{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-107006","form_type":"8-K","ticker":"MSM","cik":"0001003078","company_name":"MSC INDUSTRIAL DIRECT CO INC","filed_at":"2023-10-05T23:59:59+00:00","discovered_at":"2026-05-14T18:03:27.789533+00:00","generated_at":"2026-06-10T03:44:35.191664+00:00","sec_items":["1.01","3.03","5.03","5.07","7.01","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Shareholders approve elimination of dual-class structure; Class B converts to Class A at 1.225:1","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-107006","json":"https://secwatch.observer/filing/0001104659-23-107006.json","markdown":"https://secwatch.observer/filing/0001104659-23-107006.md","text":"https://secwatch.observer/filing/0001104659-23-107006.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1003078/000110465923107006/0001104659-23-107006-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1003078/000110465923107006/tm2327258d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T03:44:35.191664+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"646ca9ebd19b0d4c9d254becc470926bc733f9be","claim":"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).","evidence_excerpt":"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:","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1003078/000110465923107006/0001104659-23-107006-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-10-04"}],"fact_type":"governance_change"},{"claim_id":"b722e35dae02cf9236cb9737848d5b149d7012d6","claim":"MSC INDUSTRIAL DIRECT CO INC: Filed restated certificate of incorporation implementing reclassification (effective 2023-10-04).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1003078/000110465923107006/0001104659-23-107006-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-10-04"}],"fact_type":"governance_change"},{"claim_id":"1d8a3f939fa587724f5cecafad874e18822cdaba","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1003078/000110465923107006/0001104659-23-107006-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-10-04"}],"fact_type":"shareholder_vote"},{"claim_id":"c0f79a8cb4abfde5786b9765b0c94b89266700a3","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1003078/000110465923107006/0001104659-23-107006-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-10-04"}],"fact_type":"shareholder_vote"},{"claim_id":"f7b8e4f3a39dcab2a603d25e83c7dd3d09593853","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1003078/000110465923107006/0001104659-23-107006-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-10-04"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}