MSC Industrial (NYSE: MSM) flags board change as director plans 2027 retirement

Rhea-AI Filing Summary

MSC Industrial Direct Co., Inc. (MSM) reported a planned board transition. On August 13, 2026, director Louise Goeser informed the company that she will not stand for re-election at the company’s 2027 Annual Meeting of Shareholders. The company states that her decision is part of her retirement planning and is not due to any disagreement regarding operations, policies, or practices. The report is signed on behalf of MSC Industrial Direct Co., Inc. by Greg Clark, Vice President and Interim Chief Financial Officer.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Notification date: August 13, 2026 Annual meeting year: 2027 Par value per share: $0.001 per share +2 more

5 metrics

Notification date August 13, 2026 Date director Louise Goeser informed the company she will not stand for re-election

Annual meeting year 2027 Year of the Annual Meeting of Shareholders at which she will not stand for re-election

Par value per share $0.001 per share Par value of MSC Industrial Direct’s Class A Common Stock

Company telephone (516) 812-2000 Registrant’s telephone number for MSC Industrial Direct Co., Inc.

ZIP code 11747 ZIP code for MSC Industrial Direct’s principal executive offices in Melville, New York

Key Terms

Emerging growth company, Soliciting material pursuant to Rule 14a-12, Pre-commencement communications, Section 12(b) of the Act

4 terms

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Soliciting material pursuant to Rule 14a-12 regulatory

"Soliciting material pursuant to Rule 14a-12 under the Exchange Act"

Pre-commencement communications regulatory

"Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act"

Section 12(b) of the Act regulatory

"Securities registered pursuant to Section 12(b) of the Act"

FAQ

What board change did MSC Industrial Direct (MSM) announce in this 8-K?

MSC Industrial Direct disclosed that director Louise Goeser has decided not to stand for re-election at the 2027 Annual Meeting of Shareholders, indicating a planned transition on the company’s Board of Directors.

Why is MSC Industrial Direct (MSM) director Louise Goeser not standing for re-election?

The company reports that Louise Goeser’s decision not to stand for re-election in 2027 is part of her retirement planning and is not due to any disagreements with MSC Industrial Direct’s operations, policies, or practices.

When did MSC Industrial Direct (MSM) receive notice of Louise Goeser’s decision?

MSC Industrial Direct received notice on August 13, 2026 that director Louise Goeser will not stand for re-election at the 2027 Annual Meeting of Shareholders, giving the company advance visibility into this board transition.

Did MSC Industrial Direct (MSM) report any disagreement with director Louise Goeser?

No. MSC Industrial Direct states that Louise Goeser’s decision to retire from the Board after the 2027 meeting is not the result of any disagreements concerning the company’s operations, policies, or practices.

Who signed MSC Industrial Direct’s (MSM) 8-K reporting the board change?

The report was signed on behalf of MSC Industrial Direct Co., Inc. by Greg Clark, who is identified as the company’s Vice President and Interim Chief Financial Officer, dated August 19, 2026.

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Available on EDGAR 08/19/2026 - 04:43 PM Accepted by SEC EDGAR 08/19/2026 - 04:42 PM Learn about SEC filing dates

0001003078FALSE00010030782026-08-132026-08-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

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): August 13, 2026

___________________________________

MSC INDUSTRIAL DIRECT CO., INC.

(Exact name of registrant as specified in its charter)

___________________________________

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)

___________________________________

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 Arrangement of Certain Officers

On August 13, 2026, Louise Goeser, a member of the Board of Directors of MSC Industrial Direct Co., Inc. (the “Company”), notified the Company of her decision to not stand for re-election at the Company’s 2027 Annual Meeting of Shareholders. Ms. Goeser’s decision not to stand for re-election is part of her retirement planning and is not the result of any disagreements with the Company with respect to its operations, policies or practices.

2

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.

						MSC INDUSTRIAL DIRECT CO., INC.
Date:			August 19, 2026			By:			/s/ GREG CLARK
						Name:			Greg Clark
						Title:			Vice President and Interim Chief Financial Officer

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Filing Exhibits & Attachments

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Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB