0001003078FALSE00010030782026-03-022026-03-02
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): March 2, 2026
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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.) |
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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:
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☐ | 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)) |
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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 |
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 Arrangement of Certain Officers
On March 2, 2026, the Board of Directors (the “Board”) of MSC Industrial Direct Co., Inc. (the “Company”) elected Reuben Slone to serve as a non-executive director, effective immediately, increasing the size of the Board from ten to eleven members. Mr. Slone will join the Board as an independent director and will serve as a member of the Audit Committee of the Board. There is no arrangement or understanding between Mr. Slone and any other person pursuant to which he was selected as a director of the Company. There have been no transactions involving the Company or any of its subsidiaries in which Mr. Slone 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 his first full-year term as a director, Mr. Slone will be entitled to receive: (i) a retainer for service on the Board of $100,000 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 $137,500 on the date of grant upon his election or re-election to the Board. Such restricted stock units will vest on the first anniversary of the date of grant. Director compensation is paid quarterly in arrears. The retainer fee payable to Mr. Slone in such years will be pro-rated to reflect the number of days actually served in any quarter in which he 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 Mr. Slone.
Item 7.01. Regulation FD Disclosure
On March 2, 2026, the Company issued a press release announcing Mr. Slone’s election. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
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99.1 | | Press Release, dated March 2, 2026, issued by MSC Industrial Direct Co., Inc. |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL documents). |
SIGNATURE
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: | March 2, 2026 | By: | /s/ NEAL DONGRE |
| | Name: | Neal Dongre |
| | Title: | Senior Vice President, General Counsel and Corporate Secretary |
MSC INDUSTRIAL SUPPLY CO. ELECTS REUBEN SLONE TO BOARD OF DIRECTORS AS AN INDEPENDENT MEMBER
MELVILLE, N.Y. and DAVIDSON, N.C. (MARCH 2, 2026) - MSC Industrial Supply Co. (NYSE: MSM) (“MSC,” “MSC Industrial,” the “Company,” “we,” “us,” or “our”), a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (MRO) products and services, today announced the addition of Reuben Slone to its Board of Directors.
“We are excited to have Reuben join our Board of Directors,” said Chairman of the Board, Mitchell Jacobson. “Reuben brings a deep understanding of supply chain excellence along with a strong track record unlocking operational improvements and creating value across various C-level roles at public companies. We look forward to the unique perspective he will bring to our Board and the positive impact that he will have on MSC’s operations, customer service levels, and future financial performance.”
Prior to retirement, Slone served from 2018 to 2023 as the EVP, Supply Chain at Advance Auto Parts, Inc., a Fortune 500 retailer of aftermarket automotive parts across nearly 5,000 stores. Prior to that, Reuben served six years as the SVP, Supply Chain Management at Walgreens Boots Alliance Inc., a leading pharmacy retailer where he oversaw one of the world’s largest supply chains and the integration of nearly 2,000 acquired Rite Aid stores and three distribution centers. Throughout his career, he held various senior leadership roles across several industries and is globally recognized as a supply chain expert.
Slone graduated from the University of Michigan with a BS in Engineering. In addition, he currently sits on the board of American Tire Distributors, one of the largest private equity owned US tire distributors and has published several materials including his book “The New Supply Chain Agenda” in 2010.
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| Contact Information | |
| Investors: | Media: |
| Ryan Mills, CFA | Leah Kelso |
| VP, Investor Relations & Business Development | VP, Communications & Sales Enablement |
| Rmills@mscdirect.com | Leah.Kelso@mscdirect.com |
About MSC Industrial Supply
MSC Industrial Supply Co. (NYSE: MSM) is a leading North American distributor of a broad range of metalworking, maintenance, repair and operations (MRO), and production fastener and hardware products and services. With approximately 2.5 million products, industry‑leading inventory management and supply chain solutions, and more than 80 years of experience, we help customers improve productivity, profitability, and operational performance.
Our team of over 7,000 associates partners closely with customers across industries to keep their operations running efficiently today while enabling them with insights and comprehensive solutions to continually rethink, retool, and optimize for a more productive tomorrow.
For more information on MSC Industrial, please visit mscdirect.com.
515 Broadhollow Road, Suite 1000, Melville, New York 11747 | 525 Harbour Place Drive, Davidson, North Carolina 28036 | mscdirect.com