8-K

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): February 15, 2024

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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $.01 per share

MNRO

The Nasdaq Stock Market

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 15, 2024, the Board of Directors (“Board”) of Monro, Inc. (the “Company”) increased the size of its Board from eight to nine and appointed Thomas B. Okray to the Board. Mr. Okray will serve on the Executive Committee of the Board. As a non-employee member of the Board, Mr. Okray is entitled to the director compensation disclosed in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on July 6, 2023. There are no arrangements or understandings between Mr. Okray and any other person pursuant to which he was selected to serve on the Board. There are no transactions in which the Company is a party and in which Mr. Okray has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

On February 15, 2024, the Company issued a press release announcing Thomas B. Okray’s appointment. A copy of the press release is filed herewith as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits


Exhibit No.		Description

99.1		Press release issued by the Company on February 15, 2024

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)

February 15, 2024	By:	/s/ Maureen E. Mulholland
		Maureen E. Mulholland,
		Executive Vice President – Chief Legal Officer and Secretary