MONRO, INC. — Proxy Solicitation & Information Statement 2021

Jul 8, 2021

DEFA14A 1 d171243ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party Other Than the Registrant ☐

Check the Appropriate Box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Monro, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

☒	No fee required
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed

D56902-P57991

Your Vote Counts!

MONRO, INC.

2021 Annual Meeting

Vote by August 16, 2021

11:59 PM ET

You invested in MONRO, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on August 17, 2021.

Get informed before you vote

View the Notice, Proxy Statement and the 2021 Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to August 3, 2021. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

Smartphone users	●
Point your camera here and	August 17, 2021
vote without entering a	10:00 AM
control number
●	Virtually at: www.virtualshareholdermeeting.com/MNRO2021

• Please check the meeting materials for any special requirements for meeting attendance.

V1

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Voting Items		Board — Recommends
1.	Elect four directors to Class 2 of the Board of Directors to serve a two-year term and until their successors are duly elected and qualified at the
2023 annual meeting of shareholders;
	Nominees:	For
	01) Frederick M.
Danziger 04) Peter J. Solomon 02) Stephen
C. McCluski 03) Robert E. Mellor
2.	Elect Michael T. Broderick to
Class 1 of the Board of Directors to serve the remainder of that term and until his respective successor has been duly elected and qualified at the 2022 annual meeting of shareholders;	For
	Nominee:
	05) Michael T. Broderick
3.	Approve, on a non-binding, advisory basis, the compensation paid to the Company’s named executive
officers;	For
4.	Ratify the re-appointment of PricewaterhouseCoopers LLP as the independent registered public accounting
firm of the Company for the fiscal year ending March 26, 2022;	For
5.	Shareholder Proposal – Proposal for Board to adopt recapitalization plan;	None
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

D56903-P57991