash transition payment, which payment will be grossed-up for purposes of Mr. Naylor’s tax obligations.

A copy of the Transition Agreement will be filed as an exhibit to the Company’s Annual Report on Form 10-K.


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.





February 22, 2019     By:   /s/ Maureen E. Mulholland
    Maureen E. Mulholland
    Senior Vice President, General Counsel and Secretary