ISS, Glass Lewis urge shareholders to back hedge fund’s call for changes at Monro By Reuters4 min read

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© Reuters.

By Svea Herbst-Bayliss

BOSTON (Reuters) -Two powerful proxy advisory firms support an activist investor’s proposal to overhaul the financial structure at auto service company Monro Inc, according to reports seen by Reuters, paving the way for all shareholders to have a say on hot-button issues where one person now has veto power.

Institutional Shareholder Services and Glass Lewis have urged shareholders in the $1.9 billion U.S. car service and tire centers company to approve a non-binding shareholder proposal made by hedge fund Ides Capital Management when they vote at next week’s annual meeting.

Monro, publicly traded since 1991, has two share classes. Its Class C Preferred structure allows one board member, 82-year old investment banker Peter J. Solomon, to overrule votes from all other stockholders, including BlackRock (NYSE:), Vanguard Group and T. Rowe Price. Solomon holds 100% of Monro’s outstanding Class C Preferred shares which make up 0.06% of the total share count as of the record date.

ISS and Glass Lewis wrote in reports seen by Reuters that shareholders’ voting rights should match their economic interests, giving all Monro owners a say in decisions like who will sit on the board.

Getting rid of the dual class structure would “create an even playing field for all shareholders, as well as a board that is more responsive to all shareholders,” Glass Lewis wrote.

Ides said Monro’s “undemocratic and unequal voting rights” hurt the company’s stock price. It has been pressing Monro for months to improve returns and change operations.

Monro’s stock price has risen 7.41% since January and closed at $57.25 on Wednesday. Still, it has lagged the benchmark index by 44.5% over the last year and by 95.6% over the last 10 years, Ides said in a regulatory filing.

A representative for Monro declined to comment.

“Monro is a textbook example of what can go wrong for corporate stakeholders when a board fails to uphold that principle,” Dianne McKeever, Ides’ chief investment officer said. “We filed the recapitalization proposal in order to provide Monro’s long-suffering shareholders with an opportunity to speak for themselves on the Company’s retrograde governance structure.”

If the proposal passes, she said she would expect the board “to take immediate action to uphold the majority will of Monro’s true economic owners – its common shareholders.”

Dual share class structures often give founders more power and have long raised eyebrows among governance experts especially as they are becoming slightly more popular with many new technology companies incorporating them as they go public.

Often there is a provision for the structure to expire after several years, which has not happened at Monro.

“Many institutional investors support sunsets of seven years or less because academic research has found that the value premium that some dual-class companies have when they go public fades to a discount six to nine years after the IPO,” said Amy Borrus, executive director of the Council of Institutional Investors.

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