DEFA14A 1 msm-20201217xdefa14a.htm DEFA14A DEFA14A - MSC 2021 Notice Card

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________



SCHEDULE 14A
(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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Preliminary Proxy Statement



Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))



Definitive Proxy Statement



Definitive Additional Materials



Soliciting Material Pursuant to §240.14a-12



MSC INDUSTRIAL DIRECT CO., INC.

(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)





 

 

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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on January 27, 2021. MSC INDUSTRIAL DIRECT CO., INC. MSC BUILT TO MAKE YOU BETTER MSC INDUSTRIAL DIRECT CO., INC. 75 MAXESS ROAD MELVILLE, NEW YORK 11747-3151 Meeting Information Meeting Type: Annual Meeting For holders as of: December 9, 2020 Date: January 27, 2021 Time: 9:00 a.m. Local Time Location: Virtually via the internet at www.sharholdermeeting.com/MSM2021 You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. See the reverse side of this notice to obtain proxy materials and voting instructions.


 



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Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL REPORT WITH FORM 10-K WRAP How to View Online: Have the information that is printed in the box marked by the arrow (Located on the following page) and visit www.proxyvote.com How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com *If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquires sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before January 13, 2021 to facilitate timely delivery. How To Vote Please Choose One of the Following Voting Methods Vote By Internet: Before the Meeting: To vote before the meeting by internet, go to www.proxyvote.com to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on January 26, 2021 for shares held directly. Vote by 11:59 p.m. Eastern Time on January 24, 2021 for shares held in the MSC Industrial Direct 401(k) Plan. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. During The Meeting: You may attend the meeting via the internet and vote during the meeting. Go to www.virtualshareholdermeeting.com/MSM2021. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


 



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Voting Items The Board of Directors recommends you vote FOR the listed director nominees to serve for one-year terms: Proposal No. 1: Election of Directors Nominees 01) Mitchell Jacobson 02) Erik Gershwind 03) Louise Goeser 04) Michael Kaufmann 05) Steven Paladino 06) Philip Peller 07) Rudina Seseri The Board of Directors recommends you vote FOR the following proposals: Proposal No. 2: Ratification of Ernst & Young LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2021 To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021. Proposal No. 3: Approval, on an Advisory Basis, of the Compensation of Named Executive Officers To approve, on an advisory basis, the compensation of our named executive officers. Proposal No. 4: Approval, of the Amendment and Restatement of the MSC Industrial Direct Co., Inc. Associate Stock Purchase Plan To approve the amendment and restatement of our associate stock purchase plan. NOTE: Such other business as may properly come before the meeting or any adjournments or postponements thereof.