Summary of MONRO MUFFLER BRAKE INC

Item 1.01 Material Definitive Agreements

On August 7, 2012, Monro Muffler Brake, Inc. (the "Company") entered into Employment Agreements with its Chief Executive Officer, Robert G. Gross and its President, John W. Van Heel. Both agreements become effective on October 1, 2012. Under the terms of his five (5) year Agreement, Mr. Van Heel will become the Company's Chief Executive Officer and President, effective October 1, 2012. Under the terms of his three (3) year Agreement, Mr. Gross will assume the role of Executive Chairman, effective October 1, 2012, and will render exclusive services to the Company on a part-time basis in the areas of investor relations, potential acquisitions and strategic planning.

Under his Agreement, Mr. Van Heel (i) will be paid a base salary of $550,000;
(ii) will be eligible to earn a target annual bonus, pursuant to the terms of the Company's Management Incentive Compensation Plan, equal to up to 150% of his base salary upon the achievement of certain predetermined corporate objectives and (iii) will participate in the Company's other incentive and welfare and benefit plans made available to executives. In addition, Mr. Van Heel is entitled to certain payments upon death, disability, a termination without Cause (as defined therein), a resignation by Mr. Van Heel for Good Reason (as defined therein) or a termination in the event of a Change in Control of the Company (as defined therein), all as set forth in detail in the Agreement. In addition, the Company's Compensation Committee will award to Mr. Van Heel on October 1, 2012, a six (6) year option to purchase 300,000 shares of Common Stock, at an exercise price equal to the closing price of the Company's stock on the date of the award. The option grant to Mr. Van Heel will vest equally over four (4) years, beginning October 1, 2013.

Under his Agreement, Mr. Gross (i) will be paid a base salary of $420,000;
(ii) will be eligible to earn a target annual bonus, pursuant to the terms of the Company's Management Incentive Compensation Plan, equal to up to 150% of his base salary upon the achievement of certain predetermined corporate objectives and (iii) will participate in the Company's other incentive and welfare and benefit plans made available to executives. Mr. Gross will also receive a Non-Compete Payment (as defined therein) of $750,000, payable in five annual installments of $150,000, which payments will begin on October 1, 2012. To the extent the Company terminates the Agreement as a result of Mr. Gross's violation of either the non-competition or non-solicitation provisions of the Agreement, then the Non-Compete Payment shall be forfeited and Mr. Gross will repay to the Company any installments thereof. Finally, Mr. Gross is entitled to certain payments upon death, disability, a termination without Cause (as defined therein), a resignation by Mr. Gross for Good Reason (as defined therein) or a termination in the event of a Change in Control of the Company (as defined therein), all as set forth in detail in the Agreement.

Copies of the Company's Employment Agreements with Messrs. Van Heel and Gross are attached to this Current Report as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders ("Annual Meeting") of Monro Muffler Brake, Inc. (the "Company") was held on August 7, 2012. At the Annual Meeting, the Company's shareholders voted on each of the matters described below. Approximately 29,713,914 shares (representing 96% of total shares outstanding and entitled to vote) were present at the Annual Meeting either in person or by proxy.

1. The Company's shareholders elected five directors to Class 1 of the Board of Directors to serve a two-year term, until their successors have been elected and qualified at the 2014 annual meeting of shareholders. The number of shares 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.

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     Nominee                 Votes For        Votes Withheld       Broker Non-Votes
     Richard A. Berenson      27,233,018              301,122              2,179,774

     Donald Glickman          24,401,978            3,132,162              2,179,774

     John W. Van Heel         26,986,671              547,469              2,179,774

     James R. Wilen           27,325,455              208,685              2,179,774

     Elizabeth A. Wolszon     25,501,291            2,032,849              2,179,774

2. The Company's shareholders approved the amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 45,000,000 to 65,000,000. The number of shares voted for, against or abstained from voting for the amendment of the Company's Certificate of Incorporation and the number of broker non-votes, are set forth in the table below.

Votes For Votes Against Abstentions Broker Non-Votes 28,526,268 1,178,442 5,631 3,573

3 The Company's shareholders voted for approval of an advisory resolution regarding executive compensation. The number of shares that voted for, against or abstained from voting for executive compensation and the number of broker non-votes are set forth in the table below.

Votes For Votes Against Abstentions Broker Non-Votes 26,981,318 456,364 96,458 2,179,774

4. 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, 2013. The number of shares that voted for, against or abstained from voting for the ratification of the selection of PricewaterhouseCoopers, LLP are summarized in the table below.

Votes For Votes Against Abstentions 29,117,660 595,733 521