MONRO INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Notice of 2024 Annual Meeting of

Shareholders and Proxy Statement

August 13, 2024

Rochester, NY 14615

Dear Fellow Shareholders, As I reflect upon my third year as Monro’s CEO, I’d like to thank all of Monro’s Teammates for their efforts in serving the needs of our customers, and our shareholders for their continued support. Over the last year, I have enjoyed visiting more of our stores and meeting even more of our Teammates. Without a doubt, this continues to be an exciting time to be part of Monro. The heart of our mission is to be a best-in-class, service first organization that prioritizes our customers and the communities we serve. We have a deep commitment to achieve operational excellence in our in-store execution that will allow us to meet the needs of our guests as well as training our people to maximize their productivity and success. Importantly, we remain committed to generating strong cash flow as fuel for future growth as well as returning capital to our shareholders, while also maintaining a conservative leverage profile.

Longer-Term Business Durability Despite Current Tire Deferral and Trade-Down Dynamics

Despite current tire dynamics, including an industry-wide deferral and trade-down cycle that has lasted longer than most in our industry would have expected, our business has durability over the longer-term. We are positioned as one of the leading players in our highly fragmented industry. At approximately 1,300 stores in 32 states, we have significant scale that gives us important competitive advantages over smaller players in our industry. We leverage this scale and the strength of our financial position to make critical investments in our business, our people and technology to deliver an outstanding guest experience. The fundamentals of our industry remain strong, including an overall growing trend of more than 280 million vehicles in operation, vehicle miles traveled that have recovered topre-COVID levels and an average vehicle age of more than 12 years that continues to increase. Furthermore, an increase in the complexity of vehicles continues to drive a shift from Do-It-Yourself to Do-It-For-Me, with future technology advances expected to accelerate the shift to Do-It-For-Me. While thenon-discretionary nature of our products and services may result in consumers deferring purchases or trading down, they cannot eliminate these purchases altogether. We have an experienced management team that is keenly focused on maximizing efficiencies, including costs, to protect margins during what we believe to be a temporary period of challenges to our topline. We are navigating current tire dynamics by leveraging the strength of our manufacturer-funded promotions, which has allowed us to optimize our assortment for improved tire profitability with a higher average selling price per tire. Encouragingly, based on retail sellout data from Torqata, a subsidiary of American Tire Distributors, our tire market share has remained broadlyin-line with the overall market in our higher-margin tiers. We are also responding to continued consumer trade-down dynamics by accelerating our proportion of tires at opening price points.

Exciting Initiatives to Offset Tire Market Weakness

We have recently implemented four exciting initiatives to offset weakness in the tire market. The first is an investment we’ve made in our stores to convert our 32-point courtesy inspection from a paper-based process to a digital tablet-based system that presents other needed services to our customers via industry data and pictures. This gives our store teams greater ability to build engagement and trust with our guests, which supports additional service attachment. It also supports the marketing back of any declined work for future visits. Additionally, it allows us to capture more structured data on the vehicles that we see and gives us more control over a keyin-store process. The second is a service coupon where we are offering customers a rebate toward the purchase of additional services with the purchase of one set of brake pads or rotors. The third is a buy three tires, get one free promotion we have been running with the help of three of our tire suppliers, which allows us to sell better quality tires to a value-oriented consumer. The fourth is an oil change offer that was developed as part of our renewed partnership with Valvoline, where our customers can earn cashback on an oil change. We look forward to sharing our progress on these initiatives in the year ahead.

Foundational Progress that will Enable Us to Reap Benefits when Tire Volumes Recover

We have expanded our gross margins through tire mix optimization, labor optimization through actions to reducenon-productive labor costs, including overtime hours in our stores, and labor efficiency through productivity improvements, including scheduling, training and our attachment selling initiatives. We will continue to remain relentlessly focused on continuously improving our customer experience, improving our 300 small or underperforming stores and maintaining a balanced approach between our tire and service categories with competitive pricing to drive store traffic. In addition, our efforts to optimize inventories by leveraging strong vendor partnerships is resulting in better availability, quality and cost of parts and tires in our stores. It has improved our cash conversion cycle through inventory management and extended payment terms. Our solid financial position, including operating cash flow generation of $125 million in Fiscal 2024, as well as the strength of our balance sheet, supports capital return to shareholders through a healthy dividend program. We have positioned our business for a return to earnings growth when we’re able to achieve flat tire units with appropriate attachments on service categories.

Progress in Advancing our Environmental, Social and Governance (ESG) Priorities

Over the past year, we made additional progress in advancing our ESG initiatives and recently published our fourth annual ESG report on the ESG section of our corporate website. Among our accomplishments, we continue to put our people first through continued investments in Teammate training and development, improved our people’s well-being through enhancements to work-life balance and our Teammate Assistance Fund, and made further strides in reducing our environmental impact. As our business grows, so does our commitment to further incorporating ESG practices in our strategy and operations, which is fundamental to our ability to create sustainable value for our stakeholders. We continue to make progress on our two ESG goals relating to employee safety and energy efficiency. These goals are tangible examples of how ESG factors are embedded in our everyday business decisions.

Driving Long-term Shareholder Value

In closing, despite some of the challenges posed by the current macro-economic environment, our foundational progress sets the stage for a brighter future ahead. In Fiscal 2024, the Company continued to accelerate its strategic growth initiatives, strengthened its financial position and returned approximately $80 million to shareholders through dividends and share repurchases. Our business continues to be well-positioned, and I am confident that we remain on a path to restore our gross margins back topre-COVID levels with double-digit operating margins over the longer-term.

Looking Ahead

Although our business has been disadvantaged by temporary challenges in the tire category, we have made progress on our journey to transform this great organization during Fiscal 2024, and I believe these accomplishments will be instrumental to our success in unleashing Monro’s full potential in the coming year and beyond. As we head into Fiscal 2025, we remain laser-focused on our initiatives to improve sales, expand margins and create cash. We are poised to win with our scale, strategic relationships and our experienced management team. The continued dedication of our valued Teammates and our strong commitment to providing a five-star customer experience will remain critical to our success.

On behalf of the Board of Directors and the Senior Leadership Team, I would like to thank you for your continued support of Monro. I look forward to speaking with you at our annual meeting on August 13, 2024.

Sincerely,

/s/ Michael T. Broderick

Michael T. Broderick

President and Chief Executive Officer

July 3, 2024

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they address future events, developments, and results and do not relate strictly to historical facts. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements preceded by, followed by, or including words such as “aim,” “anticipate,” “believe,” “can,” “could,” “design,” “estimate,” “expect,” “focus,” “intend,” “may,” “plan,” “potential,” “seek,” “strategy,” “will,” “would,” and variations thereof and similar expressions. Forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed. For example, our forward-looking statements include, without limitation, statements regarding our ability to generate cash flow; and the success of our compensation program in achieving its objectives.

Any of these factors, as well as such other factors as discussed in our Annual Report on Form 10-K (“Form 10-K”), as well as in our periodic filings with the Securities and Exchange Commission (the “SEC”), could cause our actual results to differ materially from our anticipated results. We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to update these forward-looking statements after the date of this Proxy Statement to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.

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” Proposals No. 2-3.

How to Vote

Using the control number that appears on the Notice of Internet Availability (the “Notice”), you may vote your shares:

Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders’ Meeting to be Held on August 13, 2024: We are following the Securities and Exchange Commission’s“e-proxy” rules that allow public companies to furnish proxy materials to shareholders over the Internet. Instead of a physical copy, you have received a Notice of Internet Availability of Proxy Materials, which provides instructions on how to view our proxy materials for the Annual Meeting over the Internet, how to vote, and how to request a printed copy of the proxy materials.

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.

Governance Highlights

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

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

Director Nominees

You are being asked to vote to elect the following five director nominees to Class 1 of our Board of Directors. Detailed information about each of these nominees begins on page 7 of the Proxy Statement.

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Board of Directors Overview

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

Executive Compensation Overview

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