{"url_path":"/sec/msm/8-k/2026-01-21/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-01-21","source_url":"https://www.sec.gov/Archives/edgar/data/1003078/0001003078-26-000017-index.html","accession_number":"0001003078-26-000017","cik":"0001003078","ticker":"MSM","issuer_name":"MSC INDUSTRIAL DIRECT CO INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1003078/0001003078-26-000017-index.html","primary_entity_key":"0001003078","primary_entity_name":"MSC INDUSTRIAL DIRECT CO INC"},"word_count":289,"has_tables":true,"body_markdown":"Item 5.07. Submission of Matters to a Vote of Security Holders\n\n(a) On January 21, 2026, the Company held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”).\n\n(b) A brief description of the matters voted upon at the Annual Meeting and the results of the voting on such matters are set forth below. On all matters (including the election of directors) submitted to a vote of the Company’s shareholders, each holder of Class A Common Stock is entitled to one vote per share. Broker non-votes and abstentions are not considered votes cast at the Annual Meeting and are not counted for any purpose in determining whether a matter has been approved.\n\n1.Election of directors:\n\nNomineeVotes Cast ForVotes Cast AgainstAbstentionsBroker Non-VotesPercentage of Votes Cast For\n\nMartina McIsaac50,399,010307,23637,4461,989,19699.39%\n\nErik Gershwind50,271,970435,47536,2471,989,19699.14%\n\nLouise Goeser50,192,582509,89041,2201,989,19698.99%\n\nMitchell Jacobson49,977,400727,32038,9721,989,19698.57%\n\nMichael Kaufmann50,029,541669,72844,4231,989,19698.68%\n\nRobert Aarnes50,658,34138,44346,9081,989,19699.92%\n\nSteven Paladino50,315,822383,60344,2671,989,19699.24%\n\nPhilip Peller49,839,237859,91744,5381,989,19698.30%\n\nRahquel Purcell50,539,971136,74866,9731,989,19699.73%\n\nRudina Seseri 50,530,612158,80354,2771,989,19699.69%\n\nEach of the nominees was elected by the Company’s shareholders to serve for a term of one year or until his or her successor is duly elected and qualified.\n\n2\n\n2.Ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2026:\n\nVotes Cast For Votes Cast AgainstAbstentionsPercentage of Votes Cast For\n\n51,392,6501,044,482295,75698.01%\n\nProposal No. 2 was approved by the Company’s shareholders.\n\n3.Advisory vote to approve the compensation of the Company’s named executive officers:\n\nVotes Cast ForVotes Cast AgainstAbstentionsBroker Non-VotesPercentage of Votes Cast For\n\n49,742,594693,741307,3571,989,19698.62%\n\nProposal No. 3, an advisory vote, was approved by the Company’s shareholders.\n\n4.Approval of Amendment No. 1 to the Company’s Amended and Restated Associate Stock Purchase Plan:\n\nVotes Cast ForVotes Cast AgainstAbstentionsBroker Non-VotesPercentage of Votes Cast For\n\n50,389,51964,713289,4601,989,19699.87%\n\nProposal No. 4 was approved by the Company’s shareholders."}