8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2020

_________________________________________________

MSC Industrial Direct Co., Inc.

(Exact Name of Registrant as Specified in Its Charter)

New York	1-14130	11-3289165
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

75 Maxess Road, Melville, New York			11747
(Address of principal executive offices)			(Zip Code)
Registrant’s telephone number, including area code: (516) 812-2000
		Not Applicable
	(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $.001	MSM	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 31, 2020, MSC Industrial Direct Co., Inc. (the “Company”) announced that, effective August 31, 2020, Ms. Kristen Actis-Grande has been appointed Executive Vice President and Chief Financial Officer of the Company. Mr. Greg Clark, who has been serving as interim Chief Financial Officer since January 2020, has resigned as interim Chief Financial Officer and will continue in his role as Vice President of Finance and Corporate Controller.

Prior to joining the Company, over the past seventeen years, Ms. Actis-Grande, age 39, held various positions of increasing responsibility in the finance area at Ingersoll-Rand plc and Ingersoll Rand Inc. (NYSE: IR; formerly known as Gardner Denver Holdings, Inc. and following Gardner Denver's acquisition of Ingersoll-Rand plc's Industrial segment on Feb 29, 2020). Most recently, from June 2020 through August 2020, Ms. Actis-Grande served as Vice President of Investor Relations and Financial Planning & Analysis at Ingersoll Rand Inc. From February 2020 to June 2020, Ms. Actis-Grande served as the Vice President of Finance, Industrial Technologies and Services EMEIA at Ingersoll Rand Inc. From August 2018 to February 2020, Ms. Actis-Grande served as the Vice President of Finance, Compression Technologies and Services at Ingersoll-Rand plc. From May 2016 to August 2018, Ms. Actis-Grande served as Vice President of Finance, Residential HVAC and Supply at Ingersoll-Rand plc. From April 2014 to May 2016, Ms. Actis-Grande served as a Director of Selling Finance and Business Initiatives, Residential HVAC and Supply at Ingersoll-Rand plc. There is no arrangement or understanding between Ms. Actis-Grande and any other person pursuant to which she was appointed Executive Vice President and Chief Financial Officer.

In connection with her appointment, Ms. Actis-Grande received and has agreed to the terms of an offer letter (the “Offer Letter”) providing for an annual base salary of $425,000.  For fiscal year 2021, Ms. Actis-Grande will be eligible for an annual incentive bonus award with a target amount equal to 70% of her base salary and an equity award (comprised of performance share units and restricted stock units) with a grant date value of $550,000. She also will be entitled to participate in all of the employee benefit plans available to executives. To compensate Ms. Actis-Grande for a portion of certain forfeitures of incentive compensation upon her leaving her current employer, Ms. Actis-Grande will receive a sign-on equity grant of restricted stock units having a grant date fair value of $200,000, which will vest 25% on each of the first, second, third and fourth anniversaries of the grant date, provided that Ms. Actis-Grande continues to be employed by the Company at each vesting date and (ii) a sign-on bonus of $150,000, which she is required to repay if her employment is terminated for any reason within 12 months of the employment commencement date.

Ms. Actis-Grande will be a participant in the Company’s Executive Severance Plan and the Company’s Executive Change in Control Severance Plan. Under the Company’s Executive Severance Plan, participants are entitled to receive certain severance benefits upon a qualifying termination. Under the Company’s Executive Change in Control Severance Plan, if, within two years after the occurrence of a change in control of the Company, (a) the executive’s employment is terminated other than for cause or (b) the executive terminates her employment following a change in the executive’s “circumstances of employment,” then the Company would be obligated to pay the executive a severance payment equal to (i) two times the executive’s annual base salary, plus (ii) two times the executive’s targeted annual cash incentive bonus, plus (iii) the pro rata portion of the executive’s targeted annual cash performance bonus.  In addition, any unvested stock options and stock awards would accelerate. As a condition to receiving severance payments and benefits, the executive would be required to execute a general release in favor of the Company. The terms of these plans are more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on December 19, 2019, and the plans have been filed as exhibits to reports filed by the Company with the SEC.

A copy of the Offer Letter is attached as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.  The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of such exhibit.

ITEM 7.01 Regulation FD Disclosure.

On August 31, 2020, the Company issued a press release announcing the appointment of Ms. Actis-Grande as Executive Vice President and Chief Financial Officer. A copy of the press release is furnished with this report as Exhibit 99.1 and is incorporated by reference herein.

The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

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ITEM 9.01	Financial Statements and Exhibits.
(d) Exhibits:
10.1	Kristen Actis-Grande Offer Letter, dated July 17, 2020
99.1	Press Release, dated August 31, 2020, issued by MSC Industrial Direct Co., Inc.
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MSC INDUSTRIAL DIRECT CO., INC.
Date: August 31, 2020	By:	/s/ Steve Armstrong
	Name:	Steve Armstrong
	Title:	Senior Vice President and General Counsel

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EX-10.1

Exhibit 10.1

July 17, 2020

Kristen Actis-Grande

243 Bay Shore Loop

Mooresville, NC 28117

Dear Kristen:

On behalf of our CEO, it is my pleasure to extend a conditional offer you of employment to you for the position of EVP, Chief Financial Officer with MSC Industrial Supply Co, reporting directly to Erik Gershwind.  Your anticipated start date is August 24, 2020.  This position will be based in Davidson, NC although all are working remotely at this time due to the pandemic.

The salary grade for this position is V27.  As an exempt associate, your annualized base salary in this position will be $425,000.  This will be earned and paid every other Thursday on a bi-weekly basis. In addition, you will receive a signing bonus of $150,000 immediately following your start date.  Should you leave MSC prior to one year of employment, voluntarily or involuntarily, you will be required to repay the signing bonus.

In addition, this position is eligible to participate in the annual bonus program at a target of seventy percent (70%) of your annual base salary.  You will be eligible as of fiscal year 2021 with anticipated payment in November 2021. 

You will also be eligible for a target of $550,000 in equity value this November, provided you start before August 31 of the current calendar year.  The equity is currently granted as 25% Performance Stock Units (PSUs) with a three (3) year cliff vesting schedule, and 75% comprised of Restricted Stock Units (RSUs) that will vest 25% per year for four (4) years. 

Additionally, you will receive a sign-on equity grant of Restricted Stock Units valued at $200,000 that will vest 25% per year for four (4) years.  It will be granted as soon as possible after your start date pending Compensation Committee approval.

The bonus and equity grant are not guaranteed but based on company and individual performance, as well as Board approval.  Please note that bonus and equity targets may vary each year.

This position carries unlimited vacation, scheduled with the approval of management.  You will be eligible to participate in the MSC Benefits Program in accordance with the terms and conditions of those plans. 

MSC will provide you with a leased, four-door car at an executive level. MSC will pay for the insurance, maintenance and gas for the vehicle.  Please note, we will conduct a review of your driving record annually through the Department of Motor Vehicles. If you would prefer to participate in our auto allowance program, instead of accepting a vehicle, you will receive a monthly auto allowance in the amount of $1,283.33per month.  Please be advised that this benefit is considered income and may have tax implications.  You should consult a tax expert for advice on this issue. 

As a full time associate of MSC, you may elect to participate in all of our benefits when eligible.  Our standard benefit package includes major medical/dental insurance and 401(k) savings plan.  Based upon a start date

75 Maxess Road, Melville, New York, 11747  | 800.645.7270  |  mscdirect.com

within the month of August, you will be eligible to enroll on October 1, 2020.  A change to your start date may impact your benefits eligibility date.

For your review, I’ve included with this letter MSC’s “Associate Confidentiality, Non-Solicitation and Non-Competition Agreement,” execution of which is a condition of your employment.  Neither this condition, nor this offer letter should be construed as a contract of employment. 

This offer is conditional upon a successful reference and background check.  Upon your start date, you will receive an email with a link to complete all on-boarding documents.  Your employment is contingent upon you providing appropriate documentation as required by Federal law to prove your identity and eligibility to work in the United States.  Please provide the appropriate document(s) on your first day of employment.

So that we may proceed with the hiring process, please confirm your acceptance of the offer by signing below and returning this letter to me.  I look forward to receiving your response by Wednesday, July 22, 2020. 

Kristen, we are so excited to have you join us.  MSC is in the early stages of crucial transformation and your leadership will be game-changing for our team.  We look forward to a partnership that provides significant growth for both you and the company as we define our future.

If I can answer any questions or provide any information to help you in your decision process, please let me know.  Feel free to call me at 704-987-5546 if you have any questions.

Sincerely,

/s/ Beth Bledsoe

Beth Bledsoe

VP, Chief People Officer

C:Barbara Knoll

Sr. Director, Total Rewards

Jeff Mulligan

Sr. Director, Talent Strategy

Offer accepted: /s/ Kristen Actis-Grande 7/19/2020

Kristen Actis-GrandeDate

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EX-99.1

Exhibit 99.1

MSC INDUSTRIAL SUPPLY CO. NAMES KRISTEN ACTIS-GRANDE CHIEF FINANCIAL OFFICER

Melville, N.Y. & Davidson, N.C. (Aug. 31, 2020) —MSC INDUSTRIAL SUPPLY CO. (NYSE: MSM), a premier distributor of Metalworking and Maintenance, Repair and Operations supplies to industrial customers throughout North America, today announced that it has named Kristen Actis-Grande to the role of Executive Vice President and Chief Financial Officer.

Actis-Grande joins MSC following a 17-year tenure with Ingersoll Rand. She most recently served as Vice President of Investor Relations and Financial Planning and Analysis for the diversified industrial company. Actis-Grande previously served as Vice President of Finance for the company’s Compression Technologies and Services business, a multibillion-dollar, global manufacturing and services organization. Prior to that role, she served as Vice President of Finance for Residential HVAC and Supply, a multibillion-dollar business unit that includes the Trane and American Standard brands. Actis-Grande previously held a variety of progressively responsible finance leadership roles across the organization. She received a B.S. in Finance from Lehigh University and an M.B.A. from the Indiana University Kelley School of Business.

“Kristen is a talented executive with a track record of driving improved performance, demonstrating leadership and building a strong team,” said MSC President and CEO Erik Gershwind. “I am pleased to welcome her to our company and look forward to benefitting from her experience as we transform MSC into a mission-critical partner on the plant floor.”

"MSC is a forward-looking company focused on serving all of its key stakeholders. I look forward to contributing to the company’s positive culture and long history of success as a leading distributor of MRO products and solutions,” Actis-Grande said.

Actis-Grande will be based at MSC’s Customer Support Center in Davidson, North Carolina.

# # #

Media Contact:

Paul Mason

MSC Industrial Supply Co.

(704) 987-5313

paul.mason@mscdirect.com

About MSC Industrial Supply Co.

MSC Industrial Supply Co. (NYSE:MSM) is a leading North American distributor of metalworking and maintenance, repair, and operations (MRO) products and services. We help our customers drive greater productivity, profitability and growth with more than 1.8 million products, inventory management and other supply chain solutions, and deep expertise from over 75 years of working with customers across industries.

Our experienced team of approximately 6,500 associates is dedicated to working side by side with our customers to help drive results for their businesses - from keeping operations running efficiently today to continuously rethinking, retooling, and optimizing for a more productive tomorrow.

For more information on MSC, please visit mscdirect.com.

75 Maxess Road, Melville, New York 11747  |  525 Harbour Place Drive, Davidson, NC 28036  |  mscdirect.com

XML

Document And Entity Information	Aug. 31, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 31, 2020
Entity Registrant Name	MSC Industrial Direct Co., Inc.
Entity Incorporation, State or Country Code	NY
Entity File Number	1-14130
Entity Tax Identification Number	11-3289165
Entity Address, Address Line One	75 Maxess Road
Entity Address, City or Town	Melville
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11747
City Area Code	516
Local Phone Number	812-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $.001
Trading Symbol	MSM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001003078