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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 27, 2024
___________________________________
MSC INDUSTRIAL DIRECT CO., INC.
(Exact name of registrant as specified in its charter)
___________________________________

New York1-14130
11-3289165
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
515 Broadhollow Road, Suite 1000, 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 $0.001 per shareMSMNew 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 August 27, 2024, the Board of Directors (the “Board”) of MSC Industrial Direct Co., Inc. (the “Company”) elected Robert Aarnes to serve as a non-executive director, effective immediately, increasing the size of the Board from eight to nine members. Mr. Aarnes will join the Board as an independent director and will serve as a member of the Compensation Committee of the Board. There is no arrangement or understanding between Mr. Aarnes and any other person pursuant to which he was selected as a director of the Company. There have been no transactions involving the Company or any of its subsidiaries in which Mr. Aarnes 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, Mr. Aarnes will be entitled to receive: (i) a retainer for service on the Board of $97,500 per year and (ii) an annual grant of restricted stock units representing shares of the Company’s Class A Common Stock having an aggregate fair market value of $132,500 on the date of grant upon his election or re-election to the Board. Fifty percent of such restricted stock units will vest on the first anniversary of the date of grant and fifty percent will vest on the second anniversary of the date of grant. Director compensation is paid quarterly in arrears. The retainer fee payable to Mr. Aarnes will be pro-rated to reflect the number of days actually served in any quarter in which he 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 Board 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 Mr. Aarnes.

On August 27, 2024, the Company issued a press release announcing the election of Mr. Aarnes, a copy of which is filed as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
2


SIGNATURE

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 27, 2024
By:
/s/ KRISTEN ACTIS-GRANDE
Name:
Kristen Actis-Grande
Title:
Executive Vice President and Chief Financial Officer
3
Exhibit 99.1
imagea.jpg
NEWS



MSC INDUSTRIAL SUPPLY CO. ELECTS ROB AARNES TO BOARD OF DIRECTORS AS AN INDEPENDENT MEMBER

MELVILLE, N.Y. and DAVIDSON, N.C. (Aug 27, 2024) — 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 the addition of Rob Aarnes to its Board of Directors.
“We are thrilled to have Rob join our Board of Directors,” said Chairman of the Board, Mitchell Jacobson. “The addition of an independent member to our board strengthens MSC’s corporate governance profile and represents another beneficial change from the reclassification agreement with our shareholders. Rob brings a wealth of experience in operations management and a strong track record of driving profitable growth across various C-level roles at public and private companies. With his experience at ADI Global Distribution (“ADI”), which serves different end markets but has a distribution business model like ours, Rob will bring a fresh perspective and valuable insights to MSC as we work toward achieving our full potential and creating value for shareholders.”
Mr. Aarnes has been President of ADI, a $4.6B global wholesale distributor of commercial and residential security, life safety and audio-visual products, and a leading provider of smart-living products, services, and software, since 2017. ADI is one of the two business segments of Resideo Technologies, Inc. (NYSE: REZI), a $7.3B leading global manufacturer and distributor of technology-driven products and solutions that provide home comfort, security, life safety, and energy efficiency for consumers and homeowners. Before joining ADI, he held various senior leadership roles within private equity, specialty retail and big box consumer electronics retail companies ranging from several hundred million to multi-billion dollar revenue volumes.
Mr. Aarnes graduated from the United States Naval Academy and subsequently served as a Supply Officer in the U.S. Navy, specializing in global supply chain logistics and contracting services. Mr. Aarnes earned an MBA from San Diego State University.

  # # #
Contact Information
Investors:
 Media:
Ryan Mills, CFAZivanai Mutize
Head of Investor Relations
Head of Corporate Communications
Rmills@mscdirect.comZivanai.mutize@mscdirect.com

About MSC Industrial Supply Co.
MSC Industrial Supply Co. (NYSE:MSM) is a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (MRO) products and services. We help our customers drive greater productivity, profitability, and growth with approximately 2.4 million products, inventory management and other supply chain solutions, and deep expertise from more than 80 years of working with customers across industries. Our experienced team of more than 7,000 associates works 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 Industrial, please visit mscdirect.com.

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Cover
Aug. 27, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 27, 2024
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 515 Broadhollow Road
Entity Address, Address Line Two Suite 1000
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
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Pre-commencement Tender Offer false
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Title of 12(b) Security Class A Common Stock, par value $0.001 per share
Trading Symbol MSM
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001003078
Amendment Flag false
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