UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the 2023 Annual Meeting of Shareholders (“Annual Meeting”) of the Company on August 15, 2023, shareholders voted to approve three amendments to the Company’s Restated Certificate of Incorporation (the “Restated Certificate”): an amendment to declassify the Board of Directors (the “Board Declassification Amendment”); an amendment to increase the conversion ratio and mandatorily convert the Class C Preferred Stock into common stock (the “Reclassification Amendment”); and an amendment to provide a revised liquidation preference for the Class C Preferred Stock upon a liquidation event (the “Liquidation Amendment”).
On August 17, 2023, the Company filed the Board Declassification Amendment with the Department of State of the State of New York. The Declassification Amendment is effective upon filing. Pursuant to the Board Declassification Amendment, sections 6(b) and 6(c) of the Restated Certificate were amended and restated to provide that the class of directors standing for election at our 2024 Annual Meeting of Shareholders will stand for election for one-year terms expiring at the 2025 Annual Meeting of Shareholders and, commencing with the 2025 Annual Meeting of Shareholders, the Board of Directors shall cease to be classified and all of the directors elected at such meeting (and each meeting thereafter) shall be elected for a term expiring at the next annual meeting of shareholders.
On August 17, 2023, the Company filed the Reclassification Amendment with the Department of State of the State of New York. The Reclassification Amendment is effective upon filing. Pursuant to the Reclassification Amendment, section 4(d)(iv) of the Restated Certificate was amended to provide for the automatic conversion of each issued and outstanding share of Class C Preferred Stock into shares of common stock on the sunset date (as defined in the Reclassification Amendment) and an increase in the current conversion rate of Class C Preferred Stock under the Restated Certificate of 23.389 shares of common stock to 61.275 shares of common stock.
On August 17, 2023, the Company filed the Liquidation Amendment with the Department of State of the State of New York. The Liquidation Amendment is effective upon filing. Pursuant to the Liquidation Amendment, section 4(d)(iii) of the Restated Certificate was amended to provide that each holder of Class C Preferred Stock be entitled to receive, for each share of Class C Preferred Stock held by such holder upon a liquidation, dissolution, or winding up of the affairs of the Company, an amount equal to the greater of $1.50 per share and the amount such holder would have received had such share of Class C Preferred Stock been converted to shares of common stock immediately prior to such liquidation, dissolution, or winding up.
The foregoing descriptions of the Board Declassification Amendment, the Reclassification Amendment, and the Liquidation Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Board Declassification Amendment, the Reclassification Amendment, and the Liquidation Amendment, copies of which are filed hereto as Exhibits 3.1, 3.2, and 3.3, respectively, and are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, the Company’s holders of common stock voted on each of the matters described below. Approximately 29,645,138 shares (representing 94.35% of total shares of common stock outstanding and entitled to vote) were present at the Annual Meeting either in person or by proxy.
1. The Company’s shareholders re-elected the following four directors as Class 2 Directors to serve a two-year term until the Company’s 2025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. The number of shares of common stock 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 | |||
| Stephen C. McCluski | 24,930,380 | 3,822,149 | 892,609 | |||
| Robert C. Mellor | 24,460,039 | 4,292,490 | 892,609 | |||
| Peter J. Solomon | 24,558,287 | 4,194,242 | 892,609 | |||
| Hope B. Woodhouse | 26,552,161 | 2,200,368 | 892,609 |
2. The Company’s shareholders re-elected the following director as Class 1 Director to serve a one-year term until the Company’s 2024 Annual Meeting of Shareholders and until her successor has been duly elected and qualified. The number of shares of common stock that (i) voted for the election of such director and (ii) withheld authority to vote for such 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 | |||
| Lindsay N. Hyde | 24,964,879 | 3,787,650 | 892,609 |
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 of common stock 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 | |||
| 27,943,219 | 797,643 | 11,667 | 892,609 |
4. The Company’s shareholders voted to approve, on an advisory basis, an annual frequency of future advisory votes on executive compensation. The number of shares of common stock that voted for a 1-year, 2-year, or 3-year frequency, or that abstained from voting on the frequency of future advisory votes on 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. [In accordance with the frequency recommended by the Company’s shareholders, the Board of Directors has determined that the frequency of future advisory votes on executive compensation will occur every year until the next required vote or until the Board of Directors otherwise determines that a different frequency for such votes is in the best interests of the Company’s shareholders.]
| 1-Year |
2-Year |
3-Year |
Abstentions |
Broker Non-Votes | ||||
| 27,277,181 | 2,624 | 1,467,254 | 5,470 | 892,609 |
5. 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 30, 2024. The number of shares of common stock 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 | ||
| 28,607,457 | 1,037,671 | 10 |
6. The Company’s shareholders voted to approve the Board Declassification Amendment to declassify the Board of Directors. The number of shares of common stock that voted for or against, or that abstained from voting on, the Board Declassification Amendment, as well as the number of broker non-votes, are summarized in the table below.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 28,741,277 | 7,121 | 4,131 | 892,609 |
7. The Company’s shareholders voted to approve the Reclassification Amendment to increase the conversion ratio and to mandatorily convert the Class C Convertible Preferred Stock into common stock. The number of shares of common stock that voted for or against, or that abstained from voting on, the Reclassification Amendment are summarized in the table below.
Additionally, the Reclassification Amendment was approved by the affirmative vote of at least a majority of the outstanding shares of common stock unaffiliated with the holders of Class C Preferred Stock (the “Class C Shareholders”), as required by the Reclassification Agreement by and among the Company and the Class C Shareholders, dated May 12, 2023 (the “Reclassification Agreement”).
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 28,689,318 | 57,807 | 5,404 | 892,609 |
8. The Company’s shareholders voted to approve the Liquidation Amendment to provide a revised liquidation preference for the Class C Convertible Preferred Stock upon a liquidation event. The number of shares of common stock that voted for or against, or that abstained from voting on, the Liquidation Amendment, as well as the number of broker non-votes, are summarized in the table below.
Additionally, the Liquidation Amendment was approved by the affirmative vote of at least a majority of the outstanding shares of common stock unaffiliated with the Class C Shareholders, as required by the Reclassification Agreement.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 28,688,039 | 58,492 | 5,998 | 892,609 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment of the Restated Certificate of Incorporation of Monro, Inc., effective as of August 17, 2023 | |
| 3.2 | Certificate of Amendment of the Restated Certificate of Incorporation of Monro, Inc., effective as of August 17, 2023 | |
| 3.3 | Certificate of Amendment of the Restated Certificate of Incorporation of Monro, Inc., effective as of August 17, 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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MONRO, INC. | ||||||
| (Registrant) | ||||||
| August 18, 2023 | By: | /s/ Maureen E. Mulholland | ||||
| Maureen E. Mulholland, | ||||||
| Executive Vice President - Chief Legal Officer and Secretary | ||||||