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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): August 12, 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 |
||
| 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 12, 2025, Monro, Inc. (the “Company”) and Nicholas Hawryschuk, the Company’s Senior Vice President – Operations, entered into a letter agreement (the “Agreement”) pursuant to which Mr. Hawryschuk is entitled to certain payments upon termination or a change in control of the Company. A copy of the Agreement is attached to this Current Report as Exhibit 10.68 and incorporated herein by reference.
Under the Agreement, if Mr. Hawryschuk is terminated without Cause or resigns for Good Reason (both as defined in the Agreement) and signs a general release in favor of the Company, he is entitled to (1) base salary earned through the date of termination; (2) one year’s annual base salary; (3) pro rata bonus based on the number of days he was employed during the applicable fiscal year; (4) the immediate vesting of time-vesting equity awards, exercisable for 90 days after the separation date; and (5) the pro rata portion of performance-vesting equity awards based on the performance period and achievement of applicable performance goals. Mr. Hawryschuk will be entitled to the same compensation if he is terminated or resigns for Good Reason within two years of a Change in Control (as defined in the Agreement), except that he will be entitled to two years of base salary payable after the separation date instead of one year.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2025 Annual Meeting of Shareholders (“Annual Meeting”) of the Company was held on August 12, 2025. At the Annual Meeting, the Company’s holders of common stock voted on each of the matters described below. Approximately 26,795,000 shares (representing 89% 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 nominees to serve until their successors have been duly elected and qualified at the Company’s 2026 Annual Meeting of Shareholders. 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 |
|||||||||
| John L. Auerbach |
20,098,440 | 4,758,002 | 1,938,605 | |||||||||
| Lindsay N. Hyde |
20,564,047 | 4,292,395 | 1,938,605 | |||||||||
| Leah C. Johnson |
20,734,348 | 4,122,094 | 1,938,605 | |||||||||
| Stephen C. McCluski |
19,690,454 | 5,165,988 | 1,938,605 | |||||||||
| Robert E. Mellor |
20,139,929 | 4,716,513 | 1,938,605 | |||||||||
| Thomas B. Okray |
21,006,842 | 3,849,600 | 1,938,605 | |||||||||
| Peter J. Solomon |
20,398,979 | 4,457,463 | 1,938,605 | |||||||||
| Hope B. Woodhouse |
22,213,887 | 2,642,555 | 1,938,605 | |||||||||
2. The Company’s shareholders voted to approve an amendment to the Company’s Amended and Restated 2007 Stock Incentive Plan to increase the number of shares available for issuance. The number of shares of common stock that voted for or against, or that abstained from voting on, the plan amendment, as well as the number of broker non-votes, are set forth in the table below.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
| 21,079,991 | 1,879,777 | 1,896,674 | 1,938,605 |
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 |
|||
| 22,403,043 | 478,980 | 1,974,419 | 1,938,605 |
4. 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 28, 2026. 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 |
||
| 23,947,981 | 963,533 | 1,883,533 |
| Item 8.01 | Other Events. |
On August 12, 2025, the Board of Directors declared a quarterly cash dividend of $.28 per share for the second quarter of the Company’s 2026 fiscal year, ending March 28, 2026. The dividend is payable on September 9, 2025 to shareholders of record as of August 26, 2025, including shares of common stock to which the holders of the Company’s Class C Convertible Preferred Stock are entitled. A copy of the press release announcing the quarterly cash dividend is furnished herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are furnished as part of this Report:
| Exhibit Number |
Description |
|
| 10.68 | Letter agreement regarding severance benefits, effective August 12, 2025 between the Company and Nicholas Hawryschuk | |
| 99.1 | Press release announcing quarterly cash dividend, dated August 13, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| + | Management contract or compensatory plan or arrangement. |
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) | ||||||
| August 13, 2025 | By: | /s/ Maureen E. Mulholland |
||||
| Maureen E. Mulholland | ||||||
| Executive Vice President – Chief Legal Officer and Secretary | ||||||
Exhibit 10.68
|
295 Woodcliff Drive, Suite 202, Fairport, NY 14450 | www.monro.com |
August 12, 2025
Nicholas Hawryschuk
Dear Nick:
This letter will document certain terms with respect to your employment as Senior Vice President, Operations (“SVP - Operations”) that Monro, Inc. (the “Company”) would like to provide to you:
| 1. | Termination without Cause or with Good Reason – If your employment is terminated (a) by the Company without Cause (as defined herein), or (b) by you with Good Reason (as defined herein), the Company shall pay (in the normal course) to you the following amounts or benefits: |
| a. | to the extent not yet paid, your base salary through the date of termination at the rate in effect on the date of termination; |
| b. | one year’s annual base salary (as in effect as of the date of termination, the “Base Salary”), payable as follows, (x) a lump sum payment six months following such termination equal to six months of Base Salary and (y) following such six month period, continued payment of Base Salary (payable in accordance with the Company’s payroll practice) for the remaining six months; |
| c. | payment of a pro rata bonus to which you are entitled, calculated as the bonus you would have received under the Company’s bonus plan, based on the Company’s actual performance during such fiscal year, had you 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 you were so employed and the denominator of which shall be the number of days in such fiscal year (the “Pro Rata Bonus”); and |
| d. | any and all stock options that have been granted to you (that have neither expired nor been previously exercised by you) through the termination date shall be deemed fully vested on such termination date and exercisable for a period of 90 days following such date (but, in no case, beyond each such option’s specified expiration date), all in accordance with the other terms of any such plan or grant. |
All payments to be provided to you hereunder shall be subject to your execution of a general release and waiver of claims against the Company, its officers, directors, employees and agents from any and all liability arising from your employment relationship with the Company (which release will include an agreement between both parties not to disparage the other) that is not revoked (a “General Release”).
| 2. | Change in Control – If, within two years after a Change in Control (as defined herein) of the Company, (A) your employment is terminated without Cause or (B) you resign following: |
(i) a material diminution in your duties as SVP-Operations; or
(ii) in the case of the sale of the Company, you either: (a) are not offered a comparable position by the buyer; or (b) are required by the buyer to be based anywhere beyond 50 miles from the Company’s current offices in Rochester, New York (except for required travel on Company business to an extent substantially consistent with that preceding the Change in Control), (either (i) or (ii), a “Resignation for Good Cause”), then you shall be entitled to the benefits described below.
Upon a termination without Cause in a Change in Control or a Resignation for Good Cause described above, you will receive in one lump sum amount, unless otherwise noted:
| a. | to the extent not yet paid, your Base Salary through the date of termination at the rate in effect on the date of termination; |
| b. | two year’s Base Salary, payable as follows, (x) a lump sum payment six months following such termination or resignation equal to six months of Base Salary and (y) following such six-month period, continued payment of Base Salary (payable in accordance with the Company’s payroll practice) for the remaining 18 months; |
| c. | payment of the Pro Rata Bonus to which you are entitled, payable in the normal course; and |
| d. | any and all stock options that have been granted to you (that have neither expired nor been previously exercised by you) through the termination date shall be deemed fully vested on such termination date and exercisable for a period of 90 days following such date (but, in no case, beyond each such option’s specified expiration date), all in accordance with the other terms of any such plan or grant. |
All payments to be provided to you under this provision shall be subject to your execution of a General Release.
For purposes of this Letter Agreement, a “Change in Control” shall mean any of the following: (a) any person who is not an “affiliate” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) of the Company as of the date of this Letter Agreement becomes the beneficial owner, directly or indirectly, of 50% or more of the combined voting power of the then outstanding securities of the Company except pursuant to a public offering of securities of the Company; (b) the sale of the Company substantially as an entity (whether by sale of stock, sale of assets, merger, consolidation, or otherwise) to a person who is not an affiliate of the Company as of the date of this Agreement; or (c) there occurs a merger, consolidation or other reorganization of the Company with a person who is not an affiliate of the Company as of the date of this Agreement, and in which shareholders of the Company immediately preceding the merger hold less than 50% (the voting and consent rights of Class C Preferred Stock shall be disregarded in this calculation) of the combined voting power for the election of directors of the Company immediately following the merger. For purposes of this provision, the term “person” shall include a legal entity, as well as an individual. A Change in Control shall not be deemed to occur because of the sale or conversion of any or all of Class C Preferred Stock of the Company unless there is a simultaneous change described in clauses (a), (b) or (c) above.
For purposes of this Letter Agreement, “Cause” shall mean a determination by the Company in its discretion of one or more of the following: (i) dishonesty, including, without limitation, embezzlement, fraud or theft; (ii) gross negligence or willful disregard of duties or material failure to perform reasonably assigned duties; (iii) gross insubordination, willful disobedience or material breach of any of the Company rules, policies, practices, instructions, expectations, lawful directions; (iv) criminal activity, moral turpitude, conviction of a felony, plea of guilty or nolo contendere to a felony charge, or any criminal act involving moral turpitude; and/or (v) other egregious conduct contrary to the interests of the Company.
For purposes of this Letter Agreement, “Good Reason” means if you are able to document, to the reasonable satisfaction of the Company’s outside counsel, that the reason for such resignation is as a direct result of the Board of Directors or the Company’s Chief Executive Officer requiring you to act, or omit to act, in a way that you reasonably believes is illegal; provided, however, that a termination by you hereunder shall be effective only if, within thirty (30) days following the delivery of written notice of a termination for Good Reason by you to the Company, the Company has failed to cure the circumstances giving rise to the Good Reason.
The written notice of termination for Good Reason must specify in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated, if applicable.
| Very truly yours, |
| /s/ John Auerbach |
| John Auerbach |
| Chairman, Compensation Committee |
| Please acknowledge your agreement with the foregoing. |
| /s/ Nicholas Hawryschuk |
| Nicholas Hawryschuk |
Exhibit 99.1
|
|
295 Woodcliff Drive, Suite 202, Fairport, New York 14450 |
| CONTACT: | Investors and Media: Felix Veksler | |
| Vice President, Investor Relations | ||
| ir@monro.com |
FOR IMMEDIATE RELEASE
MONRO, INC. DECLARES QUARTERLY CASH DIVIDEND
FAIRPORT, N.Y. – August 13, 2025 – Monro, Inc. (Nasdaq: MNRO), a leading provider of automotive undercar repair and tire services, today announced that its Board of Directors has declared a quarterly cash dividend of $.28 per share on the Company’s outstanding shares of common stock, including the shares of common stock to which the holders of the Company’s Class C Convertible Preferred Stock are entitled. The dividend is payable on September 9, 2025 to shareholders at the close of business on August 26, 2025.
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 focus on sustainable growth, the Company generated approximately $1.2 billion in sales in fiscal 2025. 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.
Source: Monro, Inc.
MNRO-Fin
