Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of President, Chief Executive Officer and Director
On August 1, 2020, Brett T. Ponton resigned as President and Chief Executive
Officer of Monro, Inc. (the "Company"), effective as of August 19, 2020. In
connection therewith, Mr. Ponton also tendered his resignation as a member of
the Board of Directors of the Company (the "Board"), effective as of August 5,
2020.
Election of Interim Chief Executive Officer
On August 5, 2020, the Board elected Robert E. Mellor as interim Chief Executive
Officer of the Company, effective as of August 19, 2020 until the Board elects a
permanent President and Chief Executive Officer of the Company.
Mr. Mellor, 76, has served as Chairman of the Board since June 2017 and as a
member of the Board since April 2010. He was Chairman of the board of directors
and Chief Executive Officer of Building Materials Holding Corporation, a leading
provider of building materials and construction services to professional home
builders and contractors, from March 1997 until January 2010, where he had also
served as a director since 1991. He was previously of counsel with the law firm
of Gibson, Dunn & Crutcher LLP, from 1990 through February 1997. Mr. Mellor also
serves as Non-Executive Chairman of the board of directors of Coeur Mining, Inc.
Mr. Mellor has also served as Chair of the Nominating and Corporate Governance
Committee of the Board and a member of the Audit, Compensation, and Executive
Committees of the Board. While serving as interim Chief Executive Officer,
Mr. Mellor will serve as Executive Chairman of the Board and will continue to
serve as a member of the Executive Committee. Effective as of August 18, 2020,
he will resign from the Nominating and Corporate Governance, Audit, and
Compensation Committees.
There are no family relationships between Mr. Mellor and any director or
executive officer of the Company, and he does not have any direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
The details of Mr. Mellor's compensation as interim Chief Executive Officer have
not been determined as of the date hereof. The Company will file an amendment to
this Form 8-K to report any material plan, contract or arrangement to which
Mr. Mellor is a party that is entered into in connection with his appointment as
interim Chief Executive Officer.
Election of New Class 1 Director
On August 5, 2020, the Board, upon recommendation of the Nominating and
Corporate Governance Committee, elected Leah C. Johnson to the Board as a
Class 1 Director, effective immediately, to fill the current vacancy on the
Company's Board. Ms. Johnson will serve until her successor has been elected and
qualified at the 2020 Annual Meeting of Shareholders.
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Ms. Johnson, 57, brings extensive knowledge and experience in corporate strategy
and communications, public affairs and marketing to the Board. She has served as
Chief Communications and Marketing Officer of Lincoln Center for the Performing
Arts, an internationally renowned performing arts institution, since July 2019.
She was previously Chief Executive Officer of LCJ Solutions, LLC, a strategic
communications consulting firm that she founded in 2009, until July 2019. Before
that, Ms. Johnson served as Senior Vice President, Global Corporate Affairs at
Citigroup, Inc. from 1999 to 2008 and Vice President of Corporate Communications
at S&P Global Ratings (previously, Standard & Poor's) from 1997 to 1999.
Ms. Johnson serves on the board of directors of Pluralsight, Inc. (Nasdaq: PS).
She has been appointed by Mayor Bill de Blasio to the board of trustees of The
Trust for Cultural Resources of the City of New York. She is a founding trustee
of Pollyanna, Inc. and a trustee of the Museum of the City of New York and a
trustee of New York Public Radio. She is a mentor with W.O.M.E.N. In America.
Ms. Johnson holds a B.A. from Harvard University.
Ms. Johnson was determined by the Board to be independent within the meaning of
the NASDAQ director independence standards. As a non-employee member of the
Board, Ms. Johnson is entitled to the director compensation disclosed in the
Company's Proxy Statement filed on July 8, 2020. There are no arrangements or
understandings between Ms. Johnson and any other person pursuant to which she
was selected to serve on the Board. There are no transactions in which the
Company is a party and in which Ms. Johnson has a material interest subject to
disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing the aforementioned leadership changes and
the election of the new director is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished as part of this Report:
Exhibit
No. Description
99.1 Press Release, dated August 6, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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