Monro (MNRO) Proxy filing summary

Executive summary

• Fiscal 2026 saw stabilization with positive comparable store sales for the first time in three years, closure of 145 underperforming stores, and improved inventory management.

• Key initiatives included digital marketing expansion, enhanced customer experience via ConfiDrive inspections, and a strategic reset of tire and parts assortments.

• Leadership team was strengthened with new talent and internal promotions across merchandising, marketing, stores, and finance.

• Proceeds of $25 million were realized from real estate dispositions, with further monetization expected.

• Ongoing focus on profitability, cash flow, and leveraging economies of scale to drive long-term shareholder value.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors, approve executive compensation on an advisory basis, and ratify the appointment of PricewaterhouseCoopers LLP as independent auditor.

• Board recommends voting FOR all director nominees and proposals.

• Shareholder proposals for the 2027 meeting must be submitted between February 11 and April 12, 2027.

Board of directors and corporate governance

• Board consists of nine directors, eight of whom are independent; annual elections began in 2025.

• Recent governance actions include elimination of dual class structure, adoption of a short-term shareholder rights plan, and issuance of the sixth annual ESG report.

• Board diversity includes three female directors and representation of African American/Black backgrounds.

• Committees (Audit, Compensation, Nominating & Corporate Responsibility, Executive) are fully independent and meet regularly.

• Stock ownership guidelines and anti-hedging/pledging policies are in place for directors and executives.