Monro Muffler Brake Shareholders Elect Eight Directors, Back Pay and PwC Ratification

Key Points

• Monro Muffler Brake shareholders elected all eight board nominees, who will serve until the 2027 annual meeting or until successors are elected.
• Shareholders also approved, on an advisory basis, the company’s named executive officer compensation and ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2027.
• Voting participation totaled approximately 89% of eligible voting power; Monro expects to file final results in a Form 8-K within four business days.

Monro Muffler Brake NASDAQ: MNRO shareholders elected eight directors, approved an advisory vote on named executive officer compensation and ratified PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm at the company’s 2026 annual meeting.

The virtual meeting was called to order shortly after 10 a.m. Eastern time on Aug. 11 by Robert Mellor, chairman of Monro’s board. Mellor acknowledged the attendance of board members Peter Solomon, John Auerbach, Peter Fitzsimmons, Lindsay Hyde, Leah Johnson, Stephen McCluski, Thomas Okray and Hope Woodhouse.

Maureen Mulholland, Monro’s executive vice president, chief legal officer and secretary, said the company again held its annual shareholder meeting virtually to reach a greater number of shareholders. Shareholders were able to attend through a web portal or by telephone.

Quorum and Voting

The board set June 22, 2026, as the record date for shareholders eligible to vote. As of that date, Monro had 31,246,875 shares of common stock outstanding and entitled to vote, Mulholland said.

According to the Inspector of Election, shares representing 27,772,871 votes were represented in person or by proxy, equal to approximately 89% of the voting power on the record date. The company said this level of participation established a quorum for the meeting.

Shareholders considered three proposals:

• The election of eight directors to serve until the 2027 annual meeting of shareholders and until their successors are elected and qualified.
• A non-binding advisory vote on compensation for the company’s named executive officers.
• Ratification of PricewaterhouseCoopers LLP as Monro’s independent registered public accounting firm for the fiscal year ending March 27, 2027.

Board Nominees Elected

Following the close of polls, Mulholland said preliminary voting results showed that shareholders had elected all eight nominees recommended by the board’s nominating committee. The elected directors were Peter Fitzsimmons, Lindsay Hyde, Leah Johnson, Stephen McCluski, Robert Mellor, Thomas Okray, Peter Solomon and Hope Woodhouse.

The nominating committee, which Monro said is composed entirely of independent directors, had recommended each of the eight candidates for election.

Shareholders also approved, on an advisory basis, compensation for the company’s named executive officers. In addition, they ratified the appointment of PricewaterhouseCoopers as Monro’s independent public accounting firm.

Final Results to Be Filed

Mulholland said Monro plans to report final voting results in a Form 8-K filing within four business days of the meeting.

Monro opened the meeting for shareholder questions and comments concerning agenda items after the formal business was concluded. No further questions were presented, and the meeting was closed.

About Monro Muffler Brake (NASDAQ:MNRO)

Monro Muffler Brake NASDAQ: MNRO is a leading provider of undercar repair and maintenance services for light vehicles in the United States. The company's core offerings include brake systems, exhaust systems, steering and suspension repairs, tire sales and service, oil and lube changes, wheel alignment, multi-point inspections, and state vehicle inspections. Monro serves both retail customers and fleet accounts, focusing on fast, reliable service and preventive maintenance to help extend vehicle life and safety.

Headquartered in Rochester, New York, Monro was originally founded in 1957 and has grown through a combination of organic expansion and strategic acquisitions.

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