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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2024
___________________________________
MSC INDUSTRIAL DIRECT CO., INC.
(Exact name of registrant as specified in its charter)
___________________________________

New York1-14130
11-3289165
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
515 Broadhollow Road, Suite 1000, Melville, New York
11747
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (516) 812-2000

Not Applicable
(Former name or former address, if changed since last report)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.001 per shareMSMNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐






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

On September 24, 2024, MSC Industrial Direct Co., Inc. (the “Company”) announced the promotion of Martina McIsaac to President and Chief Operating Officer of the Company, effective September 23, 2024. Ms. McIsaac assumes the role of President from Erik Gershwind, who has voluntarily resigned as President, effective September 23, 2024. Mr. Gershwind will continue in his role as Chief Executive Officer. Ms. McIsaac will hold her office until the election and qualification of a successor or until her earlier death, resignation or removal.

Ms. McIsaac, age 54, has served as Executive Vice President and Chief Operating Officer of the Company since October 2022 and has been responsible for the day-to-day operations of the Company. Before joining the Company, Ms. McIsaac served a nine-year tenure with Hilti Corporation, a multinational company that develops, manufactures and markets hardware, software and services for the construction, building maintenance, energy and manufacturing industries. Prior to joining Hilti, McIsaac held a series of progressively responsible leadership roles with Avery Dennison, a Fortune 500 global materials science and manufacturing company.

In connection with Ms. McIsaac’s promotion, Ms. McIsaac’s annual base salary was increased to $630,000, and her target compensation under the Company’s existing annual performance bonus and long-term incentive compensation programs was increased such that Ms. McIsaac will be eligible to earn an annual incentive bonus with a target amount equal to 80% of her annual base salary and to receive an annual equity award (comprised of performance share units and restricted stock units) with a grant date fair value of $900,000.

There are no arrangements or understandings between Ms. McIsaac and any other persons pursuant to which she was selected as an officer. Ms. McIsaac has no family relationships with any of the Company’s directors or executive officers. There are no transactions involving the Company and Ms. McIsaac that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure

On September 24, 2024, the Company issued a press release announcing the promotion of Ms. McIsaac to President and Chief Operating Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


MSC INDUSTRIAL DIRECT CO., INC.
Date:September 24, 2024
By:
/s/ KRISTEN ACTIS-GRANDE
Name:
Kristen Actis-Grande
Title:
Executive Vice President and Chief Financial Officer
3
Exhibit 99.1
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NEWS



MSC INDUSTRIAL SUPPLY CO. ANNOUNCES PROMOTION OF MARTINA MCISAAC TO PRESIDENT AND CHIEF OPERATING OFFICER

Martina McIsaac to assume responsibility of MSC’s day-to-day operations
Erik Gershwind to sharpen focus on MSC’s strategy, growth planning and organizational development

MELVILLE, N.Y. and DAVIDSON, N.C. (September 24, 2024) — MSC INDUSTRIAL SUPPLY CO. (NYSE: MSM), a premier distributor of Metalworking and Maintenance, Repair and Operations supplies to industrial customers throughout North America, today announced the promotion of Martina McIsaac to President and Chief Operating Officer, effective September 23, 2024.
Previously serving as Executive Vice President and Chief Operating Officer, Ms. McIsaac has helped MSC deliver improvements to its customer experience, supplier relationships, working capital efficiency, supply chain operations and more. In her new role, Ms. McIsaac will have formal responsibility for the entirety of MSC’s day-to-day operations, which include Sales, Marketing, Solutions, Supply Chain, Category Management, Supplier Relations, Sustainability and Information Technology.
“Over the past two years, Martina has made significant improvements to our internal and external operations. She has elevated the customer experience by improving service levels and fill rates, executed strategic initiatives across our Supply Chain and further improved our working capital efficiencies. Over this time, she has shown an ability to execute large, complex initiatives to guide the business to be more focused operationally and strategically. The Board of Directors and I have full confidence in Martina’s ability to take on the President responsibilities due to her sharp strategic thinking and strong team building capabilities,” said Erik Gershwind, Chief Executive Officer for MSC.
Gershwind continued, “This move tightens the connection and improves our ability to capture synergies between our technology functions and the operations of our business. It also allows me to put greater focus on our long-term strategic direction and cultivating the next generation of MSC’s competitive advantage, business development, and talent development. It will enable me to have a more direct interaction and communication with our primary stakeholders — associates, customers, shareholders, and suppliers — on our path to generating long-term shareholder value.”
Ms. McIsaac joined MSC in October 2022 following a nine-year tenure with Hilti Corporation, a multinational company that develops, manufactures and markets hardware, software and services for the construction, building maintenance, energy and manufacturing industries. She served as Region Head and Chief Executive Officer of Hilti, Inc., leading the North America organization to significantly outperform the market with strong top-line and profit growth. Prior to joining Hilti, Ms. McIsaac had a 14-year tenure with Avery Dennison, where she served in a range of sales, marketing, business development and operational roles in Mexico, Argentina, Chile, Canada and the U.S. prior to being named Vice President and General Manager of its Performance Polymers Division.
  # # #
Contact Information
Investors:
 Media:
Ryan Mills, CFAZivanai Mutize
Head of Investor Relations
Head of Corporate Communications
Rmills@mscdirect.comZivanai.mutize@mscdirect.com


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About MSC Industrial Supply Co.
MSC Industrial Supply Co. (NYSE:MSM) is a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (MRO) products and services. We help our customers drive greater productivity, profitability and growth with approximately 2.4 million products, inventory management and other supply chain solutions, and deep expertise from more than 80 years of working with customers across industries. Our experienced team of more than 7,000 associates works with our customers to help drive results for their businesses - from keeping operations running efficiently today to continuously rethinking, retooling and optimizing for a more productive tomorrow. For more information on MSC Industrial, please visit mscdirect.com.

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Cover
Sep. 23, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 23, 2024
Entity Registrant Name MSC INDUSTRIAL DIRECT CO., INC.
Entity Incorporation, State or Country Code NY
Entity File Number 1-14130
Entity Tax Identification Number 11-3289165
Entity Address, Address Line One 515 Broadhollow Road
Entity Address, Address Line Two Suite 1000
Entity Address, City or Town Melville
Entity Address, State or Province NY
Entity Address, Postal Zip Code 11747
City Area Code 516
Local Phone Number 812-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.001 per share
Trading Symbol MSM
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001003078
Amendment Flag false
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