UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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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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 |
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 | ||
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 |