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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): January 22, 2025
___________________________________
MSC INDUSTRIAL DIRECT CO., INC.
(Exact name of registrant as specified in its charter)
___________________________________

New York

1-14130

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 5.07. Submission of Matters to a Vote of Security Holders

    (a) On January 22, 2025, MSC Industrial Direct Co., Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”).

    (b) A brief description of the matters voted upon at the Annual Meeting and the results of the voting on such matters are set forth below. On all matters (including the election of directors) submitted to a vote of the Company’s shareholders, each holder of Class A Common Stock is entitled to one vote per share. Broker non-votes and abstentions are not considered votes cast at the Annual Meeting and are not counted for any purpose in determining whether a matter has been approved.

1.Election of directors:
NomineeVotes Cast ForVotes Cast AgainstAbstentionsBroker Non-VotesPercentage of Votes Cast For
Erik Gershwind 49,790,255594,79560,7792,090,79998.82%
Louise Goeser49,147,5631,245,40752,8592,090,79997.53%
Mitchell Jacobson45,942,7364,441,64761,4462,090,79991.18%
Michael Kaufmann48,873,6191,518,23753,9732,090,79996.99%
Robert Aarnes50,231,793142,24671,7902,090,79999.72%
Steven Paladino49,863,545528,44953,8352,090,79998.95%
Philip Peller44,331,5446,060,39953,8862,090,79987.97%
Rahquel Purcell49,501,203875,07969,5472,090,79998.26%
Rudina Seseri 49,387,9351,002,61655,2782,090,79998.01%

Each of the nominees was elected by the Company’s shareholders to serve for a term of one year or until his or her successor is duly elected and qualified.

2.Ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2025:
Votes Cast For Votes Cast AgainstAbstentionsPercentage of Votes Cast For
51,168,2971,308,30160,03097.51%

Proposal No. 2 was approved by the Company’s shareholders.

3.Advisory vote to approve the compensation of the Company’s named executive officers:
Votes Cast ForVotes Cast AgainstAbstentionsBroker Non-VotesPercentage of Votes Cast For
49,664,070711,82569,9342,090,79998.59%

Proposal No. 3, an advisory vote, was approved by the Company’s shareholders.


2


SIGNATURES

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:January 22, 2025
By:
/s/ KRISTEN ACTIS-GRANDE
Name:
Kristen Actis-Grande
Title:
Executive Vice President and Chief Financial Officer
3
v3.24.4
Cover
Jan. 22, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 22, 2025
Entity Registrant Name MSC INDUSTRIAL DIRECT CO., INC.
Entity Incorporation, State or Country Code NY
Entity File Number 1-14130
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
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
Entity Address, Postal Zip Code 11747
Entity Tax Identification Number 11-3289165
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