MSC Industrial (NYSE: MSM) shareholders approve stock plan changes

Rhea-AI Filing Summary

MSC Industrial Direct Co., Inc. reported results of its 2026 Annual Meeting of Shareholders and an update to its associate stock purchase plan. Shareholders approved Amendment No. 1 to the Amended and Restated Associate Stock Purchase Plan, adding 300,000 shares of Class A common stock for purchase under the plan and extending its term by five years, through October 31, 2035.

All director nominees were elected with strong support, generally between about 98% and 100% of votes cast. Shareholders also ratified Ernst & Young LLP as independent registered public accounting firm for fiscal 2026 with 98.01% of votes cast in favor, and approved on an advisory basis the compensation of named executive officers with 98.62% support. The stock purchase plan amendment received 99.87% of votes cast in favor.

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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): January 21, 2026

___________________________________

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)

___________________________________

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

(e) On January 21, 2026, the shareholders of MSC Industrial Direct Co., Inc. (the “Company”) approved Amendment No. 1 (the “Amendment”) to the Company’s Amended and Restated Associate Stock Purchase Plan (as amended, the “Plan”) to (i) increase the number of shares available for sale thereunder by 300,000 shares of the Company’s Class A common stock and (ii) extend the Plan’s term for an additional five years, through October 31, 2035.

A summary of the material terms of the Plan is set forth in “Approval of Amendment No. 1 to our Amended and Restated Associate Stock Purchase Plan (Proposal No. 4)” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 11, 2025, which summary is incorporated herein by reference.

The foregoing summary of the Amendment is not complete and qualified in its entirety by reference to the full terms of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

(a) On January 21, 2026, the Company held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”).

(b) A brief description of the matters voted upon at the Annual Meeting and the results of the voting on such matters are set forth below. On all matters (including the election of directors) submitted to a vote of the Company’s shareholders, each holder of Class A Common Stock is entitled to one vote per share. 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:

Nominee						Votes Cast For						Votes Cast Against						Abstentions						Broker Non-Votes						Percentage of Votes Cast For
Martina McIsaac						50,399,010						307,236						37,446						1,989,196						99.39%
Erik Gershwind						50,271,970						435,475						36,247						1,989,196						99.14%
Louise Goeser						50,192,582						509,890						41,220						1,989,196						98.99%
Mitchell Jacobson						49,977,400						727,320						38,972						1,989,196						98.57%
Michael Kaufmann						50,029,541						669,728						44,423						1,989,196						98.68%
Robert Aarnes						50,658,341						38,443						46,908						1,989,196						99.92%
Steven Paladino						50,315,822						383,603						44,267						1,989,196						99.24%
Philip Peller						49,839,237						859,917						44,538						1,989,196						98.30%
Rahquel Purcell						50,539,971						136,748						66,973						1,989,196						99.73%
Rudina Seseri						50,530,612						158,803						54,277						1,989,196						99.69%

Each of the nominees was elected by the Company’s shareholders to serve for a term of one year or until his or her successor is duly elected and qualified.

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2.Ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2026:

Votes Cast For			Votes Cast Against			Abstentions			Percentage of Votes Cast For
51,392,650			1,044,482			295,756			98.01%

Proposal No. 2 was approved by the Company’s shareholders.

3.Advisory vote to approve the compensation of the Company’s named executive officers:

Votes Cast For			Votes Cast Against			Abstentions			Broker Non-Votes			Percentage of Votes Cast For
49,742,594			693,741			307,357			1,989,196			98.62%

Proposal No. 3, an advisory vote, was approved by the Company’s shareholders.

4.Approval of Amendment No. 1 to the Company’s Amended and Restated Associate Stock Purchase Plan:

Votes Cast For			Votes Cast Against			Abstentions			Broker Non-Votes			Percentage of Votes Cast For
50,389,519			64,713			289,460			1,989,196			99.87%

Proposal No. 4 was approved by the Company’s shareholders.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.						Description
10.1						Amendment No. 1 to MSC Industrial Direct Co., Inc. Amended and Restated Associate Stock Purchase Plan.
104						Cover Page Interactive Data File (embedded within the Inline XBRL documents).

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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:			January 21, 2026			By:			/s/ NEAL DONGRE
						Name:			Neal Dongre
						Title:			Senior Vice President, General Counsel and Corporate Secretary

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FAQ

What did MSC Industrial Direct (MSM) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all items, including the election of directors, ratification of Ernst & Young LLP as independent auditor for fiscal 2026, an advisory vote on named executive officer compensation, and Amendment No. 1 to the Amended and Restated Associate Stock Purchase Plan.

How was MSC Industrial Direct’s Amendment No. 1 to the Associate Stock Purchase Plan structured?

The amendment increased the number of shares of Class A common stock available for sale under the plan by 300,000 shares and extended the plan’s term by five years, through October 31, 2035.

How strong was support for MSC Industrial Direct’s director nominees at the 2026 meeting?

Each director nominee received high support, with percentages of votes cast for each ranging from about 98.30% to 99.92%, and all were elected to serve one-year terms.

Did MSC Industrial Direct (MSM) shareholders approve executive compensation in the advisory vote?

Yes. The advisory vote to approve compensation of the company’s named executive officers passed with 49,742,594 votes cast for, representing 98.62% of votes cast, versus 693,741 against and 307,357 abstentions.

Who is MSC Industrial Direct’s independent auditor for fiscal year 2026?

Shareholders ratified Ernst & Young LLP as MSC Industrial Direct’s independent registered public accounting firm for fiscal year 2026, with 51,392,650 votes cast for and 98.01% of votes cast in favor.

What level of support did the MSC Industrial Direct stock purchase plan amendment receive?

The amendment to the Amended and Restated Associate Stock Purchase Plan received 50,389,519 votes for, 64,713 against, and 289,460 abstentions, reflecting 99.87% of votes cast in favor.