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

(a)On January 26, 2022, MSC Industrial Direct Co., Inc. (the "Company") held its 2022 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 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 10 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:



                   Votes Cast     Votes     Broker    Percentage of
     Nominee           For      Withheld   Non-Votes  Votes Cast For
Erik Gershwind     124,086,966   750,375   2,319,019      99.40%

Louise Goeser      123,134,189  1,703,152  2,319,019      98.64%

Mitchell Jacobson  123,439,639  1,397,702  2,319,019      98.88%

Michael Kaufmann   124,474,847   362,494   2,319,019      99.71%

Steven Paladino    116,091,566  8,745,775  2,319,019      92.99%

Philip Peller      121,310,797  3,526,544  2,319,019      97.18%

Rudina Seseri      124,032,499   804,842   2,319,019      99.36%

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 2023 Annual Meeting of Shareholders, and until his or her successor has been duly elected and qualified, or until his or her earlier resignation or removal.

2.Ratification of the appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for fiscal year 2022:

erc


                                                 Percentage of

Votes Cast For Votes Cast Against Abstentions Votes Cast For

124,970,678 1,843,491 342,191 98.54%

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

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



                                                                   Percentage of

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

121,327,867 3,414,660 94,814 2,319,019 97.26%

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



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