MSC Industrial Direct Co., Inc. 8-K Filings

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.

MSC Industrial Direct Co., Inc. filed an amendment describing a Transition Agreement for Senior Vice President, General Counsel and Corporate Secretary Neal Dongre. Sid Tool Co., Inc., a wholly owned subsidiary, and Mr. Dongre entered into the agreement on July 14, 2026.

Mr. Dongre will move to the role of Special Advisor effective July 20, 2026 and remain employed to assist with transition duties until August 31, 2026. In return for his continued service and a comprehensive release of claims, he will continue to receive his current salary, remain eligible for health benefits, and maintain applicable vesting of outstanding equity awards while employed. If he assists with the transition to his successor and remains through the Separation Date, he will be eligible for his fiscal 2026 annual cash performance bonus and accelerated vesting of certain equity awards as detailed in the Transition Agreement.

MSC Industrial Direct reported strong fiscal 2026 third quarter results. Net sales were $1,047.1 million, up 7.8% year over year, with income from operations of $106.7 million and an operating margin of 10.2%. Adjusted income from operations was $111.2 million, for an adjusted operating margin of 10.6%.

Net income attributable to MSC was $80.4 million, and diluted EPS rose to $1.44 versus $1.02 a year ago, a 41.2% increase. Adjusted diluted EPS was $1.43 versus $1.08, up 32.4%. Management highlighted stronger performance from Core Customers and improving National Accounts, along with 170 basis points of operating margin expansion and a 32% incremental operating margin.

For fiscal 2026 Q4, the company expects year-over-year average daily sales growth of 6.5%–8.5% and an adjusted operating margin of 10.0%–10.8%. Full‑year outlook items are maintained, including depreciation and amortization of about $100 million, capital expenditures of about $90 million, free cash flow conversion of about 95%, and a tax rate of 24.5%–25.5%.

MSC Industrial Direct Co., Inc. announced that its Board of Directors has declared a regular cash dividend of $0.87 per share on its common stock. The dividend will be paid on July 22, 2026 to shareholders of record as of July 8, 2026.

The disclosure is furnished under Regulation FD, meaning it is provided for information purposes and is not deemed filed under securities laws. The accompanying press release also includes the company’s standard cautionary language regarding forward-looking statements and risk factors.

MSC Industrial Direct Co., Inc. reported that Neal Dongre has decided to voluntarily resign from his role as Senior Vice President, General Counsel and Corporate Secretary. He informed the company of his decision on April 10, 2026.

Dongre will remain in his current position until a successor joins and will continue as an employee through the remainder of the company’s fiscal year 2026, supporting an orderly transition. The company stated that his decision to resign is not due to any disagreement with its operations, policies or practices.

MSC Industrial Direct reported fiscal 2026 second-quarter results with modest growth and improving profitability. Net sales rose 2.9% year over year to $917.8 million, while income from operations increased to $64.8 million and operating margin edged up to 7.1%, or 7.5% on an adjusted basis.

Net income attributable to MSC reached $42.5 million, and diluted EPS improved to $0.76 from $0.70. Adjusted diluted EPS grew faster to $0.82 from $0.72. Management noted that sales volumes remain pressured but highlighted cost actions and gross margin gains that drove higher incremental margins.

For the fiscal third quarter, MSC expects year-over-year average daily sales growth of 5–7% and an adjusted operating margin between 9.7% and 10.3%. Full-year guidance for depreciation and amortization, interest and other expense, capital expenditures, free cash flow conversion of about 90%, and a tax rate of roughly 24.5–25.5% was maintained.

MSC Industrial Direct Co., Inc. announced that its Board of Directors has declared a regular quarterly cash dividend of $0.87 per share on its common stock. The dividend is payable on April 22, 2026 to shareholders of record at the close of business on April 8, 2026. The company describes itself as a leading North American distributor of metalworking and MRO products and services, emphasizing its long operating history and broad product offering.

MSC Industrial Direct Co., Inc. expanded its Board of Directors from ten to eleven members and elected Reuben Slone as a non-executive, independent director, effective immediately. He will also serve on the Board’s Audit Committee.

Under the company’s standard non-executive director compensation policy, starting with his first full-year term, Mr. Slone is eligible for an annual cash retainer of $100,000 for Board service and an annual grant of restricted stock units in Class A common stock with a grant-date fair market value of $137,500, vesting on the first anniversary of grant. The retainer is paid quarterly in arrears and pro-rated for partial quarters, and the company reimburses reasonable meeting and approved education expenses. MSC will also enter into its standard director indemnification agreement with him.

In a related press release, MSC highlighted Mr. Slone’s extensive supply chain leadership experience at large public companies and described him as a globally recognized supply chain expert expected to bring valuable operational insight to the Board.

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.

MSC Industrial Direct Co., Inc. reported that it issued a press release on January 7, 2026 announcing financial results for its fiscal 2026 first quarter, which ended on November 29, 2025. The press release is provided as Exhibit 99.1 to this report and contains the detailed numbers and discussion of results and financial condition.

The company notes that the information about these results, including the press release, is being furnished rather than filed under securities laws, meaning it is not automatically subject to certain liability provisions or incorporated into other securities filings unless specifically referenced.

MSC Industrial Direct Co., Inc. reported leadership and board changes tied to its CEO transition. Effective January 1, 2026, Martina McIsaac’s previously announced appointment as President and Chief Executive Officer became effective, and the Board elected her as a director on the same date, increasing the Board size from nine to ten members. The company states there is no arrangement or understanding with any other person related to her appointment and no related-party transactions requiring disclosure. Also effective January 1, 2026, former Chief Executive Officer Erik Gershwind, already a director, was appointed Non-Executive Vice Chair of the Board, formalizing his ongoing governance role.

MSC Industrial Direct Co., Inc. filed an amended report to add details about the separation arrangements for former Chief Executive Officer Erik Gershwind. His previously announced voluntary resignation became effective on December 31, 2025. The company and its subsidiary Sid Tool Co., Inc. entered into a Confidential Separation and Release Agreement with him on that date.

Under this agreement, and in exchange for a general release of claims and continued compliance with existing confidentiality, non-solicitation and non-competition obligations, Mr. Gershwind will be eligible to receive a special payment equal to one-third of the annual cash performance bonus he would have earned for fiscal year 2026 had he remained employed. This amount will follow the company’s annual bonus plan rules and will be paid in a single lump sum on the earlier of the date bonuses are paid for fiscal 2026 or December 31, 2026.

MSC Industrial Direct Co., Inc. reported that its Board of Directors has declared a cash dividend of $0.87 per share on the company’s common stock. This means shareholders of the Class A common stock are scheduled to receive a cash payment of $0.87 for each share they own, as detailed in a press release dated December 18, 2025. The announcement is provided as a Regulation FD disclosure and is furnished rather than filed under the Exchange Act.

MSC Industrial Direct amended its receivables purchase facility, which finances customer receivables, through a new joinder and amendment to its Receivables Purchase Agreement. The changes extend the facility’s Scheduled Termination Date to December 8, 2028, add a new purchaser, and increase the maximum aggregate commitment by $50 million to a total of $350 million. The amendment also removes the credit spread adjustment from the interest rate on amounts outstanding and updates the definition of the company’s consolidated net leverage ratio to align with its revolving credit agreement. Wells Fargo continues as administrative agent, with Bank of America, Regions Bank, and PNC Bank participating as purchasers and also serving as lenders under the company’s revolving credit agreement.

MSC Industrial Direct (MSM) announced a planned CEO transition. Erik Gershwind will resign as Chief Executive Officer effective December 31, 2025 and become Non-Executive Vice Chair while continuing on the Board through the 2026 annual meeting.

The Board appointed Martina McIsaac, currently President and COO, as President and CEO effective January 1, 2026. Upon promotion, her annual base salary will be $850,000, with a target annual bonus of 125% of salary and long-term equity compensation of $3.4 million commencing with the November 2025 FY2026 equity grants. The company also furnished a press release announcing fiscal Q4 and full-year 2025 results for the period ended August 30, 2025.

MSC Industrial Direct Co., Inc. reported that its Board of Directors has declared a cash dividend of $0.87 per share on the company’s common stock. This dividend reflects cash being returned directly to shareholders based on the number of shares they own. The announcement was communicated through a press release dated October 7, 2025, which is included as an exhibit to this Form 8-K under a Regulation FD disclosure.

MSC Industrial Direct Co., Inc. reported several leadership changes tied to a reorganization of parts of its sales and corporate functions to better align its organization with its business objectives.

Effective September 29, 2025, Kim Shacklett, previously Senior Vice President, Sales & Customer Success, will become Senior Vice President, Customer Experience. Effective September 30, 2025, Jahida Nadi will join as Senior Vice President, Sales. The company also stated that, effective September 5, 2025, Julie Rockett became Vice President, Chief People Officer.

MSC Industrial Direct Co., Inc. filed an amended report to provide compensation details for Greg Clark in his role as interim Chief Financial Officer. Effective August 10, 2025, he will receive an annual salary stipend of $110,000, prorated for any partial service period. For the company’s fiscal year 2026, his annual bonus target is set at 50% of the combined amount of his base salary and this stipend, aligning his pay with the added responsibilities of the interim CFO position. All other terms related to his appointment and the prior CFO’s resignation remain unchanged from the earlier disclosure.

MSC Industrial Direct (NYSE: MSM) filed a routine Form 8-K under Item 7.01 reporting that its Board declared a $0.85 per-share cash dividend on June 25 2025. No other material events or financial changes were disclosed.