Form 8-K

MONRO, INC.

(Registrant)

August 20, 2018

/s/ Maureen E. Mulholland

Maureen E. Mulholland

Senior Vice President – General Counsel and Secretary

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 14, 2018

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.)

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):

☐	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))

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 5.07

Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders (“Annual Meeting”) of Monro, Inc. (the “Company”) was held on August 14, 2018. At the Annual Meeting, the Company’s shareholders voted on each of the matters described below. Approximately 30,751,101 shares (representing 93.5% of total shares outstanding and entitled to vote) were present at the Annual Meeting either in person or by proxy.

1. The Company’s shareholders elected four directors to Class 1 of the Board of Directors to serve a two-year term, until their successors have been elected and qualified at the 2020 annual meeting of shareholders. The number of shares 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	27,911,580	289,560	2,549,961
Donald Glickman	23,501,360	4,699,780	2,549,961
Lindsay N. Hyde	27,912,756	288,384	2,549,961
Brett T. Ponton	27,595,412	605,728	2,549,961

2. 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 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
22,292,207	5,830,324	78,584	2,549,961

3. 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 30, 2019. The number of shares 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
30,251,986	431,659	66,879

Item 8.01

Voluntary Disclosure of Other Events

On August 14, 2018, the Board of Directors declared a quarterly cash dividend of $.20 per share for the second quarter of the Company’s 2019 fiscal year, ending March 30, 2019. The dividend is payable on September 6, 2018 to shareholders of record as of August 27, 2018, 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

(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 announcing the quarterly cash dividend, dated August 15, 2018.

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.