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 21, 2007

MONRO MUFFLER BRAKE, 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.)

200 Holleder Parkway, Rochester, New York		14615
(Address of Principal Executive Offices)	(Zip Code)
Registrant’s telephone number, including area code	(585) 647-6400

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):

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

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

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

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

Item 5.02  Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On August 21, 2007 the Board of Directors, upon the recommendation of the Company’s Nominating Committee, elected Elizabeth A. Wolszon to the Board, effective immediately. She replaces Robert E. Mellor who resigned from the Board as of August 21, 2007. Additionally, Ms. Wolszon will serve on the Company’s Compensation and Nominating Committees.

     As a non-employee member of the Company’s Board, Ms. Wolszon is entitled to the director compensation disclosed in the Company’s Proxy Statement, filed July 16, 2007. On August 22, 2007, the Company issued a press release announcing the election of Ms. Wolszon to the Board. A copy of the press release is furnished herewith as Exhibit 99.1.

     On August 21, 2007, at the Annual Meeting of Shareholders of the Company, the Company’s shareholders approved the Company’s 2007 Stock Incentive Plan (the “2007 Plan”). The 2007 Plan provides for the grant to employees and non-employee directors of stock options and restricted stock, which are collectively referred to in this report as awards. The 2007 Plan will replace the Company’s 1998 Employee Stock Option Plan and the 2003 Non-Employee Directors’ Stock Option Plan (the “Prior Plans”). Up to 388,000 shares of common stock of the Company, plus any shares available for award under the Prior Plans, may be issued as awards under the 2007 Plan. The 2007 Plan will be administered by the Compensation Committee.

     The exercise price of all stock options granted under the 2007 Plan must be at least equal to the fair market value of the Company’s common stock on the date of grant. The 2007 Plan generally does not permit a change in the exercise price of any option previously granted except in the case of certain specified events, such as a stock split or merger, and as otherwise permitted under the applicable section of the Internal Revenue Code.

     The 2007 Plan permits shares of common stock purchased upon the exercise of options to be paid (i) in cash, (ii) through a broker-facilitated cashless exercise procedure, (iii) by delivery of shares owned by the optionee, provided any ownership requirements have been met, or (iv) a combination of cash and shares.

     The description of the 2007 Plan described in this report does not purport to be complete and is qualified in its entirety by the language of the 2007 Plan, which is incorporated herein by reference to (i) the Company’s Proxy Statement on Schedule 14A, filed on July 16, 2007 and (ii) the Company’s Supplement to the Proxy Statement, filed on August 10, 2007.

Item 8.01  Other Events

     On August 21, 2007, the Board of Directors elected Robert G. Gross as Chairman of the Board, effective immediately. On August 22, 2007, the Company issued a press release announcing the election of Mr. Gross as Chairman of the Board. A copy of the press release is furnished herewith as Exhibit 99.1.

     Also, the Board declared a three-for-two stock split of the Company’s common stock in the form of a 50% stock dividend payable to shareholders of record at the close of business on September 21, 2007. On August 22, 2007, the Company issued a press release announcing the three-for-two stock split. Further details are set forth in the press release furnished herewith as Exhibit 99.2.

Item 9.01  Financial Statements and Exhibits

     (a)  Not Applicable

     (b)  Not Applicable

     (c)  The following is a list of exhibits furnished with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Press Release regarding Board elections, dated August 22, 2007.
99.2	Press Release regarding stock split, dated August 22, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MONRO MUFFLER BRAKE, INC.
                  (Registrant)

August 23, 2007	By:	/s/ Catherine D’Amico
		Catherine D’Amico
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CONTACT:	Robert Gross President and Chief Executive Officer (585) 647-6400
	Catherine D’Amico EVP of Finance and Chief Financial Officer (585) 647-6400
	Leigh Parrish/Caren Barbara FD (212) 850-5600

FOR IMMEDIATE RELEASE

MONRO MUFFLER BRAKE, INC. CEO ROBERT G. GROSS ELECTED CHAIRMAN

~ Peter J. Solomon Remains on Board as Director ~

~ Elizabeth A. Wolszon Elected to Board ~

     ROCHESTER, N.Y. — August 22, 2007 — Monro Muffler Brake, Inc. (Nasdaq: MNRO), a leading provider of automotive undercar repair and tire services, today announced that Robert G. Gross, 49, the Company’s President and Chief Executive Officer, has been elected as Chairman of the Board of Directors, effective immediately. Mr. Gross succeeds Peter J. Solomon, 68, who will remain on the Company’s Board as a Director. Mr. Gross will also continue to serve as President and Chief Executive Officer, a position he has held since 1998.

     Peter J. Solomon, Director, commented, “We are delighted to announce the well-deserved election of Rob Gross as Chairman of Monro. In his role as President and CEO, Mr. Gross has done an outstanding job of building Monro through a combination of strategic acquisitions and organic growth, while expanding Monro’s reputation as a trusted service provider. We are confident that Rob’s election will serve to benefit the long-term growth of the Company as well as serve to maximize return on investment for our shareholders.”

     Robert G. Gross, Chairman, President and Chief Executive Officer commented, “I thank Peter for his tremendous support, guidance and leadership throughout his tenure as Chairman and I look forward to continuing to work with him in his role as Director. I appreciate the confidence the Board of Directors demonstrated in appointing me Chairman and am very pleased to take on this additional role with the

Company. I look forward to continuing our Company’s focus on strategic growth and further solidifying our strong market share position.”

     Separately, the Board of Directors has elected Ms. Elizabeth A. Wolszon, 53, to the Board of Directors. Ms. Wolszon will serve on Monro’s Compensation and Nominating Committees. She replaces Mr. Robert E. Mellor, 63, who resigned from the Board in order to devote more time to other professional duties. Ms. Wolszon has a distinguished career that spans 30 years and includes leadership positions in marketing and strategic planning. Her most recent position was Senior Vice President of Marketing, Human Resources & Strategic Planning for the Safelite Group, Inc., the nation’s largest provider of auto glass repair and replacement services . Previously, Ms. Wolszon was the Senior Vice President of Marketing for Western Auto Supply Company, a leading retailer and wholesaler of automotive aftermarket products. She began her career at Procter & Gamble before moving to McKinsey & Co. as a consultant.

     Mr. Gross concluded, “We thank Mr. Mellor for his distinguished service and are pleased to add Ms. Wolszon to our Board. We believe that our Company stands to benefit significantly from Ms. Wolszon’s extensive professional experience and, in particular, her expertise in marketing and the automotive industry.”

About Monro Muffler Brake

     Monro Muffler Brake operates a chain of stores providing automotive undercar repair and tire services in the United States, operating under the brand names of Monro Muffler Brake and Service, Mr. Tire and Tread Quarters Discount Tires. The Company currently operates 714 stores and has 14 dealer locations in New York, Pennsylvania, Ohio, Connecticut, Massachusetts, West Virginia, Virginia, Maryland, Vermont, New Hampshire, New Jersey, North Carolina, South Carolina, Indiana, Rhode Island, Delaware, Maine and Michigan. Monro’s stores provide a full range of services for exhaust systems, brake systems, steering and suspension systems, tires and many vehicle maintenance services.

      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 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, product demand, dependence on and competition within the primary markets in which the Company’s stores are located, the need for and costs associated with store renovations and other capital expenditures, the effect of economic conditions, the impact of competitive services and pricing, product development, parts supply restraints or difficulties, industry regulation, risks relating to leverage and debt service (including sensitivity to fluctuations in interest rates), continued availability of capital resources and financing, risks relating to integration of acquired businesses and other factors set forth elsewhere herein and in the Company’s Securities and Exchange Commission filings, including the report on Form 10-K for the fiscal year ended March 31, 2007.

EX-99.2

Exhibit 99.2

CONTACT:	Robert Gross President and Chief Executive Officer (585) 647-6400
	Catherine D’Amico EVP of Finance and Chief Financial Officer (585) 647-6400
	Leigh Parrish/Caren Barbara FD (212) 850-5600

FOR IMMEDIATE RELEASE

MONRO MUFFLER BRAKE, INC. DECLARES THREE-FOR-TWO STOCK SPLIT

     ROCHESTER, N.Y. — August 22, 2007 — Monro Muffler Brake, Inc. (Nasdaq: MNRO), a leading provider of automotive undercar repair and tire services, today announced that its Board of Directors has declared a three-for-two stock split of the Company’s common stock in the form of a 50% stock dividend payable to shareholders of record at the close of business on September 21, 2007. The additional shares will be distributed on October 1, 2007. Payment for fractional shares will also be distributed on this date. The stock split was subject to shareholder approval of an increase in the number of authorized common shares from 20,000,000 to 45,000,000. Shareholders voted in favor of this increase at the Company’s regularly scheduled Annual Shareholders’ Meeting on August 21, 2007.

     Shareholders will receive one additional common share for every two shares held on the record date. Prior to the split Monro Muffler Brake, Inc. had approximately 13,892,000 shares outstanding on August 17, 2007. Upon completion of the stock split, Monro will have approximately 20,838,000 shares outstanding.

About Monro Muffler Brake

     Monro Muffler Brake operates a chain of stores providing automotive undercar repair and tire services in the United States, operating under the brand names of Monro Muffler Brake and Service, Mr. Tire and Tread Quarters Discount Tires. The Company currently operates 714 stores and has 14 dealer locations in New York, Pennsylvania, Ohio, Connecticut, Massachusetts, West Virginia, Virginia, Maryland, Vermont, New Hampshire, New Jersey, North Carolina, South Carolina, Indiana, Rhode Island, Delaware, Maine and Michigan. Monro’s stores provide a full range of services for exhaust systems, brake systems, steering and suspension systems, tires and many vehicle maintenance services.

      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 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, product demand, dependence on and competition within the primary markets in which the Company’s stores are located, the need for and costs associated with store renovations and other capital expenditures, the effect of economic conditions, the impact of competitive services and pricing, product development, parts supply restraints or difficulties, industry regulation, risks relating to leverage and debt service (including sensitivity to fluctuations in interest rates), continued availability of capital resources and financing, risks relating to integration of acquired businesses and other factors set forth elsewhere herein and in the Company’s Securities and Exchange Commission filings, including the report on Form 10-K for the fiscal year ended March 31, 2007.