Item 2.02 Results of Operations and Financial Condition
On July 28, 2021, Monro, Inc. (the "Company") issued a press release announcing
its financial results for the first quarter and fiscal year ended March 26,
2022. A copy of the press release is furnished herewith as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 30, 2021, the Compensation Committee of the Board of Directors of Monro,
Inc. (the "Company") approved changes to the long-term incentive program for its
officers to increase the total potential value of long-term equity incentive
compensation officers have the opportunity to earn in the Company's fiscal year
ending March 26, 2022. In Fiscal 2021, as a result of the impact of COVID-19 on
the Company's operating performance and the difficulty in setting long-term
performance goals, the Compensation Committee determined the most appropriate
mix and weighting of long-term equity incentives would be 50% time-vested
restricted stock units and 50% stock options. In Fiscal 2020, the Compensation
Committee determined the most appropriate mix and weighting of long-term equity
incentives would be 30% stock options, 30% time-vested restricted stock units
and 40% performance-vesting restricted stock units. For Fiscal 2022, the
Compensation Committee determined that it was now possible for the Company to
set long-term performance goals, and that the most appropriate mix and weighting
of long-term equity incentives for our executive officers will be 25% stock
options, 25% time-vested restricted stock units and 50% performance-vesting
restricted stock units. The Compensation Committee did not change the grant date
fair value of stock options or the time-vesting restricted stock units from
fiscal 2021, but the inclusion of performance-vesting stock units had the impact
of doubling (or increasing the value of the award by one-third in the case of
Mr. Tripoli) the potential long-term equity incentive compensation that may be
earned in Fiscal 2022. Pursuant to this change, the Compensation Committee
granted performance-vesting restricted stock units ("PSUs") to the Company's
named executive officers with the respective grant date values set forth below:
• Michael T. Broderick, President and Chief Executive Officer, $400,000;
• Brian J. D'Ambrosia, Executive Vice President - Chief Financial Officer,
$350,000;
• Robert J. Rajkowski, Executive Vice President - Chief Operating Officer,
$300,000;
• Maureen E. Mulholland, Executive Vice President - Chief Legal Officer,
$300,000; and
• Daniel Tripoli, Senior Vice President - Retail Operations, $100,000.
The PSUs were granted pursuant to the Company's Amended and Restated 2007 Stock
Incentive Plan and will vest on July 30, 2024 based on the attainment of goals
based on the Company's three-year average annual pre-tax return on invested
capital ("ROIC"). In addition, the Compensation Committee determined to increase
the base salary for Ms. Mulholland, our Executive Vice President - Chief Legal
Officer, from $300,000 to $340,000 effective as of June 1, 2021.
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Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) The following is a list of exhibits furnished with this Current Report
on Form 8-K:
Exhibit
No. Description
99.1 Press release, dated July 28, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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