Monro shareholders approve board declassification and Class C preferred stock conversion amendments

On August 17, 2023, the Company filed the Liquidation Amendment with the Department of State of the State of New York. The Liquidation Amendment is effective upon filing. Pursuant to the Liquidation Amendment, section 4(d)(iii) of the Restated Certificate was amended to provide that each holder of Class C Preferred Stock be entitled to receive, for each share of Class C Preferred Stock held by such holder upon a liquidation, dissolution, or winding up of the affairs of the Company, an amount equal to the greater of $1.50 per share and the amount such holder would have received had such share of Class C Preferred Stock been converted to shares of common stock immediately prior to such liquidation, dissolution, or winding up.

On August 17, 2023, the Company filed the Reclassification Amendment with the Department of State of the State of New York. The Reclassification Amendment is effective upon filing. Pursuant to the Reclassification Amendment, section 4(d)(iv) of the Restated Certificate was amended to provide for the automatic conversion of each issued and outstanding share of Class C Preferred Stock into shares of common stock on the sunset date (as defined in the Reclassification Amendment) and an increase in the current conversion rate of Class C Preferred Stock under the Restated Certificate of 23.389 shares of common stock to 61.275 shares of common stock.

On August 17, 2023, the Company filed the Board Declassification Amendment with the Department of State of the State of New York. The Declassification Amendment is effective upon filing. Pursuant to the Board Declassification Amendment, sections 6(b) and 6(c) of the Restated Certificate were amended and restated to provide that the class of directors standing for election at our 2024 Annual Meeting of Shareholders will stand for election for one-year terms expiring at the 2025 Annual Meeting of Shareholders and, commencing with the 2025 Annual Meeting of Shareholders, the Board of Directors shall cease to be classified and all of the directors elected at such meeting (and each meeting thereafter) shall be elected for a term expiring at the next annual meeting of shareholders.

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. The number of shares of common stock that voted for or against, or that abstained from voting for, the ratification of the re-appointment of PricewaterhouseCoopers, LLP are summarized in the table below. Votes For Votes Against Abstentions 28,607,457 1,037,671 10

The Company’s shareholders voted to approve the Board Declassification Amendment to declassify the Board of Directors. The number of shares of common stock that voted for or against, or that abstained from voting on, the Board Declassification Amendment, as well as the number of broker non-votes, are summarized in the table below. Votes For Votes Against Abstentions Broker Non-Votes 28,741,277 7,121 4,131 892,609

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. The number of shares of common stock that (i) voted for the election of each director and (ii) withheld authority to vote for each director, as well as the number of broker non-votes, are set forth in the table below. Nominee Votes For Votes Withheld Broker Non-Votes Stephen C. McCluski 24,930,380 3,822,149 892,609 Robert C. Mellor 24,460,039 4,292,490 892,609 Peter J. Solomon 24,558,287 4,194,242 892,609 Hope B. Woodhouse 26,552,161 2,200,368 892,609

The Company’s shareholders voted to approve, on an advisory basis, an annual frequency of future advisory votes on executive compensation. The number of shares of common stock that voted for a 1-year, 2-year, or 3-year frequency, or that abstained from voting on the frequency of future advisory votes on compensation paid to the Company’s named executive officers, as well as the number of broker non-votes, are set forth in the table below. [In accordance with the frequency recommended by the Company’s shareholders, the Board of Directors has determined that the frequency of future advisory votes on executive compensation will occur every year until the next required vote or until the Board of Directors otherwise determines that a different frequency for such votes is in the best interests of the Company’s shareholders.] 1-Year 2-Year 3-Year Abstentions Broker Non-Votes 27,277,181 2,624 1,467,254 5,470 892,609

The Company’s shareholders re-elected the following director as Class 1 Director to serve a one-year term until the Company’s 2024 Annual Meeting of Shareholders and until her successor has been duly elected and qualified. The number of shares of common stock that (i) voted for the election of such director and (ii) withheld authority to vote for such director, as well as the number of broker non-votes, are set forth in the table below. Nominee Votes For Votes Withheld Broker Non-Votes Lindsay N. Hyde 24,964,879 3,787,650 892,609

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. The number of shares of common stock that voted for or against, or that abstained from voting on, the Liquidation Amendment, as well as the number of broker non-votes, are summarized in the table below. Additionally, the Liquidation Amendment was approved by the affirmative vote of at least a majority of the outstanding shares of common stock unaffiliated with the Class C Shareholders, as required by the Reclassification Agreement. Votes For Votes Against Abstentions Broker Non-Votes 28,688,039 58,492 5,998 892,609

The Company’s shareholders voted to approve, on an advisory basis, the compensation paid to the Company’s named executive officers. The number of shares of common stock that voted for or against, or that abstained from voting on, the compensation paid to the Company’s named executive officers, as well as the number of broker non-votes, are set forth in the table below. Votes For Votes Against Abstentions Broker Non-Votes 27,943,219 797,643 11,667 892,609

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. The number of shares of common stock that voted for or against, or that abstained from voting on, the Reclassification Amendment are summarized in the table below. Additionally, the Reclassification Amendment was approved by the affirmative vote of at least a majority of the outstanding shares of common stock unaffiliated with the holders of Class C Preferred Stock (the “Class C Shareholders”), as required by the Reclassification Agreement by and among the Company and the Class C Shareholders, dated May 12, 2023 (the “Reclassification Agreement”). Votes For Votes Against Abstentions Broker Non-Votes 28,689,318 57,807 5,404 892,609