Monro Announces Agreement to Eliminate Class C Preferred Stock - Seite 3

The recapitalization is subject to approval by holders of a majority of the outstanding shares of common stock unaffiliated with the Class C Holders and holders of a majority of the outstanding shares of Class C Preferred Stock. Under the terms of the agreement, the Class C Holders have agreed to vote to approve the recapitalization at the Annual Meeting.

Board Declassification Plan

The Company also announced today that the Board has unanimously approved an amendment to its Certificate of Incorporation and will recommend that the Company’s shareholders approve this amendment to declassify the Board, which is currently divided into two classes, with one class elected each year and each class serving two-year terms. Under its new structure, the Board would consist of only one class of directors, all of whom will serve one-year terms.

Mellor added, “We continue to assess potential actions to improve Monro’s governance, including adding director candidates to the Board who complement the skillsets and experience currently represented.”

The amendment to the Company’s Certificate of Incorporation to declassify the Board is subject to approval by at least two-thirds of the outstanding shares of common stock and at least 60% of the outstanding shares of Class C Preferred Stock. The Class C Holders are expected to vote to approve the declassification amendment at the Annual Meeting.

A complete description of the agreement and the declassification of the Board will be filed on Form 8-K with the Securities and Exchange Commission and included in the proxy statement for the Annual Meeting.

About Monro, Inc.

Monro, Inc. (NASDAQ: MNRO) is one of the nation’s leading automotive service and tire providers, delivering best-in-class auto care to communities across the country, from oil changes, tires and parts installation, to the most complex vehicle repairs. With a growing market share and a focus on sustainable growth, the Company generated approximately $1.3 billion in sales in fiscal 2023 and continues to expand its national presence through strategic acquisitions and the opening of newly constructed stores. Across approximately 1,300 stores and 9,000 service bays nationwide, Monro brings customers the professionalism and high-quality service they expect from a national retailer, with the convenience and trust of a neighborhood garage. Monro’s highly trained teammates and certified technicians bring together hands-on experience and state-of-the-art technology to diagnose and address automotive needs every day to get customers back on the road safely. For more information, please visit corporate.monro.com.