Monro, Inc. (MNRO) Earnings Call Transcript & Summary

Good morning, and welcome to the 2020 Annual Shareholders' Meeting of Monro, Inc. I'm Robert Mellor, the Chairman of the Board of Monro, Inc. and Chair of this meeting. It is my pleasure to welcome you here today. It is now shortly after 10 a.m. Eastern Daylight Time and 7 a.m. in San Francisco on August 18, and this meeting is officially called to order. I would like to acknowledge the presence at this meeting of other members of the company's Board of Directors: Peter Solomon, Donald Glickman, Mike Danziger (sic) [ Frederick Danziger ], John Auerbach, Lindsay Hyde and Steve McCluski. Leah Johnson, who joined the Board earlier this month, was unable to attend the meeting this morning. We welcome Leah to Monro and look forward to working with her. Now we will proceed with the official business of the meeting: matters described in the proxy statement and supplement to the proxy statement made available to all shareholders. To do that, I would like to introduce Ms. Maureen Mulholland, Monro's Senior Vice President, General Counsel and Secretary, who will act as secretary of this meeting.

Thank you, Rob, and welcome, everyone. Thank you for joining us today. We're excited to be hosting our annual meeting virtually, allowing us to be more inclusive and reach a greater number of our shareholders. We have shareholders attending via the web portal and the 800 number that we have provided. As is our custom, we will conduct the business portion of our meeting first and answer questions from our shareholders at the end of the meeting. Our question-and-answer session will be conducted pursuant to the rules of conduct outlined on the meeting's web page. [Operator Instructions] Please note that this meeting is being recorded. No one attending via the webcast or by phone is permitted to use any audio recording device. We are also joined here today by Mr. Dan Book from PricewaterhouseCoopers, our independent auditors. Dan will be available during the question-and-answer session after the meeting to respond to appropriate questions. Mr. Mike Boehme is here with us today from Monro as the inspector of elections of this meeting. Mr. Boehme has been appointed by the Board of Directors and took the oath of office earlier today. The Board of Directors fixed June 29, 2020, as the record date for determining shareholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that either, one, a notice of Internet availability of the notice of the meeting, the proxy statement and the 2020 annual report to shareholders; or two, the documents themselves were mailed on or about July 17, 2020, to all shareholders as of the record date and will be incorporated into the minutes of this meeting. The shareholder list shows that as of the record date, there were 33,285,901 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the inspector of election that there are represented in person or by proxy shares of common stock representing 32,260,056 votes or approximately 97% of the voting power on the record date. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting business.

Thanks, Maureen, and now I will present the matters to be voted upon. Proposal #1 is the election of 4 Class 1 directors. The Nominating Committee comprised solely of independent directors recommended to the Board of Directors the nomination of each of the following 4 individuals for election to Class 1 of the Board of Directors to serve as directors until the 2022 Annual Meeting of Shareholders and until their successors have been elected and qualified: John L. Auerbach; Donald Glickman; Lindsay N. Hyde; Leah C. Johnson. Proposal #2 is the advisory vote to approve the compensation of our named executive officers as described in the proxy statement. This vote, which is often called a say-on-pay vote, is now required as a result of the Dodd-Frank Act. It is a nonbinding vote, although the Compensation Committee and the Board will take the results of the vote into account when making future compensation decisions. Proposal #3 is to ratify the reappointment of PricewaterhouseCoopers as the independent registered public accountants of the company for the fiscal year ending March 27, 2021.

It is now 10:06 a.m. Eastern Time on August 18, 2020, and the polls are now open. Any shareholder who has not yet voted or wishes to change his or her vote may do so by clicking on the Voting button on the web portal and following the instructions there. Shareholders who have sent in proxies or voted via phone or Internet and do not want to change their vote do not need to take any further action. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls for the 2020 Monro Annual Shareholder Meeting closed at 10:07 a.m. Eastern Time on August 18, 2020. Mr. Boehme, do we have preliminary voting results?

I do.

We've been informed by the inspector of election that the preliminary vote report shows that the nominees for election to the Board have been duly elected. The compensation of the named executive officers has been approved by advisory vote, and the shareholders have ratified the appointment of PricewaterhouseCoopers as the company's independent public accountants. Further, the holders of all shares of the company's Class C convertible preferred stock has signed a consent, unanimously approving each of the proposals addressed at this meeting. Such consent will also be attached to the minutes of this meeting. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days.

Thank you, Maureen. And there being no further business to come before the meeting, the 2020 Annual Meeting of Shareholders of Monro is now adjourned.

Now we would like to open things up for any shareholder questions and comments with respect to the agenda items of this meeting. [Operator Instructions] There appear to be no questions from shareholders this morning.

As there are no further questions to come before the meeting, our meeting will now come to a close. I want to thank you for attending Monro's 2020 Annual Meeting of Shareholders. I wish all of you to stay well, and again, thank you for attending. Good day.

This now concludes the meeting. Thank you for joining, and have a pleasant day.