MSC INDUSTRIAL DIRECT CO INC 8-K

What Happened

• MSC Industrial Direct Co., Inc. (MSM) filed an 8-K on Jan 21, 2026 reporting results of its 2026 Annual Meeting. Shareholders approved Amendment No. 1 to the Amended and Restated Associate Stock Purchase Plan to add 300,000 shares of Class A common stock and extend the plan term through October 31, 2035.
• All ten director nominees were re-elected. The board’s auditor, Ernst & Young LLP, was ratified for fiscal 2026, and the advisory (non-binding) vote to approve named executive officer compensation passed.

Key Details

• Associate Stock Purchase Plan Amendment: 50,389,519 votes for, 64,713 against, 289,460 abstentions, 1,989,196 broker non-votes; 99.87% of votes cast were for approval. Amendment increases available shares by 300,000 and extends the plan to Oct 31, 2035.
• Director elections (votes cast “for” — percentage of votes cast): Martina McIsaac 50,399,010 (99.39%); Erik Gershwind 50,271,970 (99.14%); Louise Goeser 50,192,582 (98.99%); Mitchell Jacobson 49,977,400 (98.57%); Michael Kaufmann 50,029,541 (98.68%); Robert Aarnes 50,658,341 (99.92%); Steven Paladino 50,315,822 (99.24%); Philip Peller 49,839,237 (98.30%); Rahquel Purcell 50,539,971 (99.73%); Rudina Seseri 50,530,612 (99.69%).
• Auditor ratification: Ernst & Young LLP — 51,392,650 for, 1,044,482 against, 295,756 abstentions (98.01% of votes cast for).
• Advisory vote on executive compensation: 49,742,594 for, 693,741 against, 307,357 abstentions; 98.62% of votes cast for.

Why It Matters

• The approved amendment authorizes an additional 300,000 shares for the employee purchase plan and extends its life to 2035, enabling continued employee stock purchases and retention programs; if fully issued, it would modestly increase outstanding shares.
• Re-election of the full director slate and ratification of the auditor indicate shareholder support for the current board and audit arrangements.
• The strong advisory vote for executive compensation signals continued shareholder backing of pay practices (though advisory and non-binding).

This summary covers the material actions reported in the 8-K related to the Annual Meeting and the stock purchase plan amendment.