{"url_path":"/sec/msm/8-k/2026-03-02/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-03-02","source_url":"https://www.sec.gov/Archives/edgar/data/1003078/0001003078-26-000050-index.html","accession_number":"0001003078-26-000050","cik":"0001003078","ticker":"MSM","issuer_name":"MSC INDUSTRIAL DIRECT CO INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1003078/0001003078-26-000050-index.html","primary_entity_key":"0001003078","primary_entity_name":"MSC INDUSTRIAL DIRECT CO INC"},"word_count":333,"has_tables":true,"body_markdown":"Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers\n\nOn March 2, 2026, the Board of Directors (the “Board”) of MSC Industrial Direct Co., Inc. (the “Company”) elected Reuben Slone to serve as a non-executive director, effective immediately, increasing the size of the Board from ten to eleven members. Mr. Slone will join the Board as an independent director and will serve as a member of the Audit Committee of the Board. There is no arrangement or understanding between Mr. Slone and any other person pursuant to which he was selected as a director of the Company. There have been no transactions involving the Company or any of its subsidiaries in which Mr. Slone has or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.\n\nPursuant to the Company’s non-executive director compensation policies, commencing with his first full-year term as a director, Mr. Slone will be entitled to receive: (i) a retainer for service on the Board of $100,000 per year and (ii) an annual grant of restricted stock units representing shares of the Company’s Class A Common Stock having an aggregate fair market value of $137,500 on the date of grant upon his election or re-election to the Board. Such restricted stock units will vest on the first anniversary of the date of grant. Director compensation is paid quarterly in arrears. The retainer fee payable to Mr. Slone in such years will be pro-rated to reflect the number of days actually served in any quarter in which he serves less than the full quarter. The Company reimburses non-executive directors for reasonable out-of-pocket expenses incurred in connection with attending in-person Board or Board committee meetings and for fees incurred in attending continuing education courses for directors that are approved in advance by the Company. In addition, the Company will enter into its standard form of director indemnification agreement with Mr. Slone."}