Item 5.07 Submission of Matters to a Vote of Security Holders

The 2022 Annual Meeting of Shareholders ("Annual Meeting") of the Company was held on August 16, 2022. At the Annual Meeting, the Company's holders of common stock voted on each of the matters described below. Approximately 30,923,406 shares (representing 93.57% of total shares of common stock outstanding and entitled to vote) were present at the Annual Meeting either in person or by proxy.

1. The Company's shareholders re-elected the following three directors as Class 1 Directors to serve a two-year term until the Company's 2024 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. The number of shares of common stock that (i) voted for the election of each director and (ii) withheld authority to vote for each director, as well as the number of broker non-votes, are set forth in the table below.



                                           Votes           Broker
Nominee                 Votes For         Withheld       Non-Votes
John L. Auerbach         15,741,656       14,449,862        731,888
Michael T. Broderick     20,539,740        9,651,778        731,888
Leah C. Johnson          16,773,194       13,418,324        731,888

The following two directors did not receive a majority of votes for their re-election as Class 1 Directors. The Company expects that these directors will continue to serve until the Company's 2023 Annual Meeting of Shareholders. The number of shares of common stock that (i) voted for the election of each director and (ii) withheld authority to vote for each director, as well as the number of broker non-votes, are set forth in the table below.



                                      Votes           Broker
Nominee            Votes For         Withheld       Non-Votes
Donald Glickman     13,471,000       16,720,518        731,888
Lindsay N. Hyde      8,429,554       21,761,964        731,888

2. The Company's shareholders voted to approve, on an advisory basis, the compensation paid to the Company's named executive officers. The number of shares of common stock that voted for or against, or that abstained from voting on, the compensation paid to the Company's named executive officers, as well as the number of broker non-votes, are set forth in the table below.

Votes For Votes Against Abstentions Broker Non-Votes 29,347,024 822,318 22,176 731,888

3. The Company's shareholders ratified the re-appointment of PricewaterhouseCoopers, LLP as the Company's independent registered public accounting firm for the fiscal year ending March 25, 2023. The number of shares of common stock that voted for or against, or that abstained from voting for, the ratification of the re-appointment of PricewaterhouseCoopers, LLP are summarized in the table below.



Votes For    Votes Against   Abstentions
28,841,208     2,063,099       19,099

Item 7.01 Regulation FD Disclosure

On August 22, 2022, the Company issued a press release announcing the results of the shareholder vote and the commitment of the Company's Board of Directors to continue to work diligently to analyze options for implementing a recapitalization plan that would provide for all of Monro's outstanding stock to have one vote per share and for the elimination of veto power of one class of stock over another. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.


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Item 9.01 Financial Statements and Exhibits





  (d) Exhibits:



Exhibit
  No.       Description

99.1          Press release dated August 22, 2022.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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