MONRO INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Elect one director to Class 1 of the Board of Directors to serve the remainder of the Class 1 term and until her successor is duly elected and qualified at the 2024 annual meeting of shareholders; Lindsay N. Hyde

MONRO INC.’s own tally for this item (“Elect Director: Lindsay N. Hyde”): 24,964,879 for, 3,787,650 withheld, per its Form 8-K filed August 18, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company’s shareholders re-elected the following four directors as Class 2 Directors to serve a two-year term until the Company’s 2025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.”
Support: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

Description as filed by funds: Elect four directors to Class 2 of the Board of Directors to serve a two-year term and until their successors are duly elected and qualified at the 2025 annual meeting of shareholders; Nominees: Hope B. Woodhouse

MONRO INC.’s own tally for this item (“Elect Director: Hope B. Woodhouse”): 26,552,161 for, 2,200,368 withheld, per its Form 8-K filed August 18, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company’s shareholders re-elected the following four directors as Class 2 Directors to serve a two-year term until the Company’s 2025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.”
Support: 92% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Description as filed by funds: Elect four directors to Class 2 of the Board of Directors to serve a two-year term and until their successors are duly elected and qualified at the 2025 annual meeting of shareholders; Nominees: Peter J. Solomon

MONRO INC.’s own tally for this item (“Elect Director: Peter J. Solomon”): 24,558,287 for, 4,194,242 withheld, per its Form 8-K filed August 18, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company’s shareholders re-elected the following four directors as Class 2 Directors to serve a two-year term until the Company’s 2025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.”
Support: 85% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Description as filed by funds: Elect four directors to Class 2 of the Board of Directors to serve a two-year term and until their successors are duly elected and qualified at the 2025 annual meeting of shareholders; Nominees: Robert E. Mellor

MONRO INC.’s own tally for this item (“Elect Director: Robert C. Mellor”): 24,460,039 for, 4,292,490 withheld, per its Form 8-K filed August 18, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company’s shareholders re-elected the following four directors as Class 2 Directors to serve a two-year term until the Company’s 2025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.”
Support: 85% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Description as filed by funds: Elect four directors to Class 2 of the Board of Directors to serve a two-year term and until their successors are duly elected and qualified at the 2025 annual meeting of shareholders; Nominees: Stephen C. McCluski

MONRO INC.’s own tally for this item (“Elect Director: Stephen C. McCluski”): 24,930,380 for, 3,822,149 withheld, per its Form 8-K filed August 18, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company’s shareholders re-elected the following four directors as Class 2 Directors to serve a two-year term until the Company’s 2025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.”
Support: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Description as filed by funds: Approve an amendment to the Company's Restated Certificate of Incorporation to declassify the Board of Directors;

MONRO INC.’s own tally for this item (“Proposal 6: The Company’s shareholders voted to approve the Board Declassification Amendment to declassify the Board of Directors.”): 28,741,277 for, 7,121 against — passed, per its Form 8-K filed August 18, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company’s shareholders voted to approve the Board Declassification Amendment to declassify the Board of Directors.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Description as filed by funds: Approve an amendment to the Company's Restated Certificate of Incorporation to increase the conversion ratio of the Class C Convertible Preferred Stock and mandatorily convert the Class C Convertible Preferred Stock into common stock by the 2026 annual meeting of shareholders;

MONRO INC.’s own tally for this item (“Proposal 7: The Company’s shareholders voted to approve the Reclassification Amendment to increase the conversion ratio and to mandatorily convert the Class C Convertible Preferred Stock into common stock.”): 28,689,318 for, 57,807 against — passed, per its Form 8-K filed August 18, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company’s shareholders voted to approve the Reclassification Amendment to increase the conversion ratio and to mandatorily convert the Class C Convertible Preferred Stock into common stock.”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the shares outstanding (“majority of the outstanding”).

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

Description as filed by funds: Approve an amendment to the Company's Restated Certificate of Incorporation to provide a revised liquidation preference for the Class C Convertible Preferred Stock upon a liquidation event;

MONRO INC.’s own tally for this item (“Proposal 8: The Company’s shareholders voted to approve the Liquidation Amendment to provide a revised liquidation preference for the Class C Convertible Preferred Stock upon a liquidation event.”): 28,688,039 for, 58,492 against — passed, per its Form 8-K filed August 18, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company’s shareholders voted to approve the Liquidation Amendment to provide a revised liquidation preference for the Class C Convertible Preferred Stock upon a liquidation event.”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the shares outstanding (“majority of the outstanding”).

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

Description as filed by funds: Approve, on a non-binding, advisory basis, the compensation paid to the Company's named executive officers;

MONRO INC.’s own tally for this item (“Proposal 3: The Company’s shareholders voted to approve, on an advisory basis, the compensation paid to the Company’s named executive officers.”): 27,943,219 for, 797,643 against — passed, per its Form 8-K filed August 18, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company’s shareholders voted to approve, on an advisory basis, the compensation paid to the Company’s named executive officers.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

No total is shown for the fund voting reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.

No total is shown for the institutional-manager reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 87 managers: 60,526 for, 4,530,194,984 1 year, 1,219,384 3 year, 257 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 171 managers: 50,458 for, 113 not voted, 247,926,349 1 year, 139,874 3 year, 65 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratify the re-appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 30, 2024;

MONRO INC.’s own tally for this item (“5. The re-appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 30, 2024”): 28,607,457 for, 1,037,671 against — passed, per its Form 8-K filed August 18, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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 30, 2024.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.