MONRO MUFFLER BRAKE, INC. (NASDAQ:MNRO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On June28, 2017, John W. Van Heel resigned as President of Monro
Muffler Brake, Inc. (the Company), effective as of August1, 2017.
In addition, Mr.Van Heels employment as Chief Executive Officer
of the Company will end on October1, 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 June28, 2017, Mr.Van Heel also tendered his
resignation as a member of the Board of Directors of the Company
(the Board), effective as of October1, 2017. Also on June28,
2017, the Board appointed Brett Ponton to serve as President of
the Company, effective as of August1, 2017, and as Chief
Executive Officer of the Company, effective as of October2, 2017.

Mr.Van Heel will remain with the Company as an advisor for six
months after his employment agreement expires on October1, 2017.
In connection with Mr.Van Heels transition to this advisory role,
the Company entered into an Agreement with Mr.Van Heel on June28,
2017 (the Van Heel Agreement). The Van Heel Agreement will become
effective on October2, 2017 for a term expiring on March31, 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 rendered by him to the Company. 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.

In connection with the transition, on June28, 2017, the Company
also entered into an Employment Agreement with Mr.Ponton (the
Ponton Agreement), effective as of August1, 2017. The Ponton
Agreement has a three-year term. Under the Ponton Agreement,
Mr.Ponton (i)will be paid an annual base salary of $550,000;
(ii)will be eligible to earn a bonus, to the terms of the
Companys bonus plan, of up to 150% of his base salary, upon the
achievement of corporate objectives determined by the
Compensation Committee of the Board; and (iii)will participate in
the Companys other incentive and welfare and benefit plans made
available to executives. Mr.Pontons base salary will be reviewed
annually by the Compensation Committee of the Board and may be
increased to reflect his performance and responsibilities.

In addition, Mr.Ponton is entitled to certain payments upon
death, disability, a termination without Cause (as defined in the
Ponton Agreement), a resignation by Mr.Ponton for Good Reason (as
defined in the Ponton Agreement), a determination by the Company
not to extend the term of the Ponton Agreement in accordance with
its terms, or a termination in the event of a Change in Control
(as defined in the Ponton Agreement) of the Company, all as set
forth in detail in the Ponton Agreement.

In consideration of Mr.Pontons execution of the Ponton Agreement,
the Company will pay Mr.Ponton a cash signing bonus of $600,000
on or promptly following August1, 2017. If Mr.Pontons employment
is terminated for Cause or he resigns other than for Good Reason,
in either case within one year following his commencement date,
he will be required to repay a pro rata portion of the signing
bonus. Additionally, effective as of August1, 2017, Mr.Ponton
will be entitled to the following equity awards to the Companys
2007 Stock Incentive Plan: (i)nonqualified stock options to
purchase 300,000 shares of the Companys common stock, par value
$0.01 per share (the Common Stock), that vest in in three ratable
installments over three years, subject to Mr.Pontons continued
employment with the Company through the applicable vesting date;
(ii)a nonqualified stock option to purchase 100,000 shares of
Common Stock, at an exercise price of $65.00 per share, with a
term of six years, which vests only if the closing price of the
Common Stock is $65.00 or higher for 45 consecutive days, subject
to Mr.Pontons continued employment with the Company; and
(iii)time-vesting restricted stock units with respect to 30,000
shares of Common Stock that vest in three ratable installments,
subject to Mr.Pontons continued employment with the Company
through the applicable vesting date.

to the Ponton Agreement, Mr.Ponton may not compete with the
Company for two years following his termination of employment. In
addition, he may not solicit Company employees for one year
following his termination of employment.

Mr.Ponton, age 47, brings more than 20 years of experience as a
senior executive in the automotive services industry, with
extensive knowledge of both franchised and company-operated
retail stores. Prior to joining the Company, Mr.Ponton will have
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.
Prior to then, he was 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.

There are no family relationships between Mr.Ponton and any
director or executive officer of the Company, and he does not
have any direct or indirect material interest in any transaction
required to be disclosed to Item404(a) of Regulation S-K.

On June27, 2017, Robert G. Gross informed the Company of his
intention to not stand for re-election to the Board when his
current term expires at the Companys 2017 Annual Meeting of
Shareholders, and tendered his resignation as Executive Chairman
of the Company, effective immediately. The Company thanks
Mr.Gross for his 18 years of distinguished service to the Board
and the Company.

In light of Mr.Grosss resignation as Executive Chairman, on
June28, 2017, the Board elected Robert E. Mellor to serve as an
independent Chairman of the Board, effective immediately.

On June27, 2017, Elizabeth A. Wolszon tendered her resignation as
a member of the Board, effective as of June26, 2017. Also on
June27, 2017, James R. Wilen tendered his resignation as a member
of the Board, effective immediately. The Company also thanks
Ms.Wolszon and Mr.Wilen for their years of exemplary service to
the Board and the Company.

On June28, 2017, the Company issued a press release announcing
these leadership changes. A copy of the press release is
furnished as Exhibit 99.1.

(d) Exhibits

The following exhibits are furnished as part of this Report:

MONRO MUFFLER BRAKE INC Exhibit
EX-99.1 2 d403248dex991.htm EX-99.1 EX-99.1 Exhibit 99.1     CONTACT        John Van Heel    Chief Executive Officer    (585) 647-6400    Media:    Carolyn Sargent    Rubenstein    (212) 843-8030 FOR IMMEDIATE RELEASE: MONRO MUFFLER BRAKE,…
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About MONRO MUFFLER BRAKE, INC. (NASDAQ:MNRO)

Monro Muffler Brake, Inc. is engaged in the provision of automotive undercar repair and tire services in the United States. The Company provides a range of services on passenger cars, light trucks and vans for brakes; mufflers and exhaust systems, and steering, drive train, suspension and wheel alignment. It also offers tires and routine maintenance services, which include state inspections. It offers repair and replacement of parts. Its store provides a range of undercar repair services for brakes, steering, mufflers and exhaust systems, suspension and wheel alignment, as well as tire replacement and service. It also offers scheduled maintenance services in its stores where services are packaged and offered to consumers based upon the year, make, model and mileage of each specific vehicle. Its maintenance services include oil change services, heating and cooling system flush and fill service, belt installation, fuel system service and a transmission flush and fill service.