Ides Capital Comments on Its Successful Campaign to Eliminate Retrograde Multi-Class Share Structure at Monro, Inc.

Rhea-AI Summary

Monro's Board of Directors has responded to Ides Capital Management's campaign and taken action to eliminate the 'Corporate Golden Share' held by Peter J. Solomon. The Board will also declassify so that each Monro Director stands for election on an annual basis. Ides urges the Board to satisfy the need for independent directors with automotive industry operational experience and create a strategic review committee to maximize shareholder value.

Positive

• Monro's Board has approved the elimination of the Class C Convertible Preferred Stock, which gives holders 'veto power' over every matter put to a common shareholder vote.
• The Board's decision to eliminate the Class C Stock marks the beginning of a newly democratic era for Monro's shareholders.
• Ides urges the Board to explore accelerating sunset provisions tied to the elimination of the Class C Stock.
• Ides recommends that the Board create a strategic review committee to explore strategic opportunities with potentially interested parties.
• Monro's common shareholders are encouraged to engage with the Company on important matters.

Negative

• None.

Gratified that Monro’s Board has Responded to Ides’ Campaign and Taken Action to Eliminate ‘Corporate Golden Share’ Held by Peter J. Solomon

Pleased that Board Will Declassify so that Each Monro Director Stands for Election on an Annual Basis

Advocates for Monro’s Board to Promptly Satisfy Need for Independent Directors with Automotive Industry Operational Experience

Urges Monro’s Board to Immediately Create a Strategic Review Committee to Receive and Explore Opportunities to Maximize Shareholder Value

Encourages Monro’s Shareholders to Vote for Amendments and to Continue to Engage with Company Around Important Matters

NEW YORK--(BUSINESS WIRE)-- Ides Capital Management, LP (together with its affiliates, “Ides”) is a New York-based investment advisor that engages with corporate boards and management teams to drive long-term shareholder value, sustainable change and inclusive outcomes at small and mid-capitalization publicly traded companies.

Ides, a shareholder of Monro, Inc. (“Monro” or the “Company”) (NASDAQ: MRNO) is gratified that, against the backdrops of Ides’ overwhelmingly supported 2021 shareholder proposal and successful 2022 “Vote No” campaign, Monro’s Board of Directors (the “Board”) has approved and entered into an agreement with Peter J. Solomon (and related persons and entities) to eliminate, subject to shareholder approval, the onerous Class C Convertible Preferred Stock (“Class C Stock”). Holders of the Class C Stock possess “veto power” over every matter put to a common shareholder vote. Ides is further pleased by the Board’s unanimous approval of an amendment to Monro’s Certificate of Incorporation which, subject to shareholder approval, declassifies the Board such that every Monro Director stands for election by common shareholders on an annual basis.

Ides Capital CIO Dianne McKeever stated:

“In both 2021 and 2022, Ides Capital took action to provide Monro’s long-suffering common shareholders with opportunities to vote for change at Monro’s Annual Meeting. Monro’s common shareholders responded in kind by sending resounding mandates that the Board overhaul the Company’s retrograde governance practices, including through the recapitalization of the ‘corporate golden share’ Class C Stock and a refreshment of the Board’s structure.

On the heels of Ides’ engagement, Monro’s common shareholders, upon their affirmative vote, can rest assured that their votes may no longer be capriciously cast aside. The Board’s decision to eliminate the Class C Stock not only closes the book on Monro’s autocratic, anachronistic and, ultimately, ineffective corporate governance history but also ushers in a newly democratic era for Monro’s shareholders, who now appropriately have the unassailable opportunity to hold the entire Monro Board accountable on an annual basis. Ides strongly believes these important governance improvements will similarly mark the beginning of a newly positive era for Monro’s broader base of corporate stakeholders, including its customers, its employees and the communities that Monro serves.”

Ides urges Monro’s Board to continue to explore the acceleration of any proposed sunset provisions tied to the elimination of the Class C Stock and to immediately take all required action to fully recognize the 2022 common shareholder vote. Ides continues to underscore that the Board must promptly address the complete dearth of independent automotive industry operational experience and expertise within the boardroom and should do so through an arms-length process that includes the retention of a director placement agency as well as input from Monro’s common shareholders. Further, Ides strongly recommends that the Board create a strategic review committee tasked with exploring strategic opportunities with potentially interested parties, as well as transparently reporting both: (1) a clear plan for value creation; and (2) performance and valuation objectives that can provide a baseline for comparison against possible strategic transactions.

Finally, Ides encourages Monro’s common shareholders to continue to engage with the Company around these and other matters that are critically important to them and to Monro’s future. Now, more than ever, Monro’s common shareholders can use their voice and their now reliable “one share, one vote” to ensure better stakeholder outcomes and long-term value creation at Monro.

About Ides Capital Management

Ides Capital Management LP is a New York-based activist investment advisor that engages with corporate boards and management teams to drive long-term shareholder value, sustainable change and inclusive outcomes at small and mid-capitalization publicly traded companies.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230519005085/en/

Longacre Square Partners

Dan Zacchei / Aaron Rabinovich

dzacchei@longacresquare.com / arabinovich@longacresquare.com

Source: Ides Capital Management, LP

FAQ

What action has Monro's Board taken in response to Ides Capital Management's campaign?

Monro's Board has approved the elimination of the 'Corporate Golden Share' held by Peter J. Solomon.

What is the significance of eliminating the Class C Convertible Preferred Stock?

The elimination of the Class C Stock marks the beginning of a newly democratic era for Monro's shareholders.

What does Ides urge Monro's Board to do regarding independent directors?

Ides urges the Board to satisfy the need for independent directors with automotive industry operational experience.

What recommendation does Ides make regarding strategic opportunities?

Ides recommends that the Board create a strategic review committee to explore strategic opportunities with potentially interested parties.

What are Monro's common shareholders encouraged to do?

Monro's common shareholders are encouraged to engage with the Company on important matters.