8-K

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 9, 2007

MONRO MUFFLER BRAKE, INC.
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of incorporation) 0-19357
(Commission File Number) 16-0838627
(I.R.S. Employer Identification No.)

200 Holleder Parkway, Rochester, New York
(Address of principal executive offices) 14615
(Zip Code)

(585) 647-6400
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, 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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

     Effective August 9, 2007, the Board of Directors of Monro Muffler Brake, Inc. (the “Company”) amended certain provisions (the “Amendment”) of the Company’s 2007 Stock Incentive Plan (the “Plan”), which Plan has been submitted to the Company’s shareholders for approval at the Company’s August 21, 2007 annual meeting of shareholders. The Amendment was effected in response to feedback the Company received from Institutional Shareholder Services (“ISS”). In particular, ISS viewed the Plan as permitting the Company to reprice options without shareholder approval and the number of shares of the Company’s Common Stock available for award under the Plan resulted in a potential transfer of shareholder value that exceeded ISS’ current guidelines. Pursuant to the Amendment, (i) Section 2.2 of the Plan has been amended to limit the aggregate number of shares of the Company’s common stock that may be issued pursuant to the Plan to 388,000 and (ii) Section 2.3 of the Plan has been deleted. The Amendment is attached hereto as Exhibit 99.1.

Item 9.01: Financial Statements and Exhibits

     (d) Exhibits.

     Exhibit 99.1 Amendment to 2007 Stock Incentive Plan dated August 9, 2007.

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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 MUFFLER BRAKE, INC.
(Registrant)

/s/Catherine D’Amico

Catherine D’Amico

Executive Vice President — Finance

Date: August 9, 2007

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EX-99.1

Exhibit 99.1

MONRO MUFFLER BRAKE, INC.
2007 STOCK INCENTIVE PLAN
AMENDMENT No. 1

Dated as of August 9, 2007

                    WHEREAS, Monro Muffler Brake, Inc. (the “Company”) maintains the Monro Muffler Brake, Inc. 2007 Stock Incentive Plan (the “Plan”) to secure for the Company and its shareholders the benefits of the incentive inherent in increased common stock ownership by members of the Company’s Board of Directors (the “Board”) and employees of the Company;

                    WHEREAS, pursuant to Article 11 of the Plan, the Board may amend the Plan provided that any amendment that would (i) materially increase the aggregate number of shares which may be issued under the Plan, (ii) materially increase the benefits accruing to employees under the Plan, or (iii) materially modify the requirements as to eligibility for participation in the Plan, shall be subject to the approval of the Company’s shareholders;

                    WHEREAS, the Board desires to amend the Plan to (i) reduce the aggregate number of shares which may be issued under the Plan and (ii) eliminate the Compensation Committee of the Board’s ability to require, as a condition to a subsequent Award, the return of Awards previously granted under the Plan; and

                    WHEREAS, the Board believes that the amendment does not require approval of Monro Muffler Brake, Inc.’s stockholders because the amendment will not (i) materially increase the aggregate number of shares which may be issued under the Plan, (ii) materially increase the benefits accruing to employees under the Plan, or (iii) materially modify the requirements as to eligibility for participation in the Plan;

                    NOW, THEREFORE, pursuant to and in exercise of the authority retained by the Board under Article 11 of the Plan, the Plan is hereby amended, effective August 9, 2007, to provide as follows:

1.	The first sentence of Section 2.2 of the Plan is hereby amended by replacing 575,000 with 388,000.
2.	Section 2.3 shall be deleted in its entirety.
3.	The Plan, except as otherwise set forth herein, shall remain in full force and effect in all other respects.

                    IN WITNESS WHEREOF, the Board has caused this Amendment to be executed, to be effective as of the day and year first written above.

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