8-K
filed October 5, 2023, 7:59 PM ET
ticker MSM
CIK 0001003078
other material
confidence high
sentiment neutral
materiality 0.75
Shareholders approve elimination of dual-class structure; Class B converts to Class A at 1.225:1
MSC INDUSTRIAL DIRECT CO INC
- Over 85% of unaffiliated Class A shares voted in favor; approval rate ~99% among those voting.
- Each Class B share (10 votes) exchanged for 1.225 Class A shares (1 vote), effective Oct 5, 2023.
- Jacobson/Gershwind family to own ~21% of Class A stock but voting capped at 15% of outstanding shares.
- Family retains right to nominate 2 directors if ownership ≥10%, 1 director if ≥5% but <10%.
- New governance: majority shares-outstanding standard for fundamental transactions; majority votes-cast for board elections.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
MSC INDUSTRIAL DIRECT CO INC: Amended and restated bylaws to implement conforming changes, including advance notice requirements, exclusive forum provisions, and other updates (effective 2023-10-04).
- Change
- bylaw amendment
- Effective
- 2023-10-04
Exact text from the filing
At the Effective Time, the board of directors of the Company (the "Board") also amended and restated the Company’s By-Laws (the “ Amended and Restated By-Laws ”) to implement certain conforming changes in connection with the Restated Certificate of Incorporation and certain other changes to update the Amended and Restated By-Laws, including, among other things:
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
MSC INDUSTRIAL DIRECT CO INC: Filed restated certificate of incorporation implementing reclassification (effective 2023-10-04).
- Change
- charter amendment
- Effective
- 2023-10-04
Exact text from the filing
On October 4, 2023, the Company filed the Restated Certificate of Incorporation with the Secretary of the State of the State of New York, giving effect to the Reclassification, effective as of the Effective Time.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MSC INDUSTRIAL DIRECT CO INC shareholders approved Voting Standard Amendment Proposal - approve and adopt provisions of Restated Certificate of Incorporation to effectuate voting standard amendment at the 2023-10-04 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-10-04
Exact text from the filing
Proposal 2 – Voting Standard Amendment Proposal A proposal to approve and adopt the provisions of the Restated Certificate of Incorporation, which would effectuate the Voting Standard Amendment Proposal, was approved as set forth below. The holders of issued and outstanding shares of Class A adopt the Voting Standard Amendment Proposal, based on the following numbers of votes: Votes For Votes Against Abstentions Broker Non-Votes 127,855,531 95,340 52,602 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MSC INDUSTRIAL DIRECT CO INC shareholders approved Majority Voting Proposal - approve and adopt provisions of Restated Certificate of Incorporation to effectuate majority voting proposal at the 2023-10-04 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-10-04
Exact text from the filing
Proposal 3 – Majority Voting Proposal A proposal to approve and adopt the provisions of the Restated Certificate of Incorporation, which would effectuate the Majority Voting Proposal, was approved as set forth below. The holders of issued and outstanding shares of Class A adopt the Majority Voting Proposal, based on the following numbers of votes: Votes For Votes Against Abstentions Broker Non-Votes 127,918,413 38,986 46,074 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MSC INDUSTRIAL DIRECT CO INC shareholders approved Reclassification Proposal - approve and adopt provisions of Restated Certificate of Incorporation to effectuate reclassification at the 2023-10-04 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-10-04
Exact text from the filing
Proposal 1 - Reclassification Proposal A proposal to approve and adopt the provisions of the Restated Certificate of Incorporation, which would effectuate the Reclassification Proposal, was approved as set forth below. The Unaffiliated Class A Holders approved the proposal to adopt the Reclassification Proposal, based on the following numbers of votes: Votes For Votes Against Abstentions Broker Non-Votes 40,007,233 40,256 52,326 0
View on SEC.gov
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