DEF 14A of MSC Industrial Direct Co Inc
Filed Dec 12, 2024 · FY20240001003078-24-000167
and 2024 Proxy Statement
| Fiscal Year 2024 Grants of Plan-Based Awards | 49 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 50 | | Fiscal Year 2024 Option Exercises and Stock Vested | 52 | | Pension Benefits and Nonqualified Deferred Compensation | 52 | | Potential Payments Upon Termination or Change in Control | 52 | | Potential Payments Upon Termination or Change in Control Table as of August 30, 2024 | 54 | | Indemnification Agreements; Directors and Officers Liability Insurance | 56 | | CEO PAY RATIO | 57 | | POLICIES AND PRACTICES RELATED TO THE GRANTS OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NON-PUBLIC INFORMATION | 57 | | PAY VERSUS PERFORMANCE | 58 | | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (PROPOSAL NO. 3) | 62 | | EQUITY COMPENSATION PLAN INFORMATION | 63 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 64 | | SHAREHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS | 66 | | INFORMATION ABOUT THE ANNUAL MEETING | 66 | | OTHER MATTERS | 69 | | APPENDIX A: NON-GAAP FINANCIAL MEASURES AND DEFINITIONS | A-1 |
and 2024 Proxy Statement
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Erik Gershwind | 2024 | 861,210 | — | 3,549,805 | — | — | 26,466 | 4,437,481 | | Chief Executive Officer | | | | | | | | | | Kristen Actis-Grande | 2024 | 590,385 | — | 1,249,824 | — | — | 28,156 | 1,868,365 | | Executive Vice President and Chief Financial Officer | | | | | | | | | | Martina McIsaac | 2024 | 565,548 | — | 749,973 | — | — | 29,034 | 1,344,555 | | President and Chief Operating Officer | | | | | | | | | | Elizabeth Bledsoe | 2024 | 431,760 | — | 474,820 | — | — | 22,687 | 929,267 | | Senior Vice President and Chief People Officer | | | | | | | | | | Kimberly Shacklett | 2024 | 415,385 | — | 399,920 | — | — | 21,868 | 837,173 | | Senior Vice President, Sales & Customer Success | | | | | | | | | | John Hill(1) | 2024 | 435,192 | — | 864,662 | — | — | 154,144 | 1,453,998 | | Former Senior Vice President and Chief Digital Information Officer | | | | | | | | |
Reclassification Special Committee
| Overview of Director Compensation |
Reclassification Special Committee
| Fiscal Year 2024 Director Compensation |
Reclassification Special Committee
| Director Compensation | Additional Annual Cash Retainers | | | | ● | $25,000 - Chairperson of the Audit Committee | | | ● | $20,000 - Chairperson of the Compensation Committee | | | ● | $15,000 - Chairperson of the Nominating Corporate Governance Committee |
Reclassification Special Committee
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2)(3)(4) | All Other Compensation ($) | Total ($) | | Robert Aarnes (5)(6) | 1,336 | — | — | 1,336 | | Louise Goeser (5) | 117,500 | 132,439 | — | 249,939 | | Mitchell Jacobson (5) | 132,500 | — | 314,498(7) | 446,998 | | Michael Kaufmann (5) | 97,500 | 132,439 | — | 229,939 | | Steven Paladino (5) | 112,500 | 132,439 | — | 244,939 | | Philip Peller (5) | 122,500 | 132,439 | — | 254,939 | | Rahquel Purcell (5) | 97,500 | 132,439 | — | 229,939 | | Rudina Seseri (5) | 97,500 | 132,439 | — | 229,939 |
John Hill Separation Agreement
| Summary Compensation Table |
John Hill Separation Agreement
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Erik Gershwind (6) | 2024 | 861,210 | — | 3,549,805 | — | — | 26,466 | 4,437,481 | | Chief Executive Officer | 2023 | 825,446 | — | 3,249,955 | — | 826,575 | 26,148 | 4,928,124 | | | 2022 | 815,937 | — | 3,249,890 | — | 2,362,500 | 24,916 | 6,453,243 | | Kristen Actis-Grande | 2024 | 590,385 | — | 1,249,824 | — | — | 28,156 | 1,868,365 | | Executive Vice President, | 2023 | 540,385 | — | 749,901 | — | 208,816 | 21,710 | 1,520,812 | | Chief Financial Officer | 2022 | 504,808 | — | 649,944 | — | 538,546 | 6,329 | 1,699,627 | | Martina McIsaac (7)(8) | 2024 | 565,548 | — | 749,973 | — | — | 29,034 | 1,344,555 | | President and | 2023 | 497,115 | 200,000 | 1,099,877 | — | 195,252 | 33,619 | 2,025,863 | | Chief Operating Officer | | | | | | | | | | Elizabeth Bledsoe | 2024 | 431,760 | — | 474,820 | — | — | 22,687 | 929,267 | | Senior Vice President and | 2023 | 407,308 | — | 399,969 | — | 112,435 | 21,265 | 940,977 | | Chief People Officer | 2022 | 381,731 | — | 324,887 | — | 267,420 | 21,645 | 995,683 | | Kimberly Shacklett (9) | 2024 | 415,385 | — | 399,920 | — | — | 21,868 | 837,173 | | Senior Vice President, Sales | | | | | | | | | | and Customer Success | | | | | | | | | | John Hill (10)(11) | 2024 | 435,192 | — | 864,662 | — | — | 154,144 | 1,453,998 | | Former Senior Vice President | 2023 | 520,192 | — | 549,916 | — | 186,496 | 42,369 | 1,298,973 | | and Chief Digital Information Officer | | | | | | | | |
John Hill Separation Agreement
| Fiscal Year 2024 Grants of Plan-Based Awards |
John Hill Separation Agreement
| Outstanding Equity Awards at 2024 Fiscal Year-End |
John Hill Separation Agreement
| Fiscal Year 2024 Option Exercises and Stock Vested |
John Hill Separation Agreement
| Pension Benefits and Nonqualified Deferred Compensation |
John Hill Separation Agreement
| Potential Payments Upon Termination or Change in Control |
MSC Executive Severance Plan
| Potential Payments Upon Termination or Change in Control Table as of August 30, 2024 |
MSC Executive Severance Plan
| CEO PAY RATIO |
MSC Executive Severance Plan
| PAY VERSUS PERFORMANCE |
MSC Executive Severance Plan
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO | Average Summary Compensation Table Total for other NEOs | Average Compensation Actually Paid to other NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (in thousands) | Adjusted Operating Margin | Organic Revenue Growth (ADS) | | | ($)(1) | ($)(1)(2)(3) | ($)(1) | ($)(1)(2)(3) | ($)(4) | ($)(4) | ($) | (%)(5)(6) | (%)(5) | | 2024 | 4,437,481 | 1,811,320 | 1,286,672 | 632,399 | 148.70 | 200.06 | 255,957 | 10.5 | (5.1) | | 2023 | 4,928,124 | 8,189,514 | 1,446,656 | 1,756,748 | 177.22 | 154.70 | 343,107 | 12.5 | 10.6 | | 2022 | 6,453,243 | 6,528,550 | 1,232,010 | 974,416 | 132.02 | 121.48 | 340,482 | 12.7 | 10.1 | | 2021 | 5,170,103 | 7,914,763 | 1,199,324 | 1,603,809 | 138.24 | 122.97 | 217,937 | 11.5 | 1.5 |
Relationship Between Compensation Actually Paid and Company Total Shareholder Return
Relationship Between Compensation Actually Paid and Company Total Shareholder Return
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Adjusted Operating Margin
Relationship Between Compensation Actually Paid and Adjusted Operating Margin
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
| Most Important Financial Performance Measures(1) | | Adjusted Operating Margin | | Organic Revenue Growth (ADS) | | Adjusted Return on Invested Capital |
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
(1)Adjusted Operating Margin, Organic Revenue Growth (ADS) and Adjusted Return on Invested Capital are all non-GAAP financial measures. See Appendix A to this Proxy Statement and Appendix A to the 2023 Proxy Statement for definitions and reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures. As required by Section 14A of the Exchange Act, this proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to vote to approve or not approve, on an advisory basis, the compensation of our named executive officers, which is described in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement. This vote is not intended to address any specific item or element of compensation or the compensation of any particular officer, but rather the overall compensation of our named executive officers and the philosophy, principles and policies used to determine compensation. Shareholders were most recently asked to approve the compensation of our named executive officers at the Company’s 2024 Annual Meeting of Shareholders, and shareholders approved our named executive officer compensation with more than 98% of the votes cast in favor. At the Company’s 2024 Annual Meeting of Shareholders, we asked shareholders to indicate whether future advisory say-on-pay votes should occur every one, two or three years, with the Board recommending an annual advisory vote. Because the Board views it as a good corporate governance practice, and because at the Company’s 2024 Annual Meeting of Shareholders a majority of the votes cast were in favor of an annual advisory say-on-pay vote, the Company currently intends to include an advisory say-on-pay vote in its proxy materials on an annual basis until the next required advisory vote on the frequency of future advisory say-on-pay votes, which will occur no later than the Company's 2030 Annual Meeting of Shareholders. Accordingly, the next advisory say-on-pay vote is expected to be held at the Company's 2026 Annual Meeting of Shareholders. As described in greater detail in the section entitled “Compensation Discussion and Analysis,” our key compensation goals are to: create a performance driven culture based on personal accountability by linking rewards to Company and individual performance; provide a market competitive compensation opportunity to enable the Company to attract, retain and motivate highly talented associates; and recruit, retain and motivate highly talented executives, align our executives’ interests with those of our shareholders and provide performance-based compensation that appropriately rewards our executives. Our compensation programs include a number of key features designed to accomplish these goals. The Board urges our shareholders to read the section entitled “Compensation Discussion and Analysis,” which describes in detail how our executive compensation practices operate and are designed to achieve our key compensation goals, as well as the Summary Compensation Table and other related compensation tables and narrative discussion appearing under the section entitled “Executive Compensation,” which provide detailed information about the compensation of our named executive officers. Based on Company and individual performance, the Compensation Committee believes that compensation levels for fiscal year 2024 were appropriate and consistent with the philosophy and objectives of the Company’s executive compensation programs. Accordingly, we are asking shareholders to vote, on an advisory basis, “FOR” the following resolution at the Annual Meeting: RESOLVED, that the Company’s shareholders hereby approve the compensation of the named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the “Compensation Discussion and Analysis” section, the compensation tables and the related narrative discussion. This vote is advisory, which means that the shareholder vote on this proposal will not be binding on the Company, the Compensation Committee or the Board. However, the Compensation Committee and the Board value the opinions of the Company’s shareholders and will carefully consider the outcome of the vote when making future compensation decisions for the named executive officers of the Company.
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
| THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT. UNLESS OTHERWISE SPECIFIED, PROXIES WILL BE VOTED “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT. |
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
| EQUITY COMPENSATION PLAN INFORMATION |
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
Information for our equity compensation plans in effect as of August 31, 2024 is as follows:
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
| | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) | | Plan Category | (a) | (b) | (c) | | Equity compensation plans approved by security holders: | — | — | — | | Equity compensation plans (excluding Associate Stock Purchase Plan) | 98,738 | $83.21 | 2,004,059(1) | | Associate Stock Purchase Plan | — | — | 181,503 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 98,738 | $83.21 | 2,185,562 |
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
(1)Represents shares available for future issuance under our 2023 Omnibus Incentive Plan. Such shares may become subject to stock option grants or SARs or may be issued directly as stock awards with such terms and conditions, performance requirements, restrictions, forfeiture provisions, contingencies and other limitations as determined by the plan administrator.
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
The information set forth in the table below is based on information furnished as of the close of business on December 4, 2024, except as otherwise noted, regarding the beneficial ownership of our Class A Common Stock by: •each shareholder known to us to be the beneficial owner of more than 5% of our Class A Common Stock; •each director and nominee for director of the Company; •each of our named executive officers; and •all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC that deem shares to be beneficially owned by any person who has or shares voting or investment power with respect to such shares. In computing the number of shares of Class A Common Stock beneficially owned by a person and the ownership percentage of such person, shares of Class A Common Stock deemed outstanding include (i) shares of Class A Common Stock subject to stock options held by such person that are currently exercisable or exercisable within 60 days of December 4, 2024 and (ii) RSUs and performance share units that are currently vested or vest within 60 days of December 4, 2024. However, these shares or units are not deemed outstanding for the purpose of computing the ownership percentage of any other person. The ownership percentage is based on 55,882,352 shares of our Class A Common Stock outstanding as of the close of business on December 4, 2024. Except as otherwise indicated in the footnotes below, the persons listed in the table below have advised us that they have sole voting and investment power with respect to the shares listed as beneficially owned by them. Unless otherwise indicated in the footnotes below, the address for each of the beneficial owners is c/o MSC Industrial Direct Co., Inc., 515 Broadhollow Road, Suite 1000, Melville, New York 11747. All fractional shares reported in the table below have been rounded to the nearest whole share.
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
| Name | Number of Shares and Nature of Beneficial Ownership | Ownership Percentage | | Principal Shareholders: | | | | Mitchell Jacobson | 7,989,683(1) | 14.3% | | BlackRock, Inc. | 5,800,591(2) | 10.4% | | The Vanguard Group, Inc. | 4,686,356(3) | 8.4% | | American Century Investment Management, Inc. and related entities | 3,407,845(4) | 6.1% | | Directors, Director Nominees and Named Executive Officers: | | | | Mitchell Jacobson | 7,989,683(1) | 14.3% | | Erik Gershwind | 2,145,919(5) | 3.8% | | Robert Aarnes | — | * | | Louise Goeser | 13,802(6) | * | | Michael Kaufmann | 13,960(7) | * | | Steven Paladino | 13,960(7) | * | | Philip Peller | 19,767(6)(8) | * | | Rahquel Purcell | 2,344(7) | * | | Rudina Seseri | 6,322(7) | * | | Kristen Actis-Grande | 12,645 | * | | Martina McIsaac | 4,434 | * | | Elizabeth Bledsoe | 8,846 | * | | Kimberly Shacklett | 18,916(9) | * | | Directors and executive officers as a group (14 persons) | 10,253,694(10) | 18.3% |
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
____________________________ * Less than 1% (1)Based on information supplied by Mitchell Jacobson in a Schedule 13D and Form 4 filed with the SEC on October 5, 2023 and January 31, 2024, respectively. This number consists of (i) 1,792,532 shares of Class A Common Stock owned directly by Mr. Jacobson; (ii) 234,993 shares of Class A Common Stock held by a family charitable foundation, of which Mr. Jacobson is a director, as to which shares Mr. Jacobson has shared voting and dispositive power; (iii) 2,907,454 shares of Class A Common Stock held by trusts of which Mr. Jacobson is the settlor and over whose trustees Mr. Jacobson can exercise remove and replace powers; and (iv) 3,054,704 shares of Class A Common Stock held by grantor retained annuity trusts of which Mr. Jacobson is the settlor, sole annuitant and trustee, and other trusts over whose portfolio securities Mr. Jacobson exercises voting and dispositive power. Mr. Jacobson disclaims beneficial ownership of the 234,993 shares of Class A Common Stock held by the foundation and the 5,962,158 shares of Class A Common Stock that are held by these trusts, except to the extent of his pecuniary interest. (2)Based on information supplied by BlackRock, Inc. (“BlackRock”) in a Schedule 13G/A filed with the SEC on January 24, 2024. The address of BlackRock is 50 Hudson Yards, New York, New York, 10001. The Schedule 13G/A reports that BlackRock has sole voting power over 5,430,393 shares, shared voting power over no shares and sole dispositive power over all of the shares shown. (3)Based on information supplied by The Vanguard Group, Inc. (“Vanguard”) in a Schedule 13G/A filed with the SEC on February 13, 2024. The address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. The Schedule 13G/A reports that Vanguard has sole voting power over no shares, shared voting power over 16,126 shares, sole dispositive power over 4,621,890 shares and shared dispositive power over 64,466 shares. (4)Based on information supplied by American Century Investment Management, Inc. (“ACIM”), American Century Companies, Inc. (“ACC”) and Stowers Institute for Medical Research (“Stowers”) in a Schedule 13G/A filed jointly with the SEC on November 8, 2024. ACC is controlled by Stowers. ACIM is a wholly owned subsidiary of ACC. The address of each of ACIM, ACC and Stowers is 4500 Main Street, 9th Floor, Kansas City, Missouri 64111. The Schedule 13G/A reports that each of ACIM, ACC and Stowers has sole voting power over 3,288,863 shares, shared voting power over no shares and sole dispositive power over all of the shares shown. (5)This number consists of (i) 1,402,849 shares of Class A Common Stock owned directly by Mr. Gershwind; (ii) 80,071 shares of Class A Common Stock issuable upon the exercise by Mr. Gershwind of stock options that are currently exercisable or exercisable within 60 days of December 4, 2024; (iii) 21,695 shares of Class A Common Stock held by family charitable foundations, of which Mr. Gershwind is a director, as to which shares Mr. Gershwind has sole voting and dispositive power for 18,782 shares and shared voting and dispositive power for 2,913 shares; (iv) 175,378 shares of Class A Common Stock held by grantor retained annuity trusts of which Mr. Gershwind is the settlor, sole annuitant and trustee; (v) 61,027 shares of Class A Common Stock held by a trust of which Mr. Gershwind is a co-trustee and beneficiary; (vi) 302,464 shares of Class A Common Stock held by trusts over whose the trustee Mr. Gershwind can exercise remove and replace powers and the beneficiaries of which are family members of Mr. Gershwind; and (vii) 102,435 shares of Class A Common Stock held by a trust of which Mr. Gershwind is the trustee. Mr. Gershwind disclaims beneficial ownership of the 21,695 shares of Class A Common Stock held by the family charitable foundations and the 641,304 shares of Class A Common Stock held by the trusts, except to the extent of his pecuniary interest therein. (6)Includes 827 RSUs scheduled to vest on January 25, 2025. (7)Includes 715 RSUs scheduled to vest on January 24, 2025 and 827 RSUs scheduled to vest on January 25, 2025. (8)Includes 14,896 shares held by an irrevocable trust, of which Mr. Peller is the settlor, Mr. Peller’s daughter is the sole trustee, and Mr. Peller’s wife is the beneficiary. (9)Includes 4,259 shares of Class A Common Stock issuable upon the exercise by Ms. Shacklett of stock options that are currently exercisable or exercisable within 60 days of December 4, 2024. (10)Includes: (i) 84,330 shares of Class A Common Stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of December 4, 2024; (ii) 2,860 RSUs scheduled to vest on January 24, 2025 and 4,962 RSUs scheduled to vest on January 25, 2025.
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
| SHAREHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS |
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
Any shareholder proposal intended to be included in the Company’s proxy statement and form of proxy relating to the 2026 Annual Meeting of Shareholders must be in writing and received by the Company not later than August 14, 2025. Any such shareholder proposal must also comply with Rule 14a-8 of the Exchange Act, which lists the requirements for the inclusion of shareholder proposals in company-sponsored proxy materials. Shareholder proposals should be addressed to the attention of the Company’s Senior Vice President, General Counsel and Corporate Secretary at MSC Industrial Direct Co., Inc., 515 Broadhollow Road, Suite 1000, Melville, New York 11747. Pursuant to the SEC rules, submitting a proposal will not guarantee that it will be included in the Company’s proxy materials. You may propose nominees (other than self-nominations) for consideration by the Nominating and Corporate Governance Committee by submitting names, qualifications and other supporting information to the Company’s Senior Vice President, General Counsel and Corporate Secretary at MSC Industrial Direct Co., Inc., 515 Broadhollow Road, Suite 1000, Melville, New York 11747. Properly submitted recommendations must be received no later than August 14, 2025, to be considered by the Nominating and Corporate Governance Committee for inclusion in the following year’s nominations for election to the Board. Your properly submitted candidates are evaluated in the same manner as those candidates recommended by other sources. All candidates are considered in light of the needs of the Board with due consideration given to the qualifications described on page 7 under Election of Directors (Proposal No. 1). In addition, any shareholder proposal intended to be presented at the 2026 Annual Meeting of Shareholders, but that will not be included in the Company’s proxy statement and form of proxy relating to the 2026 Annual Meeting of Shareholders, must be in writing and delivered to the Company’s Senior Vice President, General Counsel and Corporate Secretary at MSC Industrial Direct Co., Inc., 515 Broadhollow Road, Suite 1000, Melville, New York 11747 not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the anniversary date of the Annual Meeting. As a result, any proposals submitted by a shareholder pursuant to the provisions of the Company’s Third Amended and Restated By-Laws (other than proposals submitted pursuant to Rule 14a-8 of the Exchange Act) must be delivered not earlier than the close of business on September 24, 2025 and not later than the close of business on October 24, 2025. However, in the event that the 2026 Annual Meeting of Shareholders is called for a date that is more than 30 days before or more than 70 days after January 22, 2026, notice by the shareholder in order to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of the 2026 Annual Meeting of Shareholders and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. Shareholder proposals must include the specified information concerning the proposal and the shareholder submitting the proposal as set forth in the Company’s Third Amended and Restated By-Laws. A copy of the Company’s Third Amended and Restated By-laws may be obtained by writing to the Company’s Senior Vice President, General Counsel and Corporate Secretary at MSC Industrial Direct Co., Inc., 515 Broadhollow Road, Suite 1000, Melville, New York 11747.
Relationship Between Compensation Actually Paid and Organic Revenue Growth (ADS)
| INFORMATION ABOUT THE ANNUAL MEETING |