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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): March 27, 2025
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.) |
| 295 Woodcliff Drive, Suite 202, Fairport, New York | 14450 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s telephone number, including area code | (800) 297-9886 | |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered |
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| Common Stock, par value $.01 per share | MNRO | The Nasdaq Stock Market |
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 1.01 | Entry into a Material Definitive Agreement. |
To the extent required by Item 1.01 of Form 8-K, the information contained in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 28, 2025, the Board of Directors (“Board”) of Monro, Inc. (the “Company”) appointed Peter Fitzsimmons to serve as the President and Chief Executive Officer of the Company effective immediately.
Mr. Fitzsimmons has served as a partner and managing director of AlixPartners, LLP (“AlixPartners”), a global consulting firm that specializes in helping businesses address challenges, since May 2020, where he has served in client-focused leadership roles advising companies across a wide range of industries including automotive and industrial, retail, telecom, software, consumer products and financial services. From April 2013 to April 2020, he served as an investment partner and managing director of Tower Three Partners, an operationally-oriented private equity firm. Prior to his service at Tower Three Partners, he served in various roles of increasing responsibility at AlixPartners from 1995 to 2013.
In connection with Mr. Fitzsimmons’ appointment, the Company and AP Services, LLC, an affiliate of AlixPartners (“APS”), entered into an engagement letter (the “Engagement Letter”) pursuant to which APS will provide for Mr. Fitzsimmons to serve as the Company’s Chief Executive Officer and for the additional resource of APS personnel as required. Under the Engagement Letter, the Company will pay a monthly fee of $250,000 for Mr. Fitzsimmons’ services in addition to reasonable out-of-pocket expenses, an administrative fee and the standard hourly rates of additional professionals who provide services under the Engagement Letter.
On March 28, 2025, the Company entered into a consulting agreement with AlixPartners pursuant to which AlixPartners will assess the Company’s operations to develop a plan to improve the Company’s financial performance (the “Consulting Agreement”). The Company expects to spend $800,000 for the assessment under the Consulting Agreement, and may spend at least $4 million if the Company pursues additional services from AlixPartners following the assessment. The Company intends to file copies of the Engagement Letter and the Consulting Agreement as exhibits to its Annual Report on Form 10-K for the year ended March 29, 2025.
Except through his positions at AlixPartners and APS, there are no arrangements or understandings between Mr. Fitzsimmons and any other person pursuant to which he was selected as Chief Executive Officer. There are no family relationships between Mr. Fitzsimmons and any director or executive officer of the Company. Except through the Company’s engagement of AlixPartners and APS for the services noted above, the Company has not entered into any transactions with Mr. Fitzsimmons that are reportable pursuant to Item 404(a) of Regulation S-K.
On March 27, 2025, the Board terminated Michael T. Broderick from his positions as President and Chief Executive Officer of the Company effective immediately. Mr. Broderick is entitled to receive the compensation associated with a termination without cause under his amended and restated employment agreement.
| Item 7.01 | Regulation FD Disclosure. |
On March 31, 2025, the Company issued a press release announcing this management transition. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are furnished as part of this Report:
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated March 31, 2025 | |
| 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) | ||||||
| March 31, 2025 | By: | /s/ Maureen E. Mulholland |
||||
| Maureen E. Mulholland | ||||||
| Executive Vice President – Chief Legal Officer and Secretary | ||||||
Exhibit 99.1
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| 295 Woodcliff Drive, Suite 202, Fairport, New York 14450 |
| CONTACT: | Investors and Media: Felix Veksler Senior Director, Investor Relations ir@monro.com |
FOR IMMEDIATE RELEASE
Monro, Inc. Appoints Peter Fitzsimmons as President and Chief Executive Officer
FAIRPORT, N.Y. – March 31, 2025 – Monro, Inc. (Nasdaq: MNRO), a leading provider of automotive undercar repair and tire services, today announced the appointment of Peter Fitzsimmons, Partner and Managing Director of AlixPartners, as President and Chief Executive Officer, effective immediately. Michael Broderick has departed the Company as President and CEO following the Board’s determination that a change in leadership is necessary.
Fitzsimmons’ mandate is to work with the management team and Board to develop and execute a performance improvement plan to enhance operations, drive profitability, and increase operating income and total shareholder returns.
During his career, Fitzsimmons has served in senior executive roles at clients undertaking significant efforts to improve operations and financial performance. Some of his notable executive experience includes serving as CEO of a large automotive collision repair business, where he drove an over 25% sales improvement in 2022, and as CFO of an auto parts distributor.
Chairman of the Board, Robert Mellor said, “The Monro Board and management are taking decisive actions intended to improve the Company’s performance and enhance the value we are delivering to our shareholders today, and over the long-term. As part of this, the Board determined that a change in leadership was necessary, and we are pleased to appoint Peter to lead this critical phase in our evolution, and our next chapter of growth. Peter has a proven track record of success and a mandate to reinvigorate the business and restore operating margins. We are confident that with our consistent cash generation, ample liquidity, solid balance sheet, and our compelling offerings to customers, Monro will achieve its potential as a premier automotive service provider under Peter’s leadership.”
Fitzsimmons said, “Monro has shown impressive durability through business cycles and benefits from a low leverage profile, nation-wide presence and important strategic relationships. I look forward to working with the Board and management team to improve Monro’s performance and unlock its full value.”
Mellor continued, “We appreciate Mike Broderick’s commitment to Monro and thank him for his contributions. We wish him all the best.”
Fitzsimmons has been appointed as President and CEO in connection with, and as part of a strategic consulting engagement with AlixPartners, LLP and its affiliate AP Services, LLC.
About Peter Fitzsimmons
Peter Fitzsimmons is a Partner and Managing Director of AlixPartners, a global consulting firm that specializes in helping businesses address challenges, where he has served in client-focused leadership roles advising companies across a wide range of industries including automotive and industrial, retail, telecom, software, consumer products and financial services. He rejoined AlixPartners in 2020 after spending seven years with Tower Three Partners, an operationally-oriented private equity firm. Fitzsimmons first joined AlixPartners in 1995, and during his career with the firm has served as an advisor, CEO and CFO to clients undertaking significant transformations. He holds a BA from Harvard College and an MBA from the Tuck School of Business at Dartmouth College.
About Monro, Inc.
Monro, Inc. (NASDAQ: MNRO) is one of the nation’s leading automotive service and tire providers, delivering best-in-class auto care to communities across the country, from oil changes, tires and parts installation, to the most complex vehicle repairs. With a growing market share and a focus on sustainable growth, the Company generated almost $1.3 billion in sales in fiscal 2024 and continues to expand its national presence through strategic acquisitions and the opening of newly constructed stores. Across more than 1,250 stores and 8,500 service bays nationwide, Monro brings customers the professionalism and high-quality service they expect from a national retailer, with the convenience and trust of a neighborhood garage. Monro’s highly trained teammates and certified technicians bring together hands-on experience and state-of-the-art technology to diagnose and address automotive needs every day to get customers back on the road safely. For more information, please visit corporate.monro.com.
Cautionary Note Regarding Forward-Looking Statements
The statements contained in this press release that are not historical facts may contain statements of future expectations and other forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by such words and phrases as “anticipate,” “could,” “expect,” “intend,” “may,” “potential,” “will,” and other similar words or phrases. Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed. These factors include, but are not necessarily limited to the Company’s ability to improve its performance and shareholder value and other factors set forth elsewhere in the Company’s Securities and Exchange Commission filings, including the Company’s annual report on Form 10-K for the fiscal year ended March 30, 2024. Except as required by law, the Company does not undertake and specifically disclaims any obligation to update any forward-looking statement to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
Source: Monro, Inc.
MNRO-Corp