---
schema_version: "secwatch.filing_event.v1"
accession: "0001003078-24-000015"
form_type: "8-K"
ticker: "MSM"
cik: "0001003078"
company_name: "MSC INDUSTRIAL DIRECT CO INC"
filed_at: "2024-01-24T23:59:59+00:00"
generated_at: "2026-06-06T18:57:26.598745+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# MSC Industrial shareholders elect all nine directors, approve say-on-pay

## Summary
- All director nominees elected with over 93% of votes cast; Erik Gershwind got 98.42%.
- Ernst & Young ratified as auditor for FY2024 with 97.27% support.
- Advisory vote on executive compensation approved with 98.69% of votes cast.
- Shareholders selected annual frequency for future say-on-pay votes (97.70% for 1-year).
- Company will hold annual say-on-pay votes until at least the 2030 annual meeting.

## SEC filing metadata
- accession: 0001003078-24-000015
- form_type: 8-K
- ticker: MSM
- cik: 0001003078
- company_name: MSC INDUSTRIAL DIRECT CO INC
- filed_at: 2024-01-24T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1003078/000100307824000015/0001003078-24-000015-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1003078/000100307824000015/msm-20240124.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001003078-24-000015
- JSON: https://secwatch.observer/filing/0001003078-24-000015.json
- Plain text: https://secwatch.observer/filing/0001003078-24-000015.txt

## Key facts
- Shareholder Votes
  MSC INDUSTRIAL DIRECT CO INC shareholders approved Election of directors at the 2024-01-24 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-01-24
  source text: Election of directors : Nominee Votes Cast For Votes Cast Against Abstentions Broker Non-Votes Percentage of Votes Cast For Erik Gershwind 48,932,252 783,133 68,546 2,136,914 98.42% Louise Goeser 48,662,345 1,077,733 43,853 2,136,914 97.83% Mitchell Jacobson 48,539,775 1,191,452 52,704 2,136,914 97.60% Michael Kaufmann 49,446,452 290,898 46,581 2,136,914 99.41% Steven Paladino 46,742,131 2,992,696 49,104 2,136,914 93.98% Philip Peller 46,965,027 2,770,564 48,340 2,136,914 94.42% Rahquel Purcell 48,115,840 1,599,640 68,451 2,136,914 96.78% Rudina Seseri 48,127,001 1,604,453 52,477 2,136,914 96.77%
  evidence_url: https://www.sec.gov/Archives/edgar/data/1003078/000100307824000015/0001003078-24-000015-index.htm
- Shareholder Votes
  MSC INDUSTRIAL DIRECT CO INC shareholders approved Ratification of the appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for fiscal year 2024 at the 2024-01-24 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-01-24
  source text: Ratification of the appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for fiscal year 2024 : Votes Cast For Votes Cast Against Abstentions Percentage of Votes Cast For 50,472,539 1,412,878 35,428 97.27%
  evidence_url: https://www.sec.gov/Archives/edgar/data/1003078/000100307824000015/0001003078-24-000015-index.htm
- Shareholder Votes
  MSC INDUSTRIAL DIRECT CO INC shareholders approved Advisory vote on the frequency of future advisory votes to approve the compensation of the Company's named executive officers at the 2024-01-24 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2024-01-24
  source text: Advisory vote on the frequency of future advisory votes to approve the compensation of the Company's named executive officers : Votes Cast For 1 Year Votes Cast For 2 Years Votes Cast For 3 Years Abstentions Broker Non-Votes Percentage of Votes Cast For 1 Year 48,614,878 17,184 1,126,825 25,044 2,136,914 97.70%
  evidence_url: https://www.sec.gov/Archives/edgar/data/1003078/000100307824000015/0001003078-24-000015-index.htm
- Shareholder Votes
  MSC INDUSTRIAL DIRECT CO INC shareholders approved Advisory vote to approve the compensation of the Company's named executive officers at the 2024-01-24 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-01-24
  source text: Advisory vote to approve the compensation of the Company's named executive officers : Votes Cast For Votes Cast Against Abstentions Broker Non-Votes Percentage of Votes Cast For 48,929,375 648,614 205,942 2,136,914 98.69%
  evidence_url: https://www.sec.gov/Archives/edgar/data/1003078/000100307824000015/0001003078-24-000015-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.