8-K Submission of Matters to a Vote 12919



 

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): January 29, 2019

 _____________________________________





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))



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 5.07

Submission of Matters to a Vote of Security Holders.



(a) and (b)



On January 29, 2019, MSC Industrial Direct Co., Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders (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

Jonathan Byrnes

 

140,408,953

 

447,826

 

2,135,212

 

99.68%



 

 

 

 

 

 

 

 

Roger Fradin

 

135,504,200

 

5,352,579

 

2,135,212

 

96.20%



 

 

 

 

 

 

 

 

Erik Gershwind

 

140,465,960

 

390,819

 

2,135,212

 

99.72%



 

 

 

 

 

 

 

 

Louise Goeser

 

140,190,689

 

666,090

 

2,135,212

 

99.53%



 

 

 

 

 

 

 

 

Mitchell Jacobson

 

139,818,005

 

1,038,774

 

2,135,212

 

99.26%



 

 

 

 

 

 

 

 

Michael Kaufmann

 

140,648,798

 

207,981

 

2,135,212

 

99.85%



 

 

 

 

 

 

 

 

Denis Kelly

 

139,570,824

 

1,285,955

 

2,135,212

 

99.09%



 

 

 

 

 

 

 

 

Steven Paladino

 

140,649,095

 

207,684

 

2,135,212

 

99.85%



 

 

 

 

 

 

 

 

Philip Peller

 

139,184,780

 

1,671,999

 

2,135,212

 

98.81%



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 2020 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 2019:



 

 





 

 

 

 

 

 



 

 

 

 

 

Percentage of

Votes Cast For

 

Votes Cast Against

 

Abstentions

 

Votes Cast For

142,688,699

 

286,646

 

16,646

 

99.79%



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

138,496,594

 

2,308,226

 

51,959

 

2,135,212

 

98.36%



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

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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: January 29, 2019

By:

/s/ Rustom Jilla

 

Name:

Rustom Jilla

 

Title:

Executive Vice President and Chief

Financial Officer



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