8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): December 1, 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
(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.)

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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:

¨ 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. ¨

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

(d) On December 1, 2022, the Board of Directors (the “Board”) of MSC Industrial Direct Co., Inc. (the “Company”) elected Rahquel Purcell to serve as a non-executive director, effective immediately, increasing the size of the Board from seven to eight members. Ms. Purcell will join the Board as an independent director and will serve as a member of the Compensation Committee of the Board and as a member of the Nominating and Corporate Governance Committee of the Board. There is no arrangement or understanding between Ms. Purcell and any other person pursuant to which she was selected as a director of the Company. There have been no transactions involving the Company or any of its subsidiaries in which Ms. Purcell has or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.

Pursuant to the Company’s non-executive director compensation policies, commencing with her first full-year term as a director, Ms. Purcell will be entitled to receive: (i) a retainer for service on the Board of $90,000 per year and (ii) an annual grant of restricted stock units representing shares of the Company’s Class A Common Stock having an aggregate fair market value of $125,000 on the date of grant upon her election or re-election to the Board. Fifty percent of such restricted stock units will vest on the first anniversary of the date of grant and fifty percent will vest on the second anniversary of the date of grant. Director compensation is paid quarterly in arrears. The retainer fee payable to Ms. Purcell in such years will be pro-rated to reflect the number of days actually served in any quarter in which she serves less than the full quarter. The Company reimburses non-executive directors for reasonable out-of-pocket expenses incurred in connection with attending in-person Board or Board committee meetings and for fees incurred in attending continuing education courses for directors that are approved in advance by the Company. In addition, the Company will enter into its standard form of director indemnification agreement with Ms. Purcell.

On December 5, 2022, the Company issued a press release announcing the election of Ms. Purcell, a copy of which is filed as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

99.1	Press Release, dated December 5, 2022, issued by MSC Industrial Direct Co., Inc.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

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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: December 5, 2022	By:	/s/ KRISTEN ACTIS-GRANDE
	Name:	Kristen Actis-Grande
	Title:	Executive Vice President and Chief Financial Officer

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EX-99.1

	Exhibit 99.1
	NEWS

RAHQUEL PURCELL ELECTED TO MSC INDUSTRIAL SUPPLY CO.’S BOARD OF DIRECTORS

Melville, N.Y. & Davidson, N.C. (Dec.5, 2022) — MSC Industrial Supply Co.(NYSE: MSM), a premier distributor of Metalworking and Maintenance, Repair and Operations (MRO) products and services to industrial customers throughout North America, today announced that on Dec. 1 its Board of Directors elected Rahquel Purcell to serve as a director, effective immediately.

Purcell brings more than 30 years of supply chain, strategy and digital experience to MSC’s Board of Directors. She was recently appointed to the role of Chief Transformation Officer, North America (NA) forL’Oréal S.A., the world’s largest beauty company. In this role, she is responsible for leading a newly formed Transformation Office and adapting and evolving L’Oréal’s operating models for the future. She previously served as Chief Operating Officer, NA, overseeing six manufacturing facilities, 16 distribution centers and eight customer care facilities for L’Oréal’s North America region, which produces $10 billion in annual revenue. During her seven-year tenure withL’Oréal, Purcell also has served as Senior Vice President, Head of Supply Chain NA and Vice President, Supply Chain NA, leading the successful transformation of the company’s supply chain organization. She also has played a significant role in advancing L’Oréal’s Environmental, Social and Governance (ESG) strategy.

Prior to joining L’Oréal, Purcell held a series of progressively responsible global leadership roles with The Procter & Gamble Company over 20-plus years, as well as early career experience with General Motors Company and PepsiCo, Inc. Purcell earned a bachelor’s degree in business administration from the University of Michigan, and holds honorary program degrees from MIT, Harvard and the CEDEP business school in Paris, France.

“With an extensive background in consumer products, Rahquel brings our Board a unique customer-centric perspective on driving innovation and growth, and her significant supply chain leadership experience will be extremely valuable as we work to enhance our operations and deliver greater profitability and productivity,” said MSC President and Chief Executive Officer Erik Gershwind.

“Rahquel is a highly experienced executive with considerable operational excellence expertise. We look forward to the unique perspective she will bring to our Board and the impact that she’ll have on MSC’s long-term growth and success,” said MSC Chairman Mitchell Jacobson.

Investors:	Media:
JohnG.  Chironna	Paul Mason
Vice President, Investor Relations and Treasurer	Director, CorporateCommunications
(704)  987-5231	(336) 817-2131

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 2.1 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 nearly 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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XML

Document And Entity Information	Dec. 01, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 01, 2022
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
Amendment Flag	false
Entity Central Index Key	0001003078