Monro : Fiscal 2025 Proxy Statement

Published: 2025-07-03 07:41:05 ET MNRO

Published on 07/03/2025 at 07:41

Fairport, NY 14450

As I reflect upon my first few months as Monro's new President & CEO, I've been fully immersed in our business having spent a lot of time with senior leadership and engaging with our talented Teammates in the field as well as visiting many stores. This has only confirmed the positive view I had about Monro before I decided to join the Company. I'd also like to use this as an opportunity to thank our dedicated Teammates for their commitment to our customers. As many of you know, my primary objective is to work with the Company's management team and Board to develop and execute a performance improvement plan that will enhance Monro's operations, drive profitability, and increase operating income and total shareholder returns. The four key areas of focus that we've identified as opportunities for improvement include closing unprofitable stores, improving our customer experience and selling effectiveness, driving profitable customer acquisition and activation, and increasing merchandising productivity, which includes mitigating tariff risk.

We conducted a comprehensive store portfolio review that identified 145 underperforming stores to prioritize for closure. Our review included an evaluation of store performance as well as market segmentation and demographic data specific to the geographic areas of each location. We set into motion a process to close these locations during the first quarter of fiscal 2026. The closure of these stores will have a limited impact on our total sales but is expected to deliver meaningful improvement in profitability.

We reviewed stores across our portfolio from low to high performers to understand the store experience from both the customer and Teammate perspective. Our analysis indicates that customers have had an uneven experience in our stores, largely due to inconsistent Teammate execution of core processes, including scheduling and appointments, communication and quality of service. By breaking down the customer journey, we are developing an approach to address customer pain points that, we believe, will improve the customer experience and unlock value in our selling effectiveness. The Company's ConfiDrive digital courtesy inspection will continue to be a key component of our in-store experience. We have many stores that serve our customers very well. Unfortunately, we have others that don't always live up to customer expectations. Addressing this is a high priority item that we will be working hard to improve and with a sense of urgency.

As many of you are aware, Monro's sales have declined sequentially for the past three fiscal years, driven largely by declines in store traffic. Our work indicates that recently there's also been a decline in the quality and retention of new customers. We believe this has been driven by suboptimal marketing, insufficient clarity on who Monro's target customers are, what these customers value, and how we fulfill their needs. Our analysis also uncovered that Monro's highest-value customers deliver 25-times more profit than our lowest tier of customers. As a result, we are in the process of converting our market testing into a reallocation of marketing dollars aimed at higher value and more profitable customers. The early results from our tests are encouraging. We expect that our approach to improvement in this area will include additional testing of marketing, which will touch such things as messaging, type of media and promotional offers. We will then scale the tests that deliver the most value across all of our stores.

Our work on the Company's current merchandising shows that our broad tire assortment may not be aligned with what our customer really wants. We expect to narrow the breadth of our core tire assortment, which will simplify the in-store selling process for both our customers and our Teammates. Of course, we will continue to get any tire that our customer wants through our many distribution channels, but our core in-store offering will likely be simplified. This will allow us to lean into stronger strategic partnerships with important tire manufacturers. In addition, we are also reviewing

our pricing and promotions across tires and services to ensure we deliver value to our customers, while also achieving appropriate levels of profitability. While it is an obviously uncertain environment, tariffs are expected to drive cost increases across all of our major product categories. We have mobilized an internal team for fact-based negotiations with top suppliers to mitigate as much of that anticipated tariff as possible.

Over the past year, we made additional progress in advancing our ESG initiatives and recently published our fifth annual ESG report on the ESG section of our corporate website. Among our accomplishments, we continue to put our people first through continued investments in Teammate training and development, improved our people's well-being through enhancements to work-life balance and our Teammate Assistance Fund, and made further strides in reducing our environmental impact. As our business grows, so does our commitment to further incorporating ESG practices in our strategy and operations, which is fundamental to our ability to create sustainable value for our stakeholders. We continue to make progress on our two ESG goals relating to employee safety and energy efficiency. These goals are tangible examples of how ESG factors are embedded in our everyday business decisions.

Monro has shown impressive durability through business cycles and certain fundamentals in our industry remain strong. Our business is a consistent cash generator with ample liquidity, a solid balance sheet and low leverage. This, coupled with our compelling consumer offerings, gives us confidence that we can successfully execute on and accelerate the pace of the Company's improvement plan as well as better capitalize on positive industry trends to unlock Monro's full potential. I am optimistic about the opportunities in front of us and I believe we have a solid foundation to create long-term value for all of our shareholders.

On behalf of the Board of Directors and the Senior Leadership Team, I would like to thank you for your continued support of Monro. I look forward to speaking with you at our annual meeting on August 12, 2025.

Sincerely,

/s/ Peter D. Fitzsimmons

Peter D. Fitzsimmons

President and Chief Executive Officer July 3, 2025

This proxy statement contains "forward-looking statements" as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they address future events, developments, and results and do not relate strictly to historical facts. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements preceded by, followed by, or including words such as "aim," "anticipate," "believe," "can," "could," "design," "estimate," "expect," "focus," "intend," "may," "objective," "plan," "potential," "strategy," "will," "would," and variations thereof and similar expressions. Forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed. For example, our forward-looking statements include, without limitation, statements regarding our ability to generate cash flow; and the success of our compensation program in achieving its objectives.

Any of these factors, as well as such other factors as discussed in our Annual Report on Form 10-K ("Form 10-K"), as well as in our periodic filings with the Securities and Exchange Commission (the "SEC"), could cause our actual results to differ materially from our anticipated results. We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to update these forward-looking statements after the date of this Proxy Statement to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.

Date: Tuesday, August 12, 2025

Time: 10:00 a.m. (Eastern Daylight Time)

Location: Virtual meeting to be held via the Internet at https://www.virtualshareholdermeeting.com/MNRO2025 Record Date: June 23, 2025

Elect eight directors to the Board of Directors to serve until their successors are duly elected and qualified at the 2026 annual meeting of shareholders;

Approve an amendment to the Company's Amended and Restated 2007 Stock Incentive Plan to increase the number of shares available for issuance;

Approve, on a non-binding, advisory basis, the compensation paid to the Company's named executive officers;

Ratify the re-appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 28, 2026;

Consider such other business as may properly be brought before the meeting or any adjournment or postponement thereof.

The Board of Directors recommends that you vote "FOR" each of the director nominees included in Proposal No. 1 and "FOR" Proposals No. 2-4.

Using the control number that appears on the Notice of Internet Availability (the "Notice"), you may vote your shares:

By Telephone:

You may vote by calling

By Internet:

Prior to the Annual Meeting, you may

By Mail:

Mark, sign and date your proxy

During the Meeting:

Go to

1-800-690-6903

vote at Proxyvote.com

card and return it in the postage- https://www.virtualshareholdermeeting.com/

paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717

MNRO2025

Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders' Meeting to be Held on August 12, 2025: We are following the Securities and Exchange Commission's "e-proxy" rules that allow public companies to furnish proxy materials to shareholders over the Internet. Instead of a physical copy, you have received a Notice of Internet Availability of Proxy Materials, which provides instructions on how to view our proxy materials for the Annual Meeting over the Internet, how to vote, and how to request a printed copy of the proxy materials.

Below are the highlights of the important information you will find in this Proxy Statement. As this is only a summary, we request that you please review the full Proxy Statement before casting your vote.

2025 Annual Meeting Date and Time Tuesday, August 12, 2025

10:00 a.m. (Eastern Daylight Time)

General Meeting Information

Record Date June 23, 2025

Voting

Shareholders of record as of the record date are entitled to vote personally or by proxy at the Annual Meeting. Each share of common stock is entitled to one vote on each matter to be voted on at the Annual Meeting.

Voting Matters and Board of Directors' Recommendations

Vote Required for

Proposal Voting Options Approval

Board of Directors' Recommendation

1. Election of Directors

"FOR" all nominees or "WITHHOLD" your vote for all or any of the nominees

Each nominee for director must receive a majority of the votes cast

FOR EACH NOMINEE

2. Approval of Amendment to the Plan

"FOR," "AGAINST" or

"ABSTAIN" from voting

Majority of votes cast must vote in favor of this proposal

FOR

3. Advisory Vote to Approve Executive Compensation

"FOR," "AGAINST" or

"ABSTAIN" from voting

Majority of votes cast must vote FOR

in favor of this proposal

4. Ratification of Appointment of Independent Registered Public Accounting Firm

"FOR," "AGAINST" or

"ABSTAIN" from voting

Majority of votes cast must vote in favor of this proposal

FOR

We are committed to applying sound corporate governance principles. We believe these governance practices are in the best interests of our shareholders and strengthen accountability within our organization.

Annual Elections

Yes

Stock Ownership Guidelines for Directors and Executives

Yes

Declassified Board

Yes

Anti-Hedging and Pledging Policy

Yes

Independent Board Chair

Yes

Code of Ethics covering all Employees

Yes

Board Independence

100%

Board Member Recruiting Guidelines

Yes

Audit, Compensation and Nominating Committee Independence

100%

Regular Executive Sessions of the Independent Board Members

Yes

Number of Financial Experts

Two

Anonymous Reporting

Yes

Comprehensive Annual Board and Committee Evaluations

Yes

Executive Compensation Clawback Policy

Yes

Director Overboarding

No

Strategy and Risk Oversight by Board and Committees

Yes

Three New Independent Directors since 2020

Yes

ESG Reporting

Yes

i

Disclaimer

Monro Inc. published this content on July 03, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on July 03, 2025 at 11:40 UTC.