UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.
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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).
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Shareholders (“Annual Meeting”) of the Company was held on August 17, 2021. At the Annual Meeting, the Company’s holders of common stock voted on each of the matters described below. Approximately 31,695,798 shares (representing 94.59% 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 elected four directors to Class 2 of the Board of Directors to serve a two-year term and until their successors have been duly elected and qualified at the 2023 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 |
|||||||||
| Frederick M. Danziger |
24,481,906 | 6,282,313 | 931,579 | |||||||||
| Stephen C. McCluski |
25,309,427 | 5,454,792 | 931,579 | |||||||||
| Robert E. Mellor |
22,593,025 | 8,171,194 | 931,579 | |||||||||
| Peter J. Solomon |
25,197,502 | 5,566,717 | 931,579 | |||||||||
2. The Company’s shareholders elected Michael T. Broderick to Class 1 of the Board of Directors to the remainder of that term and until his respective successor has been duly elected and qualified at the 2022 annual meeting of shareholders. The number of shares of common stock that (i) voted for his election and (ii) withheld authority to vote, as well as the number of broker non-votes, are set forth in the table below.
| Nominee | Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Michael T. Broderick |
30,555,441 | 208,778 | 931,579 | |||||||||
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 |
|||||||||
| 30,096,360 |
649,110 | 18,749 | 931,579 | |||||||||
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 26, 2022. 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 | ||||||
| 30,945,418 |
746,486 | 3,894 | ||||||
5. With respect to a shareholder proposal to adopt a recapitalization plan (the “Shareholder Proposal”),the number of shares of common stock that voted for or against, or that abstained from voting on, the Shareholder Proposal, as well as the number of broker non-votes, are set forth in the table below. Our Restated Certificate of Incorporation requires the approval of at least 60% of the shares of Class C Convertible Preferred Stock, voting as a separate class or unanimously consenting, to effect or validate any action taken by our common shareholders. The holders of our Class C Convertible Preferred Stock did not vote in favor of the Shareholder Proposal, such that it cannot be effected or validated.
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
|||||||||
| 26,301,725 |
3,542,700 | 803,841 | 1,047,532 | |||||||||
| Item 8.01 | Voluntary Disclosure of Other Events |
On August 17, 2021, the Board of Directors declared a quarterly cash dividend of $.26 per share for the second quarter of the Company’s 2022 fiscal year, ending March 26, 2022. The dividend is payable on September 7, 2021 to shareholders of record as of August 23, 2021, 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 18, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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, INC. | ||||||
| (Registrant) | ||||||
| August 19, 2021 | By: | /s/ Maureen E. Mulholland | ||||
| Maureen E. Mulholland, | ||||||
| Executive Vice President - Chief Legal Officer and Secretary | ||||||