MSC Industrial to eliminate dual-class stock; Class B shares for 1.225 Class A shares, family voting capped at 15%

MSC INDUSTRIAL DIRECT CO INC

Each outstanding Class B share (10 votes) exchanged for 1.225 Class A shares (1 vote); eliminates dual-class structure.
Jacobson/Gershwind family to limit voting to 15% of shares outstanding; excess voted pro rata with unaffiliated Class A holders.
Family will remain largest shareholder owning ~21% of Class A shares post-reclassification; subject to lock-up and standstill.
Board to add new independent director; will explore share repurchase to offset dilution from the transaction.
Reclassification requires approval by majority of unaffiliated Class A shareholders; special meeting after SEC registration.

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