8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 26, 2022

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MSC INDUSTRIAL DIRECT CO., INC.

(Exact name of registrant as specified in its charter)

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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
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(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.)<br><br>____________________________________

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 share	MSM	New 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.	¨

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Item 5.07.	Submission of Matters to a Vote of Security Holders

(a)On January 26, 2022, MSC Industrial Direct Co., Inc. (the “Company”) held its 2022 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 is set forth below. On all matters (including the election of directors) submitted to a vote of the Company’s shareholders, the Company’s Class A Common Stock and Class B Common Stock vote together as a single class, with each holder of Class A Common Stock entitled to one vote per share of Class A Common Stock and each holder of Class B Common Stock entitled to 10 votes per share of Class B Common Stock. 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:

	Votes Cast	Votes	Broker	Percentage of
Nominee	For	Withheld	Non-Votes	Votes Cast For
Erik Gershwind	124,086,966	750,375	2,319,019	99.40%
Louise Goeser	123,134,189	1,703,152	2,319,019	98.64%
Mitchell Jacobson	123,439,639	1,397,702	2,319,019	98.88%
Michael Kaufmann	124,474,847	362,494	2,319,019	99.71%
Steven Paladino	116,091,566	8,745,775	2,319,019	92.99%
Philip Peller	121,310,797	3,526,544	2,319,019	97.18%
Rudina Seseri	124,032,499	804,842	2,319,019	99.36%

Each of the nominees was re-elected by the Company’s shareholders to serve on the Board of Directors for a one-year term expiring at the Company’s 2023 Annual Meeting of Shareholders, and until his or her successor has been duly elected and qualified, or until his or her earlier resignation or removal.

2.Ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2022:

erc
			Percentage of
Votes Cast For	Votes Cast Against	Abstentions	Votes Cast For
124,970,678	1,843,491	342,191	98.54%

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

3.Advisory vote to approve the compensation of the Company’s named executive officers:

				Percentage of
Votes Cast For	Votes Cast Against	Abstentions	Broker Non-Votes	Votes Cast For
121,327,867	3,414,660	94,814	2,319,019	97.26%

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

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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 26, 2022	By:	/s/ KRISTEN ACTIS-GRANDE
	Name:	Kristen Actis-Grande
	Title:	Executive Vice President and Chief Financial Officer

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