Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
              Appointment of Certain Officers; Compensatory Arrangements of Certain
              Officers


(e)On January 25, 2023, MSC Industrial Direct Co., Inc. (the "Company") held its
2023 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual
Meeting, the Company's shareholders approved the MSC Industrial Direct Co., Inc.
2023 Omnibus Incentive Plan (the "2023 Omnibus Incentive Plan"). The 2023
Omnibus Incentive Plan was adopted by the Company's Board of Directors (the
"Board"), upon the recommendation of the Compensation Committee of the Board, on
December 1, 2022, subject to shareholder approval. Upon shareholder approval at
the Annual Meeting, the 2023 Omnibus Incentive Plan became effective as of
January 25, 2023 (the "Effective Date").
The Company previously maintained the MSC Industrial Direct Co., Inc. 2015
Omnibus Incentive Plan (the "2015 Omnibus Incentive Plan"). Upon effectiveness
of the 2023 Omnibus Incentive Plan, the 2015 Omnibus Incentive Plan was frozen
and no new awards will be made under the 2015 Omnibus Incentive Plan. All
outstanding awards under the 2015 Omnibus Incentive Plan will continue to be
governed by the terms of the 2015 Omnibus Incentive Plan and the agreements
pursuant to which the awards were made.
Subject to adjustment in accordance with the 2023 Omnibus Incentive Plan, the
maximum aggregate number of shares of the Company's Class A Common Stock that
may be issued under the 2023 Omnibus Incentive Plan will be 2,181,014 shares
(the "Share Authorization"), and the number of shares authorized for grant as
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986 shall be no more than the Share Authorization. The Share
Authorization represents the sum of 2,000,000 new shares plus the number of
shares that were available under the 2015 Omnibus Incentive Plan for full value
awards (i.e., awards other than stock options and stock appreciation rights) as
of the Effective Date. If any shares subject to an award are forfeited, an award
expires or otherwise terminates without issuance of shares, or an award is
settled for cash (in whole or in part) or otherwise does not result in the
issuance of all or a portion of the shares subject to such award, such shares
shall, to the extent of such forfeiture, expiration, termination, cash
settlement or non-issuance, be added to the Share Authorization on a one-for-one
basis.
Awards under the 2023 Omnibus Incentive Plan may be made to the Company's
employees (including the principal executive officer, the principal financial
officer and other named executive officers), non-executive directors or
consultants in the form of stock options, stock appreciation rights, restricted
stock, restricted stock units, other share-based awards, and performance cash,
performance shares or performance units. The Compensation Committee of the Board
may, in its sole discretion, grant other types of awards, which awards may be
payable in cash, shares, other property or any combination thereof.
The 2023 Omnibus Incentive Plan imposes a limitation of $750,000 on the
aggregate amount of equity and cash-based awards and other cash fees that may be
made to a non-executive director for his or her services to the Company as a
non-executive director during any single calendar year.
Unless sooner terminated by the Board, the 2023 Omnibus Incentive Plan will
terminate on the 10th anniversary of the Effective Date. No awards may be made
under the 2023 Omnibus Incentive Plan after its termination.
The foregoing description of the 2023 Omnibus Incentive Plan does not purport to
be complete and is qualified in its entirety by reference to the full text of
the 2023 Omnibus Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto
and incorporated herein by reference. For a more complete description of the
2023 Omnibus Incentive Plan, please refer to the discussion under "Approval of
the MSC Industrial Direct Co., Inc. 2023 Omnibus Incentive Plan (Proposal No.
4)" in the Company's definitive proxy statement on Schedule 14A filed with the
United States Securities and Exchange Commission on December 15, 2022.
Item 5.07. Submission of Matters to a Vote of Security Holders

(a)The Annual Meeting was held on January 25, 2023. (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, the Company's Class A Common Stock and Class B Common Stock vote together as a single class, with each holder of Class A Common Stock entitled to one vote per share of Class A Common Stock and each holder of Class B Common Stock entitled to 10 votes per share of Class B Common Stock. 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.


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1.Election of directors:



                   Votes Cast     Votes     Broker    Percentage of
     Nominee           For      Withheld   Non-Votes  Votes Cast For
Erik Gershwind     125,467,951   967,176   2,483,201      99.24%

Louise Goeser      124,978,721  1,456,406  2,483,201      98.85%

Mitchell Jacobson  125,100,630  1,334,497  2,483,201      98.94%

Michael Kaufmann   126,186,898   248,229   2,483,201      99.80%

Steven Paladino    121,523,637  4,911,490  2,483,201      96.12%

Philip Peller      124,148,507  2,286,620  2,483,201      98.19%

Rahquel Purcell    126,130,548   304,579   2,483,201      99.76%

Rudina Seseri      125,279,808  1,155,319  2,483,201      99.09%

Each 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.

2.Ratification of the appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for fiscal year 2023:

erc


                                                 Percentage of

Votes Cast For Votes Cast Against Abstentions Votes Cast For

127,674,949 1,205,008 38,371 99.06%

Proposal No. 2 was approved by the Company's shareholders.

3.Advisory vote to approve the compensation of the Company's named executive officers:


                                                                   Percentage of

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes Votes Cast For

125,238,156 1,128,936 68,035 2,483,201 99.10%

Proposal No. 3, an advisory vote, was approved by the Company's shareholders. 4.Approval of the 2023 Omnibus Incentive Plan:


                                                                   Percentage of

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes Votes Cast For

122,733,162 3,659,714 42,251 2,483,201 97.10%

Proposal No. 4 was approved by the Company's shareholders.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:


  10.1      MSC Industrial Direct Co., Inc. 2023 Omnibus Incentive Plan  .†

     104  Cover Page Interactive Data File (formatted as Inline XBRL).

†Indicates a management contract or compensatory plan or arrangement.


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