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): September 8, 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.

(d) On September 8, 2020, the Board of Directors (the “Board”) of MSC Industrial Direct Co., Inc. (the “Company”) elected Rudina Seseri to serve as a non-executive director, increasing the size of the Board from 8 to 9 members. Ms. Seseri will join the Board as an independent director and will serve as a member of the Compensation and Nominating and Corporate Governance Committees of the Board. There is no arrangement or understanding between Ms. Seseri and any other person pursuant to which she was elected as a director of the Company. There have been no transactions involving the Company or any of its subsidiaries in which Ms. Seseri has or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.

Pursuant to the Company’s non-executive director compensation policies, Ms. Seseri will be entitled to receive: (i) a retainer for service on the Board of $55,000 per year; (ii) a fee for attendance at Board meetings of $2,000 per meeting; (iii) a fee for attendance at committee meetings of $1,700 per meeting; and (iv) an annual grant of restricted stock units representing shares of the Company’s Class A common stock having an aggregate fair market value of $120,000 on the date of grant upon reelection to the Board. 50% of such restricted stock units will vest on the first anniversary of the date of grant and 50% will vest on the second anniversary of the date of grant. The number of restricted stock units that Ms. Seseri will receive in connection with her initial election to the Board will be pro-rated to reflect the fact that she was elected to the Board between annual shareholders’ meetings. Director compensation is paid quarterly in arrears. The retainer fee payable to Ms. Seseri will be pro-rated to reflect the number of days actually served in any quarter in which she serves less than the full quarter. The Company reimburses non-executive directors for reasonable out-of-pocket expenses incurred in connection with attending in-person Board or committee meetings and for fees incurred in attending continuing education courses for directors that are approved in advance by the Company. In addition, the Company will enter into its standard form of director indemnification agreement with Ms. Seseri.

The foregoing description of the Company’s non-executive directors’ compensation programs is qualified by reference to the description included in the definitive proxy statement for the Company’s 2020 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on December 19, 2019.

On September 8, 2020, the Company issued a press release announcing the election of Ms. Seseri, a copy of which is attached as Exhibit 99.1 hereto.

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	ITEM 9.01	Financial Statements and Exhibits.
‎
(d) Exhibits:
99.1			Press Release, dated September 08. 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: September 8, 2020	By:	/s/ Steve Armstrong
	Name:	Steve Armstrong
	Title:	Senior Vice President and General Counsel

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EX-99.1

Exhibit 99.1

RUDINA SESERI APPOINTED TO MSC INDUSTRIAL SUPPLY CO.’S BOARD OF DIRECTORS

Melville, N.Y. & Davidson, N.C. (Sept. 8, 2020) — The Board of Directors of MSC Industrial Supply Co.(NYSE: MSM),  a premier distributor of Metalworking and Maintenance, Repair and Operations ("MRO") products and services to industrial customers throughout North America, today appointed Rudina Seseri to serve as a director, effective immediately.

Seseri is the founder and managing partner of Glasswing Ventures, an early stage venture capital firm dedicated to investing in the next generation of Artificial Intelligence-powered technology companies. She brings more than 17 years of investing and transactional experience to MSC’s Board of Directors, having invested in and helped build successful companies with innovative technologies in the fields of AI, Machine Learning, enabled enterprise software as a service (SaaS), cloud, Information Technology (IT) software, and vertical markets including supply chain.

Prior to launching Glasswing Ventures, Seseri was a partner at Fairhaven Capital, a technology venture capital firm, from 2007 to 2015. From 2005 to 2007, she worked in the Corporate Development Group at Microsoft Corporation, where she was responsible for leading acquisitions and strategic investments for the company. She also served as an investment banker in the Technology Group at Credit Suisse. Seseri serves on the boards of several private technology companies and has previously served on the digital advisory board of GlaxoSmithKlein and on the board of directors of Navigant. She earned a bachelor’s degree in economics and international relations from Wellesley College and a master’s degree in business administration from the Harvard Business School.

“Rudina brings a compelling combination of investment, technology and operational experience to MSC’s Board of Directors. With the continual need to invest in technology to help our manufacturer customers solve their mission-critical challenges and improve their operations, we know that she will provide both vision and practical expertise to help advance our digital transformation initiatives and deliver a world-class customer experience,” said Erik Gershwind, president and chief executive officer of MSC Industrial Supply Co.

Seseri was appointed to a newly created independent director position on MSC’s Board of Directors, bringing director membership to nine. She will serve on the Board’s Compensation and Nominating & Corporate Governance Committees. Seseri will be eligible for election to a one-year term with the other directors at the company’s annual meeting of shareholders in January 2021.

“Rudina is a highly qualified technology expert and investor who will bring a unique perspective and energy to our Board of Directors. We look forward to her many insights and the impact she will have on MSC’s success,” said MSC Chairman Mitchell Jacobson.

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

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Note Regarding Forward-Looking Statements:

Statements in this Press Release may constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including statements about expected future results, and expected benefits from our investment and strategic plans and other initiatives, are forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The inclusion of any statement in this release does not constitute an admission by MSC or any other person that the events or circumstances described in such statement are material. Factors that could cause actual results to differ materially from those in forward-looking statements include the following, many of which are and will be amplified by the COVID-19 pandemic: the effects of the COVID-19 pandemic on our business operations, results of operations and financial condition; general economic conditions in the markets in which we operate; changing customer and product mixes; competition, including the adoption by competitors of aggressive pricing strategies and sales methods; industry consolidation and other changes in the industrial distribution sector; retention of key personnel; volatility in commodity and energy prices; the outcome of government or regulatory proceedings or future litigation; credit risk of our customers; risk of customer cancellation or rescheduling of orders; work stoppages or other business interruptions (including those due to extreme weather conditions) at transportation centers, shipping ports, our headquarters or our customer fulfillment centers; disruptions or breaches of our information systems, or violations of data privacy laws; retention of qualified sales and customer service personnel and metalworking specialists; risk of loss of key suppliers, key brands or supply chain disruptions; changes to trade policies, including the impact from significant restrictions or tariffs; risks associated with opening or expanding our customer fulfillment centers; litigation risk due to the nature of our business; risks associated with the integration of acquired businesses or other strategic transactions; financial restrictions on outstanding borrowings; interest rate uncertainty due to LIBOR reform; failure to comply with applicable environmental, health and safety laws and regulations; goodwill and intangible assets recorded as a result of our acquisitions could be impaired; risks associated with the volatility of our common stock; and our principal shareholders exercise significant control over us. Additional information concerning these and other risks is described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the reports on Forms 10-K and 10-Q that we file with the U.S. Securities and Exchange Commission. We assume no obligation to update any of these forward-looking statements.

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XML

Document And Entity Information	Sep. 08, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 08, 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