UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Exact Name of Registrant as Specified in Its Charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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(Address of principal executive offices) | (Zip Code) | |||
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Registrant’s telephone number, including area code: ( | ||||
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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).
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Emerging growth company |
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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.
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(a) and (b)
On January 29, 2020, MSC Industrial Direct Co., Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). 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 ten 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 to serve for one-year terms:
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| Votes Cast |
| Votes |
| Broker |
| Percentage of |
Nominee |
| For |
| Withheld |
| Non-Votes |
| Votes Cast For |
Jonathan Byrnes |
| 134,467,104 |
| 5,629,017 |
| 2,804,283 |
| 95.98% |
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Erik Gershwind |
| 139,389,847 |
| 706,274 |
| 2.804,283 |
| 99.50% |
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Louise Goeser |
| 137,780,254 |
| 2,315,867 |
| 2,804,283 |
| 98.35% |
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Mitchell Jacobson |
| 138,621,447 |
| 1,474,674 |
| 2,804,283 |
| 98.95% |
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Michael Kaufmann |
| 139,498,613 |
| 597,508 |
| 2,804,283 |
| 99.57% |
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Denis Kelly |
| 138,366,778 |
| 1,729,343 |
| 2,804,283 |
| 98.77% |
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Steven Paladino |
| 138,241,494 |
| 1,854,627 |
| 2,804,283 |
| 98.68% |
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Philip Peller |
| 133,308,927 |
| 6,787,194 |
| 2,804,283 |
| 95.16% |
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 2021 Annual Meeting of Shareholders, and until their respective successors have been elected, or until their earlier resignation or removal.
2.Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2020:
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| Percentage of |
Votes Cast For |
| Votes Cast Against |
| Abstentions |
| Votes Cast For |
142,009,064 |
| 584,884 |
| 306,456 |
| 99.59% |
Proposal No. 2 was approved by the Company’s shareholders.
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3.Approval, on an advisory basis, of the compensation of the Company’s named executive officers:
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| Percentage of |
Votes Cast For |
| Votes Cast Against |
| Abstentions |
| Broker Non-Votes |
| Votes Cast For |
137,276,245 |
| 2,489,152 |
| 330,724 |
| 2,804,283 |
| 98.21% |
Proposal No. 3, an advisory vote, was approved by the Company’s shareholders.
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.
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| MSC INDUSTRIAL DIRECT CO., INC. | |
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Date: January 30, 2020 | By: | /s/ Steve Armstrong |
| Name: | Steve Armstrong |
| Title: | Senior Vice President, General Counsel and Corporate Secretary |
Document And Entity Information |
Jan. 29, 2020 |
|---|---|
| Document And Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Jan. 29, 2020 |
| 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 | 75 Maxess Road |
| 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 |
| Trading Symbol | MSM |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
| Amendment Flag | false |
| Entity Central Index Key | 0001003078 |