Not independent
Tenure on this board
0.6 yrs
Meeting calendar
MNRO · Annual meeting · Tuesday, August 11, 2026
Monro Inc
8 nominees · 3 ballot items.
Election of eight directors; advisory approval of executive compensation (say-on-pay); ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm.
Market cap
$515M
1Y TSR
+7.7%
Board grade
C-
Record date
Jun 22, 2026
Filing
DEF 14A
Filed Jul 2, 2026 · DEF 14A
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect eight directors to the Board to serve until the 2027 annual meeting.
- 2
Advisory Vote to Approve Executive Compensation
ManagementBoard: FORNon-binding, advisory vote to approve the compensation paid to the Company’s named executive officers for fiscal 2026 (say-on-pay).
More detail
This proposal requests a non-binding advisory approval of the company’s executive compensation as disclosed in the proxy including CD&A, tables and narrative. Management seeks shareholder affirmation that its pay-for-performance approach—emphasizing incentive-based pay through annual cash incentives tied to adjusted operating income and comparable store sales and long-term incentives concentrated in PSUs and RSUs tied to rTSR and Adjusted EBITDA—appropriately aligns executives with shareholder interests. The Compensation Committee and Board recommend FOR based on sustained high prior say-on-pay support (98% in 2025), benchmarking to peers, retention needs amid business transformation, and governance safeguards (clawback policy, limited single-trigger change-in-control benefits). The company notes notable context: conversion of Class C preferred shares eliminating dual-class structure, strategic hires, and a CEO hired via AlixPartners engagement then directly employed, whose initial equity grants contain special make-whole and certain change-in-control vesting features. The Board rationalizes the recommendation by emphasizing performance-based design (majority of pay at risk), retention through multi-year awards, and shareholder feedback integration, while acknowledging the non-binding nature of the vote and committing to consider significant negative votes.
- 3
Ratification of Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the re-appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2027.
Director elections
Nominees on the ballot8
Independent
Tenure on this board
8.9 yrs
Independent
Tenure on this board
5.9 yrs
Independent
Tenure on this board
13.6 yrs
Independent
Tenure on this board
15.9 yrs
Independent
Tenure on this board
2.4 yrs
Also a director at
Flowserve Corp (FLS)
Independent
Tenure on this board
42.0 yrs
Independent
Tenure on this board
3.4 yrs
Also a director at
Granite Point Mortgage Trust Inc (GPMT)Acadia Realty Trust (AKR)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ICAHN CARL CActivist | 16.9% | 5,078,573 | $81M |
| 2 | BlackRock, Inc. | 10.3% | 3,101,894 | $50M |
| 3 | GAMCO INVESTORS, INC. ET AL | 8.4% | 2,517,902 | $40M |
| 4 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 5.2% | 1,548,270 | $25M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.6% | 1,377,411 | $22M |
| 6 | STATE STREET CORP | 4.6% | 1,375,921 | $22M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 1,261,853 | $20M |
| 8 | BlackRock, Inc. | 3.4% | 1,031,169 | $17M |
| 9 | HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND | 3.0% | 900,000 | $14M |
| 10 | MORGAN STANLEY | 3.0% | 898,672 | $14M |
Peers
Nearest market capOther Consumer Cyclical sector meetings6
Upcoming shareholder meetings at Monro Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Xmax IncXMAX
Special meeting·Jul 24, 2026·$582M
Genesco IncGCO
Annual meeting·Jul 21, 2026·$377M
Olaplex Holdings IncOLPX
Annual meeting·Jul 9, 2026·$1.4B
Capri Holdings LtdCPRI
Annual meeting·Jul 29, 2026·$2.1B
Driven Brands Holdings IncDRVN
Annual meeting·Jul 28, 2026·$2.3B
Cavco Industries IncCVCO
Annual meeting·Jul 28, 2026·$4.6B
Reference
Frequently asked questions
- When is the Monro Inc 2026 annual meeting?
- Monro Inc (MNRO) holds its 2026 annual shareholder meeting on Tuesday, August 11, 2026.
- What is the record date for the Monro Inc 2026 meeting?
- The record date for the Monro Inc 2026 meeting is Monday, June 22, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Monro Inc's 2026 meeting?
- The board is presenting 8 director nominees at the Monro Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Monro Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Monro Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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