Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(d) On December 1, 2022, the Board of Directors (the "Board") of MSC Industrial
Direct Co., Inc. (the "Company") elected Rahquel Purcell to serve as a
non-executive director, effective immediately, increasing the size of the Board
from seven to eight members. Ms. Purcell will join the Board as an independent
director and will serve as a member of the Compensation Committee of the Board
and as a member of the Nominating and Corporate Governance Committee of the
Board. There is no arrangement or understanding between Ms. Purcell and any
other person pursuant to which she was selected as a director of the Company.
There have been no transactions involving the Company or any of its subsidiaries
in which Ms. Purcell has or will have a direct or indirect material interest
that are required to be disclosed under Item 404(a) of Regulation S-K.
Pursuant to the Company's non-executive director compensation policies,
commencing with her first full-year term as a director, Ms. Purcell will be
entitled to receive: (i) a retainer for service on the Board of $90,000 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 $125,000
on the date of grant upon her election or re-election to the Board. Fifty
percent of such restricted stock units will vest on the first anniversary of the
date of grant and fifty percent will vest on the second anniversary of the date
of grant. Director compensation is paid quarterly in arrears. The retainer fee
payable to Ms. Purcell in such years will be pro-rated to reflect the number of
days actually served in any quarter in which she 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 Ms. Purcell.
On December 5, 2022, the Company issued a press release announcing the election
of Ms. Purcell, a copy of which is filed as Exhibit 99.1 and is incorporated by
reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
99.1 Press Release, dated December 5, 2022, issued by MSC Industrial
Direct Co., Inc.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
?
-2-
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses