Notice of 2018 Annual Meeting of

Shareholders and Proxy Statement

August 14, 2018

Rochester, N.Y. 14615

		Dear Fellow Shareholders,   Fiscal 2018 was an important year for Monro. When I joined our company as CEO this past October, I observed significant opportunities to build upon a solid foundation and rich history and to capitalize on the accelerating momentum in our industry. In the first months of my tenure, I completed a rigorous and comprehensive assessment of our business. This assessment underscored the positive view I had of Monro; the Company has a unique business model in an attractive industry with strong competitive advantages and significant room for growth. Based on this assessment, I developed our key strategic priorities focused on delivering a consistent 5-star experience to our customers in order to drive higher traffic and increase customer lifetime value. I also enhanced an already capable senior leadership team with seasoned leaders in both Operations and Marketing to assist in executing this plan.

Executing Our Monro.Forward Strategy

With the full support of our Board of Directors, our management team worked to develop our strategy to build a scalable platform capable of driving sustainable future growth. We call this strategy ‘Monro.Forward’, which we discussed in detail at our inaugural Investor Day on May 21, 2018.

Monro.Forward centers around four key pillars, which will be supported by a number of investments in technology and data-driven analytics across our business:

Improving Customer Experience: Our primary focus is to drive operational excellence and deliver a consistent 5-star experience to our customers with a focus on increasing customer lifetime value.

Enhancing Customer-Centric Engagement: Our second objective is to engage with our customers more effectively and invest in marketing channels with the highest return to drive increased customer retention and new customer acquisition, and to develop an omni-channel presence.

Optimizing Product & Service Offering: Creating a clearly defined product and service offering is another strategic priority which will allow us to improve the customer experience and maximize our ticket through higher conversion.

Accelerating Productivity & Team Engagement: Given that our teammates are at the heart of our organization, we will implement a number of initiatives to increase productivity while attracting, developing and retaining our talent.

We are thrilled about the changes we are making at Monro, and very encouraged by the initial steps we have already taken. We have had a successful rollout of our foundational technology and tools in the fourth quarter, and have already begun to see results. Although we have a way to go, we are off to a great start and very pleased with the positive feedback we have received at all levels of our organization. I would like to thank our dedicated and engaged teammates, who have been working incredibly hard as we implement our strategic initiatives to drive Monro.Forward.

Building Upon Our Strong Business Momentum

We are confident that Monro.Forward will allow us to capitalize on the momentum we are seeing across our business. In fiscal 2018, we generated record sales of $1.13 billion and diluted earnings per share of $1.92. We exited the fiscal year with strong momentum, and are encouraged by our top-line recovery in the fourth quarter, driven by a higher average ticket and overall strength in our tire business. These positive selling trends continued through the beginning of fiscal year 2019, and we remain confident that we will achieve our financial targets for the year while making significant strides in the execution of our strategic plan.

We have also continued to execute on our disciplined acquisition strategy, as evidenced by the Appalachian Tire and Free Service Tire acquisitions we recently completed. High-quality, accretive acquisitions remain a cornerstone of Monro’s strategy, and we will continue to build upon and execute on our robust pipeline going forward.

Enhancing Shareholder Value

As we are undergoing meaningful changes across our business, we remain focused on delivering long-term shareholder value. Our commitment to returning cash to shareholders is demonstrated by the recently announced 11% increase in our dividend, which marks the 13^th dividend increase since a cash dividend was first issued by our company thirteen years ago.

Impacting our Community

Monro strives to maintain an environmentally and socially conscious corporate culture, as demonstrated by our recycling policies at our offices, warehouses and stores and our support of charitable organizations dedicated to caring for the communities and neighborhoods we serve. In fiscal 2018, Monro recycled 3 million gallons of oil and 3 million tires, as well as approximately 280,000 vehicle batteries and 290 tons of cardboard, all as part of the Company’s commitment to the environment. Further, Monro and its teammates donated to a number of charities during fiscal 2018, including raising $79,000 for charities in Florida to support our teammates and customers impacted by Hurricane Irma and over $400,000 donated to the United Way. The Company was pleased to receive the 2017 United Way of Greater Rochester’s Chairman’s Award for Philanthropic Leadership.

Our Path Forward

We are truly excited about the future, and are well-positioned to drive sustainable growth at our company. We have an experienced leadership team that is ready to build upon the strong foundation and growing momentum of our business, while continuing to consolidate within our fragmented industry through highly accretive acquisitions. The investments we have made in technology and data-driven analytics will help drive increased consistency and productivity across our business, ultimately increasing the lifetime value of our customers. And lastly, the execution of our Monro.Forward strategy will strengthen the scalability of our business, driving a sustainable platform for long-term growth and strong shareholder returns.

On behalf of the Board of Directors and the Monro leadership team, I would like to thank you for your continued support as we enter a new phase in Monro’s history. I look forward to welcoming you at our next annual meeting on August 14, 2018.

Sincerely,

Brett T. Ponton

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Items of Business

The Board of Directors recommends that you vote “FOR” each of the director nominees included in Proposal No. 1 and “FOR” each of Proposals No. 2 and 3.

How to Vote

By Telephone: You may vote by calling 1-800-454-8683.		By Internet: You may vote at Proxyvote.com (input control number).		By Mail: You may vote by completing and returning the enclosed proxy card.		In Person: All shareholders are cordially invited to attend the annual meeting of shareholders.

This communication is not a form for voting and presents only an overview

of the more complete proxy materials. The Company encourages you to review the complete

proxy materials before voting.

PROXY STATEMENT SUMMARY

Below are the highlights of the important information you will find in this Proxy Statement. As this is only a summary, we request that you please review the full Proxy Statement before casting your vote.

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Governance Highlights

We are committed to applying sound corporate governance principles. We believe sound governance practices are in the best interests of our shareholders and strengthen accountability within our organization.

Our commitment to sound corporate governance practices has been illustrated through a number of actions taken in this past year, including:

Director Nominees

You are being asked to vote to elect the following four director nominees to Class 1 of our Board of Directors. Detailed information about each of these nominees begins on page 6 of the Proxy Statement.

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Board of Directors Overview

Our Board of Directors is currently composed of eight directors, six of whom are independent. The charts below highlight the Board’s composition and experience:

Executive Compensation Overview

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Elements of Compensation for Fiscal 2018

Monro’s executive compensation program, set forth by the Compensation Committee, is designed to implement our executive pay philosophy to:

The objectives and key characteristics of each element of our 2018 executive compensation are summarized below:

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TABLE OF CONTENTS

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GENERAL INFORMATION ABOUT THE MEETING AND VOTING

The Monro, Inc. Board of Directors (the “Board” or the “Board of Directors”) is using this Proxy Statement to solicit proxies from the holders of its common stock for use at the Monro, Inc. 2018 annual meeting of shareholders and any adjournment or postponement thereof (the “Annual Meeting” or the “meeting”). The notice of meeting, this Proxy Statement and the enclosed form of proxy card are first being mailed to our shareholders on or about July 10, 2018. In this Proxy Statement, we may also refer to Monro, Inc. and its subsidiaries as “Monro,” the “Company,” “we,” “our” or “us.”

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Our Board of Directors consists of eight directors, divided into two Classes: four directors in Class 1 and four directors in Class 2. The Class 1 directors will serve until the Annual Meeting and the Class 2 directors will serve until the 2019 annual meeting of shareholders, or until their respective successors have been duly elected and qualified. Four directors are nominated for reelection at the Annual Meeting. The Nominating and Corporate Governance Committee has recommended each nominee for election to our Board of Directors.

Set forth below for each nominee for election as a director is a brief statement about the nominee’s age, principal occupation and business experience, including any directorships with any other public companies, describing the specific individual qualities and skills of each nominee that contribute to the overall effectiveness of the Board of Directors and its committees. Each nominee has consented to being named as a nominee and to serve as a director if elected. Although we do not anticipate that any of the nominees named will be unable to serve if elected, the votes will be cast for a substitute nominee selected by the Board of Directors unless the number of directors to be elected has been reduced to the number of nominees willing and able to serve on our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THESE NOMINEES:

Class 1 Nominee Information

Set forth below is a summary of the biographical information for each of the Class 1 director nominees:

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The Board of Directors recommends that you vote “FOR” each of the director nominees listed above.

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Class 2 Director Information

Set forth below is a summary of the biographical information for each of the continuing Class 2 directors:

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CORPORATE GOVERNANCE PRACTICES AND POLICIES

Board and Committee Independence

The Board of Directors determines whether each of our directors is considered independent. For a director to be considered independent, the director must meet the bright-line independence standards under the Nasdaq listing standards. The Board of Directors must also affirmatively determine that the director has no relationship with the Company that would interfere with the directors’ exercise of independent judgment in carrying out the director’s responsibilities. In addition to the Nasdaq listing standards, the Board of Directors will consider all relevant facts and circumstances in determining whether a director is independent. The Board of Directors also considers all commercial, industrial, banking, consulting, legal, accounting, charitable, familial or other business relationships any director may have with the Company. There are no family relationships among any of our directors and executive officers. The Board has determined that the following nominees and directors satisfy the independence requirements of Nasdaq: John Auerbach, Frederick Danziger, Lindsay Hyde, Stephen McCluski, Robert Mellor, and Peter Solomon. Further, absent a new relationship between Board member Donald Glickman and the Company, Nasdaq rules will no longer preclude the Board from concluding that Mr. Glickman is independent beginning in January 2019.

Lead Independent Director

The Board of Directors does not have a policy on whether or not the roles of Chief Executive Officer and Chairman of the Board should be separate and, if they are to be separate, whether the Chairman of the Board should be a non-employee director or an employee. The Board of Directors believes that it should be free to make a choice regarding its leadership structure from time to time in any manner that is in the best interests of the Company and its shareholders. Under the Company’s bylaws, the Board of Directors may elect a Chairperson of the Board to preside at all meetings of the shareholders and directors and to perform other duties as the Board may elect. In August 2017 the Board appointed Robert E. Mellor, an independent director and the lead independent director, as Chairman of the Board. As such, we do not have a lead independent director at this time.

Board Committees and Meetings

The Board of Directors held seven meetings during the year ended March 31, 2018 (“fiscal 2018”). During the fiscal year, each director attended at least 75% of the aggregate number of all meetings of the Board of Directors and committees on which he or she served. All attended last year’s annual meeting of shareholders and we expect all directors and nominees to attend the Annual Meeting, as is our stated policy in our Corporate Governance Guidelines.

At least annually, the Board of Directors meets to review management succession planning, as well as our overall executive resources. In addition, our non-management independent directors meet regularly in executive sessions, without Mr. Glickman, who, at this time, is not considered an independent director under Nasdaq listing standards. Our Chairman and former lead independent director, Mr. Mellor, has presided over these executive sessions since fiscal 2012.

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Board Committees

The Board of Directors has created five standing committees: a four-member Executive Committee, a four-member Audit Committee, a four-member Compensation Committee, a three-member Finance Committee and a three-member Nominating and Corporate Governance Committee. The Board has adopted a formal, written charter for each of the Committees (except for the Executive Committee), under which each committee operates. The charters can be found on our website at http://www.monro.com/corporate/corporate-governance. As a matter of routine corporate governance, each committee, except for the Executive Committee, reviews its charter and practices on an annual basis. In fiscal 2018, each committee determined that its charter and practices were consistent with listing standards of Nasdaq.

C = Committee chairperson; X = Committee member

Audit Committee

The Audit Committee of the Board of Directors (the “Audit Committee”) is composed of four independent directors: Stephen C. McCluski, Chairman, Frederick M. Danziger, Lindsay N. Hyde and Robert E. Mellor. Each member of the Audit Committee is an independent director as defined by rules of the SEC and Nasdaq. In addition, the Board of Directors has determined that Stephen C. McCluski is an audit committee financial expert, as defined by SEC rules. The Audit Committee held seven meetings in fiscal 2018.

The Audit Committee has the sole power and authority to select and engage independent auditors for the Company. The Audit Committee reviews with the auditors and with the Company’s management all matters relating to the annual audit of the Company.

Compensation Committee

The Compensation Committee of the Board of Directors (the “Compensation Committee”) is composed of four independent directors: Frederick M. Danziger, Chairman, John L. Auerbach, Robert E. Mellor and Stephen C. McCluski. Each member of the Compensation Committee is an independent director as defined by the rules of the SEC and Nasdaq.

The Compensation Committee has the power and authority to review and approve the remuneration arrangements for the Company’s executive officers and certain employees. The Compensation Committee also interprets and administers our employee benefit plans, including by selecting participants and approving awards under those plans. The Compensation Committee has the power and authority to form, and delegate authority to, subcommittees. The Compensation Committee held seven meetings in fiscal 2018.

Executive Committee

The Executive Committee of the Board of Directors (the “Executive Committee”) is composed of four directors: Donald Glickman, Robert E. Mellor, Brett Ponton, Chairman and Peter J. Solomon.

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The Executive Committee has the power and authority of the full Board of Directors, and may exercise that power between meetings of the Board of Directors as necessary. However, without the approval of the full Board of Directors or the shareholders, the Executive Committee may not:

During fiscal 2018, the Executive Committee held four meetings.

Finance Committee

The Finance Committee of the Board of Directors (the “Finance Committee”) is composed of three directors: Donald Glickman, Chairman, Stephen C. McCluski and Peter J. Solomon.

The Finance Committee was established to review with management, and make recommendations to the Board regarding, the Company’s financial position and financing activities. During fiscal 2018, the Finance Committee held one meeting.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating and Corporate Governance Committee”) is composed of three independent directors: Robert E. Mellor, Chairman, Frederick M. Danziger and Stephen C. McCluski. Each member of the Nominating and Corporate Governance Committee is an independent director as defined by the rules of the SEC and Nasdaq.

The Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending candidates for membership on the Board of Directors pursuant to the Company’s Corporate Governance Guidelines, as approved by the Board of Directors. Each year, prior to the annual meeting of shareholders, the Nominating and Corporate Governance Committee recommends nominees to serve as our directors for the next two years. The Nominating and Corporate Governance Committee is also responsible for recommending a candidate for the position of lead independent director from the independent members of the Board, when that position is required, and for general oversight of our corporate governance policies and practices. During fiscal 2018, the Nominating and Corporate Governance Committee held two meetings.

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Board of Directors’ Role in Risk Oversight

The Board of Directors is responsible for overseeing the risks our Company faces. Each committee of the Board of Directors also is responsible for reviewing risks relevant to its deliberations and principal area of focus, as summarized in the table below. These areas of focus include competitive, economic, operational, financial (accounting, credit, liquidity, and tax), legal, regulatory, compliance, health, safety and environment, political, and reputational risks.

Each committee meets with key management personnel and representatives of outside advisors to oversee and manage these risks. For example, the Senior Manager of Internal Audit and the General Counsel meet with the Audit Committee to discuss financial, legal and regulatory risks. Management has designed reporting processes to provide visibility to the Board of Directors about identifying, assessing and managing critical risks to the Company and management’s risk mitigation strategies.

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Certain Relationships and Related Party Transactions

Review and Approval of Related Person Transactions

We review all relationships and transactions in which we and any of our directors, executive officers or their immediate family members are participants to determine whether those persons have a direct or indirect material interest in the relevant transaction. Our finance and legal staff are primarily responsible for developing and implementing processes and controls to gather information about potential related party transactions from our directors and executive officers. Then, based on the facts and circumstances, that group determines whether the Company or a related person has a direct or indirect material interest in the transaction. If our finance and legal staff determine that the Company or a related person has a direct or indirect material interest in a transaction, then the Audit Committee, or other board committee comprised solely of independent directors, must approve or ratify the transaction.

Related Party Transactions

The Company leased six stores from lessors in which Joseph Tomarchio Jr., or a family member of Mr. Tomarchio, has beneficial ownership interests. In fiscal 2018, the Company expensed $769,000 in rent for those stores. Mr. Tomarchio was an officer of the Company until April 1, 2017.

Aside from the six leases above, the Company has not entered into any affiliate leases, other than renewals or modifications of existing leases, since May 1989, and is not contemplating any new leases.

Code of Ethics

We have a Code of Ethics that applies to all of our directors and executive officers, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics is publicly available on our website at http://www.monro.com/corporate/corporate-governance. We intend to post any amendments to or waivers from the Code of Ethics that apply to our principal executive officer, principal financial officer and principal accounting officer on our website.

Nominating Process

The Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending candidates for membership on the Board of Directors pursuant to the Company’s Corporate Governance Guidelines, as approved by the Board of Directors. The Nominating and Corporate Governance Committee does not have a diversity policy; however, the committee’s goal is to nominate candidates from a broad range of experiences and backgrounds who can contribute to the Board of Directors’ overall effectiveness in meeting its mission. In assessing potential new directors, the committee considers individuals from various disciplines and diverse backgrounds, taking into account gender, age and ethnicity. The Nominating and Corporate Governance Committee, at the direction of the Board of Directors, has taken meaningful steps to seek to identify one or more potential female nominees for director who satisfy the Company’s director qualification standards, including the appropriate experience and demonstrated commitment to the Company. The selection of qualified directors is complex and crucial to our long-term success. Candidates for nomination to the Board of Directors are considered based upon various criteria, such as their broad-based business skills and experiences, a global business perspective, concern for the long-term interests of our shareholders, and personal integrity and judgment. In addition, directors must have time available to devote to Board activities and to enhance their knowledge of Monro and the automotive service industry.

The Nominating and Corporate Governance Committee will consider recommendations from shareholders of potential candidates for the Board of Directors and will evaluate candidates recommended by shareholders in the same manner as it evaluates candidates recommended by Board members, senior officers or search firms. A shareholder wishing to recommend a potential candidate must submit the recommendation in writing, addressed to the Secretary, Monro, Inc., 200 Holleder Parkway, Rochester, NY 14615, Attention: Nominating and Corporate Governance Committee, so that the Secretary receives the recommendation not less than 120 days and not more than 180 days prior to the next annual meeting of shareholders. Each recommendation must include the information required by the Certificate of Incorporation for shareholders submitting a nomination. You may obtain additional information and a copy of the Certificate of Incorporation by submitting a written request to the Secretary of the Company at the address above.

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Communications with Directors

Shareholders wishing to communicate with our non-management directors may send a letter to: Secretary, Monro, Inc., 200 Holleder Parkway, Rochester, NY 14615, Attention: Non-Management Directors. All correspondence sent to that address will be delivered to the appropriate directors on a quarterly basis, unless the Secretary otherwise determines that it should be delivered more promptly. The Secretary will promptly direct any concerns relating to accounting, internal controls, auditing or officer conduct to the Chair of the Audit Committee. All correspondence to non-management directors will be acknowledged by the Secretary and may also be forwarded within Monro to a subject matter expert for investigation. Alternatively, communication with non-management directors may occur as outlined in the section entitled “Administration — Reporting Violations” in our Code of Ethics, which is publicly available on our website at http://www.monro.com/corporate/corporate-governance.

Director Compensation

The Company does not pay any director who is also an employee of Monro or its subsidiaries for his or her service as director.

In fiscal 2018, non-employee directors received the following compensation:

Director Stock Ownership Guidelines

The Board of Directors adopted the Monro, Inc. Stock Ownership Guidelines to, among other things, further engage certain senior executives and the members of the Board in the long-term success of the Company. The Company’s stock guidelines for its non-employee directors are as follows:

As of March 31, 2018, all of the Company’s non-employee directors are in full compliance with the ownership levels required by the guidelines, except for John L. Auerbach and Lindsey N. Hyde, who joined the Board on August 15, 2017, and who are expected to be fully compliant by their target date of August 15, 2021.

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The following table summarizes the compensation that the Company’s directors earned for services as members of the Board of Directors and any committee of the Board of Directors during fiscal 2018:

Director Compensation Table

The restricted stock awarded to directors vests over a three year period. Stock options granted prior to fiscal 2018 were fully vested at the time of the grant. The following table shows the number of equity awards outstanding for each non-management director as of March 31, 2018.

Anti-Hedging and Pledging Policy

We prohibit our directors from engaging in transactions in our securities involving publicly traded options, short sales and hedging transactions because they may create the appearance of unlawful insider trading and, in certain circumstances, present a conflict of interest. In addition, our insider trading policy prohibits directors from pledging our securities as collateral for a loan or holding our securities in a margin account unless the margin feature is not utilized or our securities are otherwise excluded from being pledged.

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OUR EXECUTIVE OFFICERS

The table and biographies below identify our current executive officers, the term they have served with us and their business experience:

Brett T. Ponton was appointed to serve as President in August 2017 and Chief Executive Officer in October 2017. Prior to joining the Company, Mr. Ponton served as president and chief executive officer of American Driveline Systems, Inc. (the parent company of AAMCO Transmissions Inc., Cottman Transmission Systems, LLC and Global Powertrain Systems, Inc.) from September 2013 until July 2017. He also served as president and chief executive officer of Heartland Automotive Services, Inc., the largest operator of Jiffy Lube stores in North America, from 2009 until September 2013. Mr. Ponton also previously served in a variety of roles during an 18-year tenure at The Goodyear Tire & Rubber Company, beginning in 1991.

Brian J. D’Ambrosia was promoted to Senior Vice President — Finance, Chief Financial Officer and Treasurer in January 2017, and was appointed Assistant Secretary in May 2017. Mr. D’Ambrosia was Vice President — Finance from May 2016 to December 2016. From January 2013 to May 2016, Mr. D’Ambrosia was Vice President — Controller and was named Chief Accounting Officer in December 2015. From August 2010 to January 2013, Mr. D’Ambrosia, a certified public accountant, was Regional Controller — Americas Process Solutions Group at Robbins & Myers, Inc., a publicly held manufacturer of engineered equipment and systems in the global energy and industrial markets. From August 2005 to July 2010, Mr. D’Ambrosia held various accounting and finance positions with Birds Eye Foods, Inc., including Controller-Accounting, Reporting and Planning and Controller-Operations Accounting. From September 2003 to August 2005, Mr. D’Ambrosia was Chief Financial Officer at Rochester Sports Group, a company in the sports entertainment industry. Mr. D’Ambrosia was previously an Audit Manager with Deloitte & Touche, LLP, in Rochester, New York, and was affiliated with that firm from 1997 to 2003.

Matthew E. Naylor was appointed to serve as Chief Operating Officer in March 2018. Prior to joining the Company, Mr. Naylor served as Vice President of Sales and Operations at Murphy USA, a national gas station and convenience store chain, from May 2017 to March 2018. Mr. Naylor also held various operational leadership roles during a 10-year tenure at Target Corporation, including as Group Vice President from March 2014 to May 2017. Mr. Naylor served in various field and store support center roles at Home Depot from January 2004 to February 2007. Mr. Naylor served in the U.S. Army for 13 years, including 12 months in Iraq. He holds an M.B.A. from the Kellogg School of Management at Northwestern University.

Deborah R. Brundage was appointed to serve as Senior Vice President—Marketing and Merchandising in March 2018. Ms. Brundage joined the Company after more than 16 years of global brand development, marketing and business leadership at Procter & Gamble. During her time with Procter & Gamble, Ms. Brundage led global, multi-channel brand building, marketing and product development programs across a diverse set of consumer products, including Iams^® pet food, Gain^® laundry detergent and Always Discreet^® personal care. Prior to joining Procter & Gamble, from 1996 to 1999, Ms. Brundage worked in the audit practice of PricewaterhouseCoopers. She holds a Bachelor’s degree from Michigan State University and an M.B.A. from the University of Rochester Simon School of Business.

Maureen E. Mulholland has been Senior Vice President – General Counsel and Secretary since August 2017. Ms. Mulholland joined the Company as General Counsel in October 2003 and was appointed Vice President in May 2012. Prior to joining the Company, Ms. Mulholland worked as an associate attorney at the Rochester, NY-based law firms of Underberg & Kessler LLP and Harris Beach, PLLC. She holds Bachelor’s and Master’s degrees from The University of Scranton and graduated from the University of Notre Dame Law School.

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Raymond L. Pickens has been Divisional Vice President — Store Operations since April 2015. From April 2014 through March 2015, Mr. Pickens was a Senior Zone Manager supervising several zones. Prior to that, Mr. Pickens served as a Zone Manager from October 2010 through March 2014, and as a Market Manager from October 2004 through September 2010. Prior to joining Monro, Mr. Pickens worked in various management positions in the automotive service industry.

Samuel Senuk has been Divisional Vice President — Store Operations since April 2017. From August 2016 through March 2017, Mr. Senuk was a Senior Zone Manager supervising several zones. Prior to that, Mr. Senuk served as Divisional Vice President at TBC Corporation from August 2013 through July 2016. Prior to that, Mr. Senuk served as a Zone Manager with the Company from October 2000 through July 2013 and as a Market Manager from May 1996 through September 2000 and has worked for Monro in various other capacities since 1990.

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PROPOSAL NO. 2 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Section 14A of the Exchange Act requires us to provide our shareholders with a vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement.

As discussed under the heading “Compensation Discussion and Analysis” below, our executive compensation program is designed to attract, retain and motivate the performance of the executive management talent who are expected to advance both the short-term and long-term interests of our shareholders. In addition, our compensation practices reflect a pay-for-performance philosophy, whereby a substantial portion of an executive’s potential compensation is tied to our performance.

Result of 2017 Advisory Vote on Executive Compensation

At the 2017 Annual Meeting, approximately 99% of the votes cast on the “Say on Pay” proposal were voted in favor of the compensation of our named executive officers. The Compensation Committee believes that this affirms shareholders’ support of the Company’s approach to executive compensation. In response, in part, to the shareholder support of our executive compensation program, the Compensation Committee did not change its approach to the compensation of our named executive officers in fiscal 2018. The Compensation Committee remains open to any concerns expressed by the Company’s shareholders and will continue to consider the outcome of future “Say on Pay” votes when making compensation decisions for our named executive officers.

2018 Advisory Vote on Executive Compensation

For these reasons and the others described elsewhere in this Proxy Statement, the Board of Directors recommends that you vote in favor of approving the compensation of the named executive officers as described in the narrative disclosure, tables and footnotes contained in this Proxy Statement in the sections that follow. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement.

We are asking shareholders to approve the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED on a non-binding basis.”

This “Say on Pay” vote is an advisory vote only and is not binding on the Company, the Board of Directors, or the Compensation Committee. However, the Board of Directors and Compensation Committee value the opinions of our shareholders and, to the extent there is any significant vote against the named executive officer compensation, they will consider and evaluate whether any actions are necessary to address those concerns.

We currently hold this vote on an annual basis. The next vote is expected to be held at the 2019 Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” APPROVING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This compensation discussion and analysis (the “CD&A”) describes our executive compensation programs and explains how the Compensation Committee of the Board of Directors (the “Committee”) made its compensation decisions for our named executive officers for fiscal 2018. The last portion of this CD&A, under the heading “Fiscal 2019 Compensation Changes,” contains a discussion of a number of changes to our compensation program for our fiscal year ending March 30, 2019 (“Fiscal 2019”).

The Company has experienced several executive officer transitions during fiscal 2018, including the following:

The list of executive officers deemed to be serving as our named executive officers (our “Named Executive Officers”) for fiscal 2018 are:

Mr. Van Heel is included as a Named Executive Officer because he served as our CEO during fiscal 2018. Mr. Denlein is included as a Named Executive Officer because he would have been among the three most highly compensated executive officers (other than the CEO and the CFO) if he had been employed by the Company on the last day of fiscal 2018.

The following discussion and analysis should be read in conjunction with the tabular disclosures regarding the compensation of Named Executive Officers in fiscal 2018 and the report of the Compensation Committee, which immediately follow below.

Compensation Philosophy and Objectives

The Company’s executive compensation program is overseen and administered by the Committee, which is comprised entirely of independent directors as determined in accordance with various Nasdaq and Internal Revenue Code rules. The Committee operates under a written charter adopted by the Committee and ratified by the Board of Directors (the “Board”). A copy of the charter is publicly available on our website at http://www.monro.com/Corporate/Corporate-Governance.

Monro’s compensation program is intended to meet three principal objectives: (1) attract, reward and retain officers and other key employees; (2) motivate these individuals to achieve short-term and long-term corporate goals and enhance shareholder value; and (3) support Monro’s core values and culture, by promoting internal equity and external competitiveness. To meet these objectives, Monro has adopted the following overriding policies:

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The above policies guide the Committee in assessing the proper allocation between long-term compensation, current cash compensation and short-term bonus compensation. Other considerations include Monro’s business objectives, its fiduciary and corporate responsibilities (including internal equity considerations and affordability), competitive practices and trends, and regulatory requirements.

The program rewards our executive officers for attaining established goals that require the dedication of their time, efforts, skills and business experience for the success of the Company. The compensation program is designed to reward both annual and long-term performance. Annual performance is rewarded through salary and annual bonus. Long-term performance is rewarded through stock incentives, the value of which is measured in the performance of the Company’s stock price. In addition, the Named Executive Officers receive other benefits, certain of which are available to all other salaried employees of the Company.

2018 Advisory Vote on Executive Compensation

At the 2017 Annual Meeting, the Company held a non-binding, advisory vote to determine how often the advisory vote on compensation of its Named Executive Officers (“say-on-pay”) should be held. An overwhelming majority of the Company’s shareholders expressed a preference that the “say-on-pay” vote continue to take place on an annual basis as recommended by the Board. This preference was subsequently adopted by the Board and the Company is providing its shareholders with a “say-on-pay” vote this year.

Also, the Company’s shareholders overwhelmingly approved the compensation of its Named Executive Officers at the 2015, 2016 and 2017 Annual Meetings. Based, in part, on this support of shareholders, the Committee did not change its approach to the compensation of its Named Executive Officers for fiscal 2018. However, the Committee did make a number of changes to our compensation program for fiscal 2019, which are discussed in the last portion of this CD&A under the heading “Fiscal 2019 Compensation Changes”. The Committee remains open to any concerns expressed by the Company’s shareholders and will continue to consider the outcome of future “say-on-pay” votes when making compensation decisions for our Named Executive Officers.

Oversight of the Executive Compensation Program

The Committee administers the Company’s executive compensation program on behalf of the Board and its shareholders.

In determining the appropriate compensation packages for the Company’s executives, the Committee reviews, on an annual basis, each executive’s past and present compensation, including equity and non-equity based compensation. In addition, the Company’s Chief Executive Officer annually reviews the performance of each of the executives (other than the Chief Executive Officer, whose performance is reviewed annually by the Committee). The conclusions reached and recommendations made based on these reviews for base salary levels and annual bonus amounts are presented to the Committee in May each year. The Committee relies to a large extent on the Chief Executive Officer’s evaluations of each executive’s performance. However, it is the Committee which makes all final compensation decisions regarding the Company’s executives.

The Company presently does not have a pre-established policy for the allocation between annual executive compensation and long-term incentive-based executive compensation. Instead, the Committee uses a flexible approach so that it may reward recent performance and create incentives for long-term enhancements in shareholder value. However, the Committee does seek to have a substantial portion of each executive’s compensation be incentive-based, with the most senior executives having the highest portion dedicated to incentive-based compensation.

Elements of Executive Compensation

The principal elements of the Company’s executive compensation program are:

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In addition to many other factors that affect compensation determinations, the Committee takes into account the compensation practices of a peer group, where available, in formulating its compensation program. This group includes automotive service and parts companies. The Committee periodically reviews and may adjust the members of the peer group as part of its regular review of executive compensation and pay practices. For fiscal 2018, these companies included AutoZone Inc., Advance Auto Parts, Inc. and O’Reilly Automotive, Inc. Variations from the Company’s peer group companies may occur due to the fact that some of these companies are in similar, though not exactly the same lines of business as the Company, as well as company size, market factors or as dictated by the position and experience and skill level of the individual in question.

Base Salary

The Company provides Named Executive Officers with a base salary to compensate them for services rendered during the fiscal year. The amount of base salary is meant to reflect the primary responsibilities of his/her position and is set at a level that the Committee believes will enable the Company to attract and retain talent. The Committee considers a number of criteria in establishing and adjusting the base salary of a particular executive officer, including, among other things, recent hiring experience, individual performance, responsibilities of the position, longer term potential, individual experience and methods to achieve results, as well as external market practices.

Annual salary planning begins with a percentage guideline for increases, based upon the Company’s annual budget, which is adjusted upward or downward for individual performance based on recommendations from the Chief Executive Officer. The guidelines are set after considering competitive market factors as previously described, affordability and current salary levels, as appropriate. The performance of each executive officer is evaluated annually following the close of the fiscal year so that each executive’s performance can be assessed within the context of the Company’s performance against its financial and strategic goals for the year. Individual performance is evaluated based on the specific responsibilities and accountabilities of the executive, the value of the services provided, the executive’s management skills and experience, and the individual’s contribution to the performance and profitability of the Company. Base salary adjustments for officers, other than the Named Executive Officers, during fiscal 2018, averaged approximately 9.6%.

Salaries for executive officers are reviewed annually or when there is a change in position or responsibilities, such as a promotion. The Committee typically approves the base salary increases in May, which are effective retroactive to April of that same year. In May 2017, the Committee adjusted base salaries for the Named Executive Officers, retroactive to April 1, 2017. The salaries the Company paid to the Named Executive Officers during fiscal 2018 are shown in the 2018 Summary Compensation Table below.

The April 2017 base salary increases for all executives generally ranged from 0 to 26% and were established after considering job performance, internal pay alignment and equity, increased responsibilities and marketplace competitiveness. Additionally, Ms. Mulholland’s salary was adjusted in August 2017 in connection with her promotion to Senior Vice President – General Counsel and Secretary. This was her second increase in fiscal 2018, resulting in a total increase of 18% for her in fiscal 2018.

Annual Incentive Bonus

The Committee has the authority to award annual incentive bonuses to the Company’s officers. Each May, the Committee establishes targets for annual incentives in the form of performance-based cash bonuses to compensate executive officers, as well as other management employees. Each Named Executive Officer, other than the Chief Executive Officer, receives his or her annual incentive bonus pursuant to the Company’s Executive Bonus Plan. The Company’s Chief Executive Officer’s annual incentive bonus was defined pursuant to a separate, shareholder approved, Management Incentive Compensation Plan, which was designed to comply with the requirements for the former qualified performance-based compensation exception to Section 162(m) of the Internal Revenue Code.

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Annual incentive bonuses are intended to compensate officers for the Company’s achievement of stated performance targets. The structure of the Executive Bonus and Management Incentive Compensation Plans for each year, including the incentive formula and the performance targets, are established and approved during the first quarter of the year to which the bonus relates. In addition, during the first quarter of each fiscal year, the Committee approves the amounts payable to each Named Executive Officer at each level of attainment of the performance measures between the threshold and the maximum.

The actual amount of each executive’s bonus under the Executive Bonus Plan is determined based on the Committee’s review of the Company’s level of achievement of the stated performance targets. For fiscal 2018, the actual amount of the Chief Executive Officer’s bonus under the Management Incentive Compensation Plan is based solely on the Company’s achievement of a desired level of pre-tax income established in the first quarter of the fiscal year. All bonus awards made under the Plans are subject to the Committee’s approval. In addition, the Committee has the sole authority to determine whether the performance targets have been achieved by the Company and, if so, the applicable bonus award percentages to be paid. The Committee may use its discretion to include or exclude extraordinary or unusual items in determining the level of achievement of the performance targets.

The Company’s practice is to pay cash awards based upon the achievement of its annual financial performance goals. The Committee carefully considers any exceptions. Absent extraordinary circumstances, there are no payouts for below threshold performance.

The Committee may also assess management’s performance as compared to primary public company competitors over the prior three years to determine “outstanding performance” and award discretionary bonuses. “Outstanding performance” will be determined by, but not limited to, comparable store sales performance and EBITDA margin, and may take into account the impact of acquisitions, accounting changes or unusual one-time charges. The Compensation Committee may award a discretionary bonus to an individual up to the target bonus. This discretionary feature was also a part of the fiscal 2018 Executive Bonus Plan, but was not applied. The discretionary feature only applies to individuals who do not participate in the Management Incentive Compensation Plan. Such individuals are not eligible for a discretionary bonus.

Each Named Executive Officer is eligible for an annual incentive bonus up to a specified percentage of such executive’s base salary. Target amounts payable under the Executive Bonus and Management Incentive Compensation Plans are proportionate to each officer’s accountability for the Company’s business plans and currently range from 20% to 100% of the officer’s base salary. However, the Committee has the discretionary authority to increase or decrease the target amounts annually.

Under the Plans for fiscal 2018, the Committee generally targeted bonus amounts to be paid at (a) 20% of base salary for each of the Company’s Vice Presidents, (b) 25% of base salary for each of the Company’s Senior Vice Presidents, except for Mr. D’Ambrosia and Mr. Denlein whose targeted bonus was at 30%, and (c) 90% of base salary for Mr. Van Heel as Chief Executive Officer and 100% of base salary for Mr. Ponton. Historically, the Committee has fixed the maximum payout for any officer’s annual incentive bonus at 250% of the participant’s targeted bonus. However, John Van Heel’s maximum payout, as Chief Executive Officer, was set at 167% of his targeted bonus, and, in the case of Mr. Ponton, his maximum payout is set at 150% of his targeted bonus.

As indicated above, payouts between the targeted amount and the maximum amount for each Named Executive Officer are based upon attainment of performance targets at varying levels, approved during the first quarter of each fiscal year by the Committee.

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In fiscal 2018, the Committee established a company-wide performance measure based upon the Company’s achievement of pre-tax earnings targets that are based upon the Board-approved annual budget, thus linking compensation to the Company’s overall performance. The Committee establishes performance targets after carefully reviewing the state of the business, as expressed in the Company’s annual budget and business plan, and determining what measures are most likely, in present circumstances, to drive results and lead to sustainable growth. The Committee sets performance targets that are attainable, but challenging to achieve. For fiscal 2018, the performance targets established and actual results achieved were as follows:

Long-Term Incentive Compensation

The long-term incentive compensation that the Committee generally employed through fiscal 2018 was the granting of stock option awards to eligible employees, including, but not limited to, all executives. The purpose of granting such stock option awards was to provide equity compensation that provides value to these employees when value is also created for the shareholders. Specifically, this form of equity compensation provides the employee with value only if the price of the Company stock, when the option is exercised, exceeds the option’s exercise price. For Company executives, the amount of long-term incentive compensation is intended to motivate executives to make stronger business decisions, improve financial performance, focus on both short-term and long-term objectives and encourage behavior that protects and enhances the long-term interests of the Company’s shareholders. The Committee believes that stock option awards are a significant portion of the total compensation package for executives and are an important retention tool.    

Through fiscal 2018, the Committee determined grant levels of stock option awards based on individual performance, job positions within the Company, potential and level of responsibility. It also considered history of past grants, length of time in current position and any change in responsibility, as well as the financial statement expense associated with the options. Stock option awards for a fiscal year were typically approved and granted in May of the following fiscal year in order to coincide with the timing of annual reviews and compensation determinations. However, newly appointed and promoted executives or management personnel may receive an additional stock option grant at other times during the year. The options are awarded under the Company’s stock incentive plan, which requires that the option exercise price be based on the closing market price of the Company’s common stock on the date the option is granted. The eventual value received by an executive depends on the overall performance of the Company’s common stock. An executive may receive no value if the Common Stock underlying an option does not increase in value above the option’s exercise price.

The Committee considered the following factors in establishing the 2018 stock option grants for the Named Executive Officers: recommendation by the Chief Executive Officer, individual performance, change in responsibility, the recipient’s level within the Company’s overall workforce, prior equity compensation awards, the value of the stock option award as a percentage of the recipient’s total compensation and the expense associated with the awards. In addition, stock option grants were issued as part of various employment agreements entered into in fiscal 2018. Mr. Ponton, in connection with his employment agreement as President and Chief Executive Officer, received in August 2017: (i) a stock option grant of 300,000 shares, at an exercise price per share equal to the closing market price on the award date, which vests over three years in three substantially equal installments as follows: (a) one-third on each of the first two yearly anniversaries of the grant dates; and (b) the final one-third 11 months into the third year; and (ii) a stock option to purchase an additional 100,000 shares, at an exercise price of $65.00 per share, which vests only if the closing price of the common stock is $65.00 or higher for 45 consecutive days. Mr. Naylor, in connection with his employment agreement as Chief Operating Officer, received in March 2018 a stock option grant of 44,000 shares, at an exercise price per share equal to the closing market price on the award date, which vests in three substantially equal annual installments.

The Company also made grants of restricted stock units in fiscal 2018 pursuant to various employment agreements entered into in fiscal 2018. Mr. Ponton, in connection with his employment agreement as President and Chief Executive Officer, received in August 2017, a grant of 30,000 restricted stock units, which vests over three years in three substantially equal installments as follows: (a) one-third on each of the first two yearly anniversaries of the grant dates; and (b) the final one-third 11 months into the third year. Mr. Naylor, in connection with his employment agreement as Chief Operating Officer, received in March 2018 a grant of 8,736 restricted stock units, which vests in three substantially equal annual installments.

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Executive Officer Stock Ownership Guidelines

The Company requires its Named Executive Officers to achieve and maintain a certain minimum level of ownership of the Company’s common stock. On December 2, 2010, the Board of Directors revised the Monro, Inc. Stock Ownership Guidelines, increasing the requirement for stock ownership for certain individuals affiliated with the Company. The purpose of the guidelines was to further engage certain senior executives and the members of the Board in the long-term success of the Company. The Company’s stock guidelines for its Named Executive Officers are as follows:

Each covered executive is required to achieve his or her required ownership level within four years of the commencement date of his or her employment or promotion. As of March 31, 2018, all of the Named Executive Officers were still in their respective transition periods for becoming compliant. Mr. D’Ambrosia is expected to be fully compliant with the ownership levels required by the guidelines by July 2021, and Messrs. Ponton and Naylor and Mmes. Mulholland and Brundage are expected to be fully compliant by July 2022.

Clawback Policy

In May 2018, the Board adopted the Monro, Inc. Executive Compensation Recoupment Policy (the “Clawback Policy”). The Clawback Policy provides for the recoupment of certain incentive compensation in the event of a financial restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws, and acts of fraud, misappropriation or embezzlement. The Clawback Policy is administered by the Committee and applies to current and former executive officers and such other employees who may from time to time be deemed subject to the policy by the Committee.

Anti-Hedging and Pledging Policy

Under our insider trading policy, we prohibit employees from engaging in transactions in our securities involving publicly traded options, short sales and hedging transactions because they may create the appearance of unlawful insider trading and, in certain circumstances, present a conflict of interest. In addition, our insider trading policy prohibits employees from pledging our securities as collateral for a loan or holding our securities in a margin account unless the margin feature is not utilized or our securities are otherwise excluded from being pledged.

Retirement Benefits under the 401(k) Plan, Executive Perquisites and Generally Available Benefit Programs

The Company also provides the Named Executive Officers with perquisites and other personal benefits that the Committee believes are reasonable and consistent with the Company’s overall executive compensation program, the Committee’s executive compensation philosophy, as well as the Committee’s objective better to enable the Company to attract and retain the most talented and dedicated executives possible. The Committee periodically reviews the levels of perquisites and other personal benefits provided to the Named Executive Officers.

The Company sponsors, for all employees, a profit sharing plan with a 401(k) feature, which is intended to qualify under Section 401(a) of the Internal Revenue Code. The Company has generally matched 50% of the first 4% of pay that is contributed to the 401(k) plan, but recently amended the plan to increase the match to 50% of the first 6% of pay contributed. Participants are 100% vested in their own contributions at all times. Matching contributions vest 25% after two years of service, 50% after three years of service, 75% after four years of service and 100% after five years of service. In addition, any employee whose plan benefit is limited by Internal Revenue Code limitations (including each of the Company’s Named Executive Officers), may participate in the Deferred Compensation Plan. The purpose of the Deferred Compensation Plan is to provide affected employees with the opportunity to receive a retirement benefit that bears a comparable ratio to compensation as is provided to employees whose retirement benefit is not limited by the Internal Revenue Code.

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The Deferred Compensation Plan provides the opportunity for eligible employees, including the Named Executive Officers, to defer the receipt of certain compensation, including base salary and short-term incentives. Under the Deferred Compensation Plan, the Company matches base salary deferral amounts for salary over the Internal Revenue Code compensation limit (applicable to qualified employee 401(k) plans) using the same matching formula as under the Company qualified 401(k) Profit Sharing Plan. No amounts credited under the Deferred Compensation Plan are funded, and the right of a participant or beneficiary to receive a distribution is an unsecured claim against the general assets of the Company. The Deferred Compensation Plan is part of the Company’s competitive total compensation and benefits package that helps it attract and retain key talent. The costs of the Deferred Compensation Plan are included in the “Nonqualified Deferred Compensation Table”. The current annual earnings rate of 5% is credited to the account.

The Company’s other benefit plans primarily include medical and other health care benefits, group life insurance, disability and an employee stock purchase plan which allows eligible employees to utilize a percentage of their base salary to purchase shares of Company’s common stock.

Each Named Executive Officer is provided with the use of a company-owned vehicle or a car allowance, as well as participation in the plans and programs described above.

The Committee may, in its discretion, revise, amend or add to an executive officer’s perquisites and benefits as, when and if it deems advisable or appropriate. The Committee believes, based upon publicly available information, that the benefits described above are typical for senior executives at comparable companies.

Attributed costs of the perquisites and personal benefits described above for the Named Executive Officers for fiscal 2018 are included in the “All Other Compensation” column of the “2018 Summary Compensation Table” appearing below.

Fiscal 2019 Compensation Changes

Looking forward to Fiscal 2019, we have made a number of changes to our compensation program to reinforce our commitment to pay for performance, better to align with market practices, and to provide a clearer line-of-sight within our executive incentive programs. Changes were based on a thorough review of market and peer practices and in consultation with the compensation advisor to our Committee, Exequity LLP.

FY2019 Annual Incentive Plan

Specifically, our Fiscal 2019 annual incentive bonus plan will be more focused on profitable earnings and organic growth, with an individual component to provide a sharper focus on key initiatives and individual performance. The Fiscal 2019 plan will be a departure from prior plans, which was based on Company pre-tax income exclusively, by incorporating three measures meant to focus executives on the Company’s objectives to drive revenue, profit and same store sales. Fiscal 2019 measures and weighting includes: 40% based on comparable store sales, 40% based on pre-tax income and 20% based on key individual initiatives (“KPIs”). The KPIs goal will allow for greater flexibility in assessing individual performance and contributions that further the stated corporate objectives. In addition, we have reworked our goal setting process for threshold, target, and maximum performance to ensure greater linkage with Company performance and expectations, and executive contributions. In setting targets for Fiscal 2019, management considered several factors, including past Company performance versus budget, investor and analyst expectations, internal budgets, and peer and industry expectations. We have also modified our payout scale to be more in-line with market practice. Annual bonus awards for executives will range from 0% to 200% based on performance, except for those with employment agreements previously agreed to by the Compensation Committee. No bonus will be earned for performance below threshold, 50% payout for threshold performance (except for those with employment agreements), 100% payout for target performance and 200% payout for maximum performance (except for those with employment agreements); actual awards will be interpolated based on performance/payout scale.

FY2019 Long-Term Incentive Plan

Our current philosophy of awarding 100% of the long-term incentive value in stock options has served us well in ensuring value for employees when value is also created for shareholders. However, we also recognize the need to provide greater line-of-sight to performance goals, align payouts with the achievement of multi-year operational objectives, and to recognize the need to retain a talented workforce. As such, starting in Fiscal 2019, we have moved to a three-pronged approach where long-term incentive values will generally be comprised of: 50% stock options, 30%

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time-vesting restricted stock units (“RSUs”), and 20% performance-vesting restricted stock units (“PSUs”). Stock options and RSUs will vest ratably over four years. PSUs will vest in their entirety based on the Company’s performance relative to a three-year average return on invested capital (“ROIC”) goal, which will be calculated at the end of our fiscal year 2021. We believe our three-pronged approach to long-term incentives will encourage retention, performance and a continuing link with shareholders.

The changes to our compensation program for Fiscal 2019 will continue to provide linkage with our shareholders, greater emphasis on our pay-for-performance philosophy and support our short- and long-term goals for the Company. This table summarizes the current plan and proposed changes for Fiscal 2019.

Other Matters

Employment Agreements

The Company has entered into employment agreements with each of Brett T. Ponton, Brian J. D’Ambrosia, Matthew Evan Naylor and John W. Van Heel. Each of these employment agreements was reviewed and approved by the Committee. In addition, the Board of Directors reviewed and approved the Company’s employment agreements with Messrs. Ponton and Van Heel. The Committee believes that these employment agreements are an important part of the overall executive compensation program and serve as a recruitment and retention device.

The agreement for each executive generally addresses: role and responsibilities; rights to compensation and benefits during active employment; resignation by the employee with or without “Good Reason” as defined in the agreement; termination in the event of death, disability or retirement; and termination for “Cause” and termination without “Cause”, as defined in the agreement. Further, the agreement stipulates that the executive may not compete with the Company or solicit its employees for prescribed periods following termination of employment or disclose confidential information.

Each contract also contains termination and related pay provisions in the event of a “change in control”. In all cases, for the change in control provision to apply, there must be both (1) a “change in control”, as well as (2) a termination by the Company without cause or a resignation by the executive for reasons defined in the agreement, including a material diminution of his or her duties. A “change in control” is generally deemed to occur (i) when a person or group who was not an affiliate as of the date the Company entered into the agreement (a “Non-Affiliate”) acquires beneficial ownership of 50% or more of the Company’s Common Stock; (ii) upon the sale of the Company substantially as an entity to a

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Non-Affiliate; or (iii) when there occurs a merger, consolidation or other reorganization of the Company with a Non-Affiliate, in which the shareholders of the Company immediately preceding the merger hold less than 50% (disregarding the voting and consent rights of the Class C Preferred Stock) of the combined voting power for the election of directors of the Company immediately following the merger. Consistent with Company policy, none of the employment agreements include an excise tax gross-up provision.

Ponton Agreement

In June 2017, the Company entered into an employment agreement (the “Ponton Agreement”) with Mr. Ponton. The three-year agreement is effective August 1, 2017 through July 31, 2020. During the term of the Ponton Agreement, Mr. Ponton will serve as the President of the Company and, effective as of October 2, 2017 and for the remainder of the term of the Ponton Agreement, Mr. Ponton also will serve as the Company’s Chief Executive Officer.

Under the Ponton Agreement, Mr. Ponton (i) is paid a base salary of $550,000; (ii) is eligible to earn an annual bonus, pursuant to the terms of the Company’s bonus plan, of up to 150% of his base salary upon the achievement of certain predetermined corporate objectives, which is consistent with other Company executives; and (iii) participates in the Company’s other incentive and welfare and benefit plans made available to executives. In connection with signing the Ponton Agreement, Mr. Ponton received a $600,000 signing bonus, a pro rata portion of which must be repaid to the Company if Mr. Ponton is terminated by the Company for Cause (as defined therein) or Mr. Ponton resigns other than for Good Reason (as defined therein) before August 1, 2018. In addition, under the Ponton Agreement, Mr. Ponton is entitled to certain payments upon a termination without Cause (as defined therein), a resignation by Mr. Ponton for Good Reason (as defined therein) or a termination in the event of a Change in Control of the Company (as defined therein), all as set forth in detail in the Ponton Agreement.

D’Ambrosia Agreement

In December 2016, the Company entered into an employment agreement (the “D’Ambrosia Agreement”) with Mr. D’Ambrosia. The four year agreement is effective January 1, 2017 through December 31, 2020. During the term of the D’Ambrosia Agreement, Mr. D’Ambrosia will serve as the Senior Vice President – Finance and Chief Financial Officer of the Company.

Under the D’Ambrosia Agreement, Mr. D’Ambrosia (i) is paid a base salary of $275,000; (ii) is eligible to earn a target annual bonus, pursuant to the terms of the Company’s bonus plan, of up to 75% of his base salary upon the achievement of certain predetermined corporate objectives, which is consistent with other Company executives; and (iii) participates in the Company’s other incentive and welfare and benefit plans made available to executives. In addition, under the D’Ambrosia Agreement, Mr. D’Ambrosia is entitled to certain payments upon a termination without Cause (as defined therein), a resignation by Mr. D’Ambrosia for Good Reason (as defined therein) or a termination in the event of a Change in Control of the Company (as defined therein), all as set forth in detail in the D’Ambrosia Agreement.

In June 2018, the Company and Mr. D’Ambrosia amended the D’Ambrosia Agreement, effective as of April 1, 2018, to increase his base salary to $350,000 and to increase his target and maximum annual bonus opportunity to 45% and 112.5%, respectively, of his base salary starting with the annual bonus for fiscal 2019.

Naylor Agreement

In March 2018, the Company entered into an employment agreement (the “Naylor Agreement”) with Mr. Naylor. The three-year agreement is effective March 26, 2018 through March 31, 2021. During the term of the Naylor Agreement, Mr. Naylor will serve as the Chief Operating Officer of the Company.

Under the Naylor Agreement, Mr. Naylor (i) is paid a base salary of $350,000; (ii) is eligible to earn an annual bonus, pursuant to the terms of the Company’s bonus plan, of up to 112.5% of his base salary upon the achievement of certain predetermined corporate objectives, which is consistent with other Company executives; and (iii) participates in the Company’s other incentive and welfare and benefit plans made available to executives. In addition, under the Naylor Agreement, Mr. Naylor is entitled to certain payments upon a termination without Cause (as defined therein), a resignation by Mr. Naylor for Good Reason (as defined therein) or a termination in the event of a Change in Control of the Company (as defined therein), all as set forth in detail in the Naylor Agreement.

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Van Heel Agreement

Mr. Van Heel’s employment agreement expired on October 1, 2017. On June 28, 2017, Mr. Van Heel resigned as President of the Company, effective as of August 1, 2017. In addition, Mr. Van Heel’s employment as Chief Executive Officer of the Company ended on October 1, 2017 upon the expiration of his term of employment in accordance with the terms of his existing employment agreement with the Company and, in connection therewith, on June 28, 2017, Mr. Van Heel also tendered his resignation as a member of the Board of Directors, effective as of October 1, 2017.

Mr. Van Heel remained with the Company as an advisor for six months after the expiration of his employment agreement. In connection with Mr. Van Heel’s transition to this advisory role, the Company entered into an agreement with Mr. Van Heel on June 28, 2017 (the “Van Heel Agreement”). The Van Heel Agreement became effective on October 2, 2017 for a term expiring on March 31, 2018. Under the Van Heel Agreement, the Company agreed to pay Mr. Van Heel a lump sum payment of $275,000 in recognition of prior services he rendered to the Company. In addition, Mr. Van Heel agreed to, among other things, render part-time services as an advisor to the Company and assist in the Chief Executive Officer transition, in exchange for a monthly payment of $33,333.

The provisions described above and other material provisions of the Company’s employment agreements with Messrs. Ponton, D’Ambrosia, Naylor and Van Heel are discussed in the “Summary Compensation Table”, the “Grants of Plan-Based Awards Table”, and in the “Potential Payments Upon Termination or Change in Control” sections of this Proxy Statement.

At this time, the Committee has not determined that it is necessary to enter into employment agreements with any other executive positions. However, Vice President-level employees and above, including Zone Managers, are entitled to between one and six months’ base salary, depending on an individual’s length of service, as severance pay should they be terminated by the Company for reasons other than cause or poor performance. Further, Ms. Mulholland is entitled to two years’ base salary upon a termination in the event of a change in control of the Company.

Impact of Accounting and Tax Treatment of Compensation

The accounting and tax treatment of compensation generally has not been a significant factor in determining the amounts of compensation for the Company’s executive officers. However, the Committee and management have considered the accounting and tax impact of various program designs to balance the potential cost to the Company with the benefit/value to the executive.

Section 162(m) of the Internal Revenue Code generally places a $1 million deduction limit on the amount of compensation paid by a publicly traded company in any one year to certain executive officers. Prior to January 1, 2018, this deduction limit applied to the compensation paid to the chief executive officer and the three most highly compensated executive officers (other than the chief executive officer and chief financial officer) who were employed on the last day of the fiscal year. This $1 million deduction limit did not apply to compensation that met the Section 162(m) requirements for “qualifying performance-based compensation”. When designing all aspects of compensation, the Committee has considered the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code. However, we have reserved the right to administer our compensation arrangements in a manner that does not satisfy the requirements of Section 162(m) as we determine to be appropriate.

The “Tax Cuts and Jobs Act” eliminates the “qualified performance-based compensation” exception under Section 162(m) of the Internal Revenue Code for tax years beginning on or after January 1, 2018, but provides transition relief for compensation paid under binding written contracts that were in effect as of November 2, 2017, so long as the contract is not materially modified after such date. As a result, compensation paid to our covered executive officers (including the income recognized upon the exercise of stock options) in excess of $1 million will not be deductible by us unless it qualifies for the transition relief. The Tax Cuts and Jobs Act also expanded the executive officers subject to the Section 162(m) $1 million deduction limit, which now includes anyone who has ever been our chief executive officer, chief financial officer or one of the three highest paid named executive officers (other than the chief executive officer and chief financial officer) in any fiscal year beginning on or after January 1, 2017. Due to the lack of regulatory and other guidance pertaining to the future interpretation of Section 162(m) of the Internal Revenue Code and the transition relief, no assurance can be given that compensation intended to qualify for the performance-based exception in fact will so qualify.

We make no representation that the compensation of our Named Executive Officers will be fully deductible for federal income tax purposes, and we continue to reserve the right to award compensation that is not fully deductible under Section 162(m) of the Internal Revenue Code and to administer our compensation arrangements in a manner that does not satisfy the requirements of Section 162(m) as we determine to be appropriate.

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Policy Concerning Additional Tax on Nonqualified Deferred Compensation Plan Benefits

Monro’s compensation and benefit plans and arrangements have been designed and administered with the objective of not triggering the additional tax under Section 409A of the Internal Revenue Code.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Brett T. Ponton, our Chief Executive Officer (our CEO).

For fiscal 2018, the median of the annual total compensation of all employees of the Company (other than our CEO) was $34,543, and the annual total compensation of our CEO was $5,900,411. Based on this information, we reasonably estimate that the ratio of the annual total compensation of our CEO to the median annual total compensation of all other employees for fiscal 2018 was 171 to 1.

To identify the median employee, we used the following methodology and material assumptions, adjustments and estimates:

After we identified our median employee, we calculated the median employee’s annual total compensation for fiscal 2018 in accordance with the requirements of the applicable SEC rules.

During fiscal 2018, Mr. Van Heel served as our CEO until October 1, 2017, at which time Mr. Ponton became our CEO and served in such capacity for the remainder of fiscal year 2018. As permitted by SEC rules, we chose to use the annual total compensation of Mr. Ponton to calculate our pay ratio. We determined Mr. Ponton’s annual total compensation for fiscal 2018 was $5,900,411, which, as required by SEC rules, includes his annualized base salary, bonus and certain recurring perquisites for fiscal 2018. Because we are required to annualize his base salary, Mr. Ponton’s annual total compensation for purposes of this pay ratio is greater than the total compensation reported for him in our 2018 Summary Compensation Table.

To calculate the pay ratio, we divided our CEO’s annual total compensation by our median employee’s annual total compensation.

We believe that our pay ratio for fiscal 2018 was impacted by our hiring Mr. Ponton during such fiscal year. As described in the CD&A, in addition to the compensation granted to and earned by Mr. Ponton during fiscal 2018 for his services as CEO, his annual total compensation for fiscal 2018 reflects a signing bonus in connection with his employment agreement, as well as a special stock option grant with an above-market exercise price and a time-vesting restricted stock unit grant, which was in addition to our usual stock option grant. The inclusion of these one-time additional items for Mr. Ponton significantly increased his annual total compensation for fiscal 2018, and, consequently, our pay ratio for fiscal 2018.

The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

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Compensation Risk Assessment

During fiscal 2018, Company management, along with the Committee, considered whether any of the Company’s compensation policies and practices has the potential to create risks that are reasonably likely to have a material adverse effect on the Company. Management considered the risk profile of the Company’s business and the design and structure of its compensation policies and practices. The Company concluded that the risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the Company based on the following:

These factors were discussed with the Committee during the preparation of this Proxy Statement, and it was concluded that the risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

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EXECUTIVE COMPENSATION TABLES

2018 Summary Compensation Table

The table below sets forth the compensation paid to or earned by the Company’s “Named Executive Officers” listed in the table for the three year period ended March 31, 2018.

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Grants of Plan–Based Awards

The following table provides information regarding plan-based awards under the Company’s stock incentive plans granted during fiscal 2018 to the Named Executive Officers. It also presents estimated possible payouts under the annual incentive bonus plan for fiscal 2018.