ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers

(e) Approval of Amended and Restated Associate Stock Purchase Plan

On January 27, 2021, MSC Industrial Direct Co., Inc. (the "Company") held its 2021 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved the amendment and restatement of the Company's Associate Stock Purchase Plan (as amended and restated, the "Stock Purchase Plan") to (i) increase the number of shares available for sale thereunder by 350,000 shares and (ii) extend the term of the Stock Purchase Plan by an additional six years, through October 31, 2030. A summary of the material terms of the Stock Purchase Plan is set forth in " Proposal No. 4, Approval of the Amendment and Restatement of Our Associate Stock Purchase Plan " in the Company's definitive proxy statement filed with the Securities and Exchange Commission on December 17, 2020 (the "2020 Proxy Statement"), which summary is incorporated herein by reference. The foregoing summary and the summary incorporated by reference from the 2020 Proxy Statement are subject to, and qualified in their entirety by reference to, the full text of the Stock Purchase Plan, which is incorporated by reference as Exhibit 10.1 to this report.

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

(a) and (b)

On January 27, 2021, the Company held the Annual Meeting. A brief description of the matters voted upon at the Annual Meeting and the results of the voting on such matters is set forth below. On all matters (including the election of directors) submitted to a vote of the Company's shareholders, the Company's Class A common stock and Class B common stock vote together as a single class, with each holder of Class A common stock entitled to one vote per share of Class A common stock and each holder of Class B common stock entitled to ten votes per share of Class B common stock. 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 to serve for one-year terms:



                   Votes Cast     Votes      Broker    Percentage of
     Nominee           For       Withheld   Non-Votes  Votes Cast For
Erik Gershwind     130,668,673   843,275    2,113,105      99.36%

Louise Goeser      129,862,156  1,649,792   2,113,105      98.75%

Mitchell Jacobson  101,595,702  29,916,246  2,113,105      77.25%

Michael Kaufmann   131,210,839   301,109    2,113,105      99.77%

Steven Paladino    129,531,322  1,980,626   2,113,105      98.49%

Philip Peller      129,818,137  1,693,811   2,113,105      98.71%

Rudina Seseri      131,249,403   262,545    2,113,105      99.80%



?

                                      -2-

--------------------------------------------------------------------------------

Each of the nominees was re-elected by the Company's shareholders to serve on the board of directors for a one-year term expiring at the Company's 2022 Annual Meeting of Shareholders, and until their respective successors have been elected, or until their earlier resignation or removal.

2.Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2021:

erc


                                                 Percentage of

Votes Cast For Votes Cast Against Abstentions Votes Cast For

131,704,523 1,890,912 29,618 98.58%

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

3.Approval, on an advisory basis, of the compensation of the Company's named executive officers:



                                                                   Percentage of

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes Votes Cast For

128,635,920 2,812,347 63,681 2,113,105 97.86%

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

4.Approval of the Amendment and Restatement of the Company's Associate Stock Purchase Plan:

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes Votes Cast For

130,287,669 1,185,427 38,852 2,113,105 99.09%

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

ITEM 9.01 Financial Statements and Exhibits



(d) Exhibits:
                  Amended and Restated Associate Stock Purchase Plan (incorporated
          10.1  by reference to Annex A to the registrant's definitive proxy
                statement filed on December 17, 2020.
           104  Cover Page Interactive Data File (formatted in Inline XBRL).



?

                                      -3-

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses